RENTRAK CORP
10.26 ERWIN EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>erwinempagmt.txt
<DESCRIPTION>10.26 ERWIN EMPLOYMENT AGREEMENT
<TEXT>

                              EMPLOYMENT AGREEMENT

            THIS   EMPLOYMENT   AGREEMENT   (hereinafter   referred  to  as  the
"Agreement") is made and entered into effective  January 1, 2001, by and between
Rentrak  Corporation,   an  Oregon  corporation   (hereinafter  referred  to  as
"Employer"), and Timothy J. Erwin (hereinafter referred to as "Employee").

                                   WITNESSETH:

            WHEREAS, Employer currently employs Employee in the capacity of Vice
President,  Customer Relations, and Employee is one of the key executives of the
Employer and desires to be so employed;

            WHEREAS,  Employer and Employee  desire to enter into an  Employment
Agreement memorializing the terms and conditions of the employment relationship;

            WHEREAS,  Employer  considers it essential to the best  interests of
its shareholders to foster the continuous employment of Employee;

            NOW, THEREFORE, in consideration of the mutual promises,  covenants,
and agreements  herein  contained,  the recitals set forth herein above which by
this   reference  are   incorporated   herein,   and  other  good  and  valuable
consideration,  the receipt of which is hereby acknowledged,  the parties hereby
agree as follows:

            SECTION 1. EMPLOYMENT

            1.01  Position  and  Title.  Employer  shall  employ  and engage the
services of Employee,  in the position of Vice  President,  Customer  Relations,
pursuant to the terms and conditions set forth in this Agreement.

            1.02 Duties and Place of Employment.

                 (a)  Employee  shall be  responsible  for,  and perform  duties
customarily  performed by executives employed in the position of Vice President,
Customer Relations or other duties as may be directed by the Employer, from time
to time.  Employee shall:  (i) devote his full business time which shall include
the time he  reasonably  and in good faith deems  necessary  to the business and
affairs of  Employer;  (ii) use his best  efforts to promote  the  interests  of
Employer;  (iii) perform  faithfully and  efficiently his  responsibilities  and
duties;  and (iv)  refrain  from any endeavor  outside of his  employment  which
interferes with his ability to perform his obligations hereunder. Employee shall
perform the majority of his duties in Portland, Oregon, provided,  however, that
both parties  understand that the position may require  frequent travel to other
locations as may be directed by Employer from time to time. Subject to the terms
of this  Agreement,  Employee shall comply  promptly and faithfully  with all of
Employer's policies, instructions, directions, requests, rules and regulations.

                 (b) After a Change of Control  (as  defined  below)  during the
Term of this  Agreement,  Employee  shall  continue  to  serve  Employer  in the
substantially  similar capacity and have the  substantially  similar  authority,
responsibilities  and status as he had as of the date


                                      -1-
<PAGE>

immediately  prior  to the  Change  of  Control.  After  a  Change  of  Control,
Employee's  services  shall be  performed  at the  location  where  Employee was
employed as of the date immediately  prior to the Change of Control,  or at such
other location as may be mutually agreed between Employer and Employee.

                 (c) For purposes of this Agreement, a "Change of Control" shall
be deemed to have  occurred upon the first  fulfillment  of the  conditions  set
forth in any one of the following three paragraphs:

                      (i) Any  "person"  (as such term is  defined  in  Sections
3(a)(9) and 13(d)(3) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange  Act")),  other than a trustee or other fiduciary  holding  securities
under an employee  benefit  plan of Employer,  is or becomes a beneficial  owner
(within the meaning of Rule 13d-3 promulgated under the Exchange Act),  directly
or indirectly, of securities of Employer, representing twenty-five percent (25%)
or more of the combined voting power of Employer's then outstanding  securities;
or

                      (ii) A majority of the directors  elected at any annual or
special meeting of stockholders are not individuals nominated by Employer's then
incumbent Board; or

                      (iii) The  shareholders  of  Employer  approve a merger or
consolidation  of Employer  with any other  corporation,  other than a merger or
consolidation   which  would  result  in  the  voting   securities  of  Employer
outstanding  immediately  prior  thereto  continuing  to  represent  (either  by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity) at least  seventy-five  percent (75%) of the combined  voting
power of the voting securities of Employer or such surviving entity  outstanding
immediately after such merger or consolidation,  or the shareholders of Employer
approve a plan of complete  liquidation of Employer or an agreement for the sale
or disposition by Employer of all or substantially all of its assets.

