RENTRAK CORP
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>



                        EXHIBIT 10.1

September 11, 2000


Mr. Ron Berger
P.O. Box 2190
Gresham, OR  97030

Dear Mr. Berger:

This letter agreement constitutes an Amendment and Restated
Employment Agreement (the "Employment Agreement") made and
entered into by and between you and Rentrak Corporation (the
"Company") and dated as of April 21, 1998, as amended.

Notwithstanding any provision in the Employment Agreement,
the Company agrees with you that the Company shall bear any
and all legal fees, expenses and costs incurred by you and
the Company in connection with any dispute relating to your
employment with the Company or with respect to the
Employment Agreement, including but not limited to the terms
of your employment, the termination of your employment or
your right to any benefits under the Employment Agreement.
Such legal fees, expenses and costs shall include, without
limitation, reasonable fees and expenses of attorneys and
expert witnesses, including costs of appeal.  Without
limiting the foregoing, the Company shall pay all bills for
such services and expenses you may incur, as they are
incurred, within five (5) days of the presentation to the
Company of such bills and expenses.

Very truly yours,

RENTRAK CORPORATION,
an Oregon corporation


BY:  s/s F. Kim Cox
     F. Kim Cox

ITS: President


                                   Accepted and Agreed,
                                   This 11th day of
                                   September, 2000



                                   _________________________
                                   Ron Berger



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</DOCUMENT>