            SECTION 2. TERM AND TERMINATION

            2.01 Stated Term. Employment shall commence on the effective date of
this Agreement and shall  continue for a term of five years,  until December 31,
2006, unless terminated sooner pursuant to this Section 2 ("Term").

            2.02 At Will  Termination.  Notwithstanding  anything  herein to the
contrary,  Employee's  employment  may be terminated at any time with or without
reason by  Employer  upon  thirty  (30) days  written  notice  to  Employee.  At
Employer's election, Employee may be relieved of his duties and responsibilities
immediately and provided pay in lieu of the thirty (30) days notice. Such pay in
lieu of notice shall be in addition to severance owed pursuant to Section 4.03.

            2.03 For Cause Termination.  Employee's employment may be terminated
by Employer at any time without notice for "cause."  Termination  for "cause" is
defined for  purposes of this  subsection  as  termination  for:  (a) failure of
Employee to perform his duties or insubordination;  or (b) violation by Employee
of any provision of this Agreement.

                                      -2-
<PAGE>


            2.04 Disability or Death.  Employee's employment shall be terminable
immediately  upon  Employee's  death or disability.  "Disability" is defined for
purposes of this  subsection  as a condition  that  renders  Employee  unable to
perform the  essential  functions of his  employment  hereunder  with or without
reasonable  accommodation.  The  parties  agree  that due to the  importance  of
Employee's  position with  Employer,  either an  indefinite  leave or a leave of
absence  for a period  in excess of  ninety  (90) days  (calculated  on the same
annual basis used by Employer to calculate FMLA leave  entitlement)  would cause
an  undue  hardship  to the  Company  and  would  not  constitute  a  reasonable
accommodation.  Nothing in this  Section 2.04 is intended to violate any federal
or state law regarding parental or family leave, if applicable.

            2.05 Termination by Employee for Good Reason.  Employee's employment
may be  terminated  by  Employee  at any time for "Good  Reason" as that term is
defined below.  Employee's continued employment shall not constitute consent to,
or a waiver of rights with  respect  to, any act or failure to act  constituting
Good Reason hereunder. "Good Reason" shall mean a material breach by employer of
the terms of this  Agreement;  provided  that  Employee  shall  have no right to
terminate  this  Agreement  pursuant to this clause  unless  Employer has had at
least 15 days to cure such failure.

            2.06 Other  Termination  by Employee.  Employee's  employment may be
terminated  by  Employee at any time  without  Good Reason upon thirty (30) days
prior written notice to Employer.

            SECTION 3. SALARY AND BENEFITS

            3.01 Base  Salary.  Commencing  on the  complete  execution  of this
Agreement,  Employee  shall be paid an annual  base  salary in the amount of One
Hundred Ten Thousand Dollars  ($110,000) ("Base Salary").  The Base Salary shall
be paid to Employee in equal semi-monthly installments in arrears, commencing as
of the month following the effective date of this  Agreement.  Should the normal
payroll date not be a business day, Employee's  semi-monthly  installment of the
Base Salary otherwise due on such date shall be paid to Employee on the business
day closest to the normal  payroll date (i.e.,  if the normal payroll date falls
on a  Saturday,  the  semi-monthly  installment  shall be paid on the  preceding
business day or if the normal payroll date falls on a Sunday,  the  semi-monthly
installment shall be paid on the next following  business day).  Employee's Base
Salary may be  increased  by four percent (4%) per annum during the Term of this
Agreement, at the discretion of Employer.

            3.02 Bonus.  Commencing on the complete execution of this Agreement,
Employee  shall be eligible to receive an annual bonus as is generally  given to
Employer's  Vice  Presidents  in  accordance  with the policies  and  procedures
currently in effect for such bonus program.

            3.03 Vacation and Holidays.  Employee  shall be entitled to four (4)
weeks of paid  vacation  during each year of his  employment  during the Term of
this Agreement. In addition to the above vacation, Employee shall be entitled to
the  number  of paid  holidays  provided  for  under the  current  policies  and
procedures in effect from time to time.

                                      -3-
<PAGE>

            3.04 Other Benefits.  Employee shall be entitled to medical, dental,
life insurance,  worker's compensation,  social security,  long-term disability,
and state  unemployment  insurance  benefits as provided under  Employer's  then
current terms, policies, and procedures.

            3.05 Business Expenses. During the Term of this Agreement,  Employee
shall be entitled to receive  reimbursement for all reasonable expenses incurred
by Employee in the  performance  of his duties  pursuant  to this  Agreement  in
accordance  with the policies and  procedures of Employer now or  hereinafter in
effect.

            3.06 Stock  Options.  Commencing  on the complete  execution of this
Agreement,  the Company shall grant  Executive an option to purchase Twenty Five
Thousand  (25,000) shares of the Company's stock at the market rate as set forth
in the  Company's  Stock  Option  Plan  on the  date  of the  execution  of this
Agreement.  Said options shall vest at a rate of 5,000 per year. Such vesting to
occur  on  each  anniversary  of  this  Agreement.  Said  options  shall  remain
exercisable for a period of Ten (10) years from the issue date.

            3.07 Miscellaneous  Benefits.  In addition to any other compensation
or benefits to be received by Employee  pursuant to the terms of this Agreement,
Employee  shall be entitled to  participate  in any benefits  which Employer may
from time to time provide all of its Vice Presidents.

SECTION 4.  PAYMENTS UPON TERMINATION OF EMPLOYMENT

            4.01  Termination  for  Cause.  In the event of the  termination  of
Employee's  employment by Employer pursuant to Section 2.03,  Employer shall pay
to  Employee  the Base  Salary  accrued  pursuant  to Section  3.01  through and
including the date of termination  payable in accordance with  applicable  state
and  federal  law,  but in no event  later  than ten (10)  days from the date of
termination. No other compensation shall be due or payable under this Agreement.

            4.02 Termination for Death or Disability.

                 (a)  Termination  for Death. In the event of the termination of
Employee's  employment pursuant to Section 2.04 due to his death, Employer shall
pay to Employee's estate or legal representative,  as the case may be, in a lump
sum, the Base Salary  accrued  pursuant to Section 3.1 through and including the
date of termination plus a lump sum severance of Ninety (90) days Base Salary at
the rate in effect on the date of Employee's  death  payable in accordance  with
applicable  state and federal law, but in no event later than ten (10) days from
the date of  termination.  No other  compensation  shall be due or payable under
this Agreement in the event of a termination due to the Employee's death.

                 (b) Termination for Disability. In the event of the termination
of  Employee's  employment  pursuant  to  Section  2.04  due to his  disability,
Employer shall pay to Employee or his legal representative,  as the case may be,
in a lump sum,  the Base Salary  accrued  pursuant to Section  3.01  through and
including the date of termination,  payable in accordance with applicable  state
and  federal  law,  but in no event  later  than ten (10)  days from the date of
termination. During the period of Employee's disability, but prior to Employee's
termination   of   Employment,   Employee  shall  be  entitled  to  receive  his
compensation as set forth in this


                                      -4-
<PAGE>

Agreement. No other compensation shall be due or payable under this Agreement in
the event of a termination due to the Employee's disability.

            4.03  Termination by Employer  Without Cause After Change of Control
or by Employee for Good Reason.  In the event of the  termination  of Employee's
employment  by Employer  pursuant  to Section  2.02 within two (2) years after a
Change of Control or by Employee  pursuant to Section 2.05, within ten (10) days
of termination, Employer shall pay to Employee, in a lump sum, the lesser of (a)
all Base Salary  which  Employer  is  obligated  to pay to Employee  pursuant to
Section 3.01  through the Term or (b) one year of Base Salary which  Employer is
obligated to pay to Employee  pursuant to Section 3.01 during the current fiscal
year.

            4.04 Other  Termination by Employer.  In the event of termination of
Employee's  employment by Employer pursuant to Section 2.02 prior to a Change of
Control or more than two (2) years after a Change of Control, Employer shall pay
Employee  the Base Salary  accrued  pursuant  to Section  3.01 as of the date of
termination  plus a severance  payment in an amount equal to six (6) months Base
Salary at the rate at which  Employer is obligated  to pay Employee  pursuant to
Section 3.01 during the current fiscal year, paid pursuant to Employee's  normal
payroll  payment  schedule;  provided,  however,  that  during the  period  that
Employer is making severance  payments  pursuant to this Section 4.04,  Employer
shall have the right to request Employee to provide reasonable  evidence that he
is using his best efforts to obtain other employment of comparable status in the
Portland metropolitan area, and in the event that Employee fails to provide such
reasonable  evidence,  then Employer shall not be obligated to pay any severance
payments;  and provided further that if Employee is successful in obtaining such
employment,  the amount of severance payments that would have been payable after
the time that Employee obtains such employment shall be reduced by the amount of
any remuneration received from such employment. For the purposes of this Section
(and  solely  this  Section),  "remuneration"  shall be defined to include  cash
payments,  the face value of any promissory notes issued to Employee  regardless
of the terms of payment or whether  payments are ever  received,  stock or stock
options  valued as of the day granted,  or any other  compensation  given in any
form whatsoever.

            4.05 Other Termination by Employee.  In the event of the termination
of Employee's  employment  by Employee  pursuant to Section 2.06 within ten (10)
days of  termination,  Employer  shall pay to  Employee  only the amount of Base
Salary  accrued  pursuant  to Section  3.01  through and  including  the date of
termination.  No other compensation shall be due or payable under this Agreement
in the event of such a termination.

            4.06 Insurance  Benefits.  Employee is entitled to elect to continue
the medical and dental  insurance  as  described in Section 3.04 for a period of
eighteen (18) months following termination of employment.  If Employee elects to
continue such coverage,  Employer shall reimburse Employee for the premiums paid
by Employee for such  insurance as such premiums are paid until such time as the
continued  insurance  terminates  or  Employee  obtains  replacement   full-time
employment and is covered by such new employer's group medical, health, and life
insurance  plan  with  benefits  substantially  similar  to  those  provided  by
Employer's insurance plan and without any pre-existing  conditions,  exclusions,
limitations or restrictions, whichever occurs first. Such reimbursement shall be
reduced for an amount  equivalent  to the amounts  charged  Employee  for health
coverage immediately prior to the occurrence of the Change of Control.

                                      -5-
<PAGE>


            4.07 Other  Compensation.  Except as set forth in this Section 4, no
other  compensation  shall be due or payable to Employee upon termination of his
employment.

            4.08 Right to Decline Payments.  Employee,  in his sole and absolute
discretion,  shall  have the right to decline  all or a portion of any  payments
under this Agreement.

            SECTION 5. PERSONAL NATURE

            This Agreement is personal, and is being entered into based upon the
singular skill,  qualifications  and experience of Employee.  Employee shall not
assign this  Agreement  or any rights  hereunder  without  the  express  written
consent of  Employer  which may be  withheld  with or without  reason.  Employee
hereby grants to Employer the right to use  Employee's  name,  likeness,  and/or
biography in connection with the services performed by Employee hereunder and in
connection   with  the   advertising,   promotion  or   implementation   of  any
Employer-related  project  with  respect  to which  Employee  performs  services
hereunder.

            SECTION 6. NOTICES

            Any and all notices or other communications required or permitted by
this  Agreement or by law shall be deemed duly served and given when  personally
delivered to the party to whom such notice or  communication  is directed or, in
lieu of such  personal  service,  when  deposited  in the  United  States  mail,
certified,  return receipt requested,  first class postage prepaid, addressed as
follows:

            EMPLOYER:         Rentrak Corporation
                                 Attn: Rita Coe
                              7700 N.E. Ambassador Place
                              Portland, Oregon  97220

            EMPLOYEE:         Timothy J. Erwin
                              2397 S.W. Right Pl.
                              Troutdale, OR  97060

Each party may change its address for purposes of this Section by giving written
notice of such change in the manner provided for herein.

            SECTION 7. WAIVER AND RELEASE OF CLAIMS

            Employee  agrees that one of the  purposes of this  Agreement  is to
ensure an amicable relationship between the parties. Therefore,  Employee agrees
that as a precondition to his entitlement to any severance payment under Section
4.03, he shall sign and deliver a Waiver and Release of Claims  Agreement,  in a
form to be  submitted  by the Employer at such time.  Among other  things,  such
Waiver and Release of Claims Agreement shall fully and finally waive and release
any and all  claims,  demands,  and causes of action  that  Employee  might have
against  Employer,  Employer's  subsidiaries,   affiliates,   related  entities,
Employer's  successors  and  predecessors,  past  and  then  current  directors,
officers,  employees,  agents and  representatives as of the date the waiver and
release of claims is signed.  In addition,  it shall provide that Employee


                                      -6-
<PAGE>

shall not  disparage  such  persons  and  entities  in any  manner,  directly or
indirectly, at any time (except as required by lawful subpoena or court order).

            SECTION 8. MISCELLANEOUS PROVISIONS

            8.01 Attorney Fees; Disputes Concerning Termination.

                 (a)  Subject  to Section  8.01(b),  in the event that it should
become  necessary for any party to bring an action,  either at law or in equity,
to enforce or interpret  the terms of this  Agreement,  each party shall pay its
own attorney  fees,  including  those incurred in resolving the dispute prior to
initiation of any litigation and at trial and on any appeal.

                 (b) The existence of a dispute concerning termination shall not
alter Employee's obligation under Section 7 to sign a full waiver and release of
claims as a pre-condition to severance payments under Section 4.03.

            8.02  Applicable  Law and Venue.  This  Agreement  is  executed  and
intended  to be  performed  largely  in the State of Oregon and the laws of such
State shall govern its  interpretation  and effect. If suit is instituted by any
party  hereto or by any other party for any cause or matter  arising  from or in
connection with the respective  rights or obligations of the parties  hereunder,
the sole  jurisdiction  and venue for such action shall be the Circuit  Court of
the State of Oregon in and for the County of Multnomah. The parties hereby waive
any and all of their rights to challenge such venue.

            8.03 Integration.  Employee has executed an Employee Confidentiality
and Noncompetition Agreement (a copy of which (i) as attached hereto as Annex A)
which  remains in effect and is  incorporated  into the terms and  conditions of
employment under this Agreement.  Except as set forth in the preceding sentence,
this Agreement  constitutes the entire  agreement of the parties with respect to
the subject  matter of this  Agreement  and  supersedes  and  replaces all prior
agreements,  negotiations,  or understandings,  whether oral or written, between
the parties with respect thereto.

            8.04 Heirs and Assigns.  Subject to any  restriction  on  assignment
contained  herein,  this Agreement  shall be binding upon and shall inure to the
benefit of the respective party's heirs,  successors and assigns.  Employer will
require  any  successor  (whether  direct  or  indirect,  by  purchase,  merger,
consolidation  or otherwise) to all or  subsequently  all of the business and/or
assets of Employer, by agreement in form and substance satisfactory to Employee,
to expressly  assume and agree to perform this  Agreement in the same manner and
to the same  extent  that  Employer  would be  required to perform it if no such
succession had taken place. This Agreement shall not be terminated by Employer's
voluntary or involuntary  dissolution or by any merger or consolidation in which
Employer is not the  surviving or resulting  corporation,  or on any transfer of
all or  substantially  all of the assets of  Employer.  In the event of any such
merger,  consolidation  or transfer of assets,  the provisions of this Agreement
shall be binding on and inure to the benefit of the surviving business entity or
the business entity to which such assets shall be transferred.

            8.05  Severability.  Any  provision in this  Agreement  which is, by
judicial   authority,   declared  illegal,   invalid  or  unenforceable  in  any
jurisdiction  shall,  as to such  jurisdiction,  be


                                      -7-
<PAGE>

ineffective  to the extent of such  illegality,  invalidity or  unenforceability
without  invalidating the remaining provisions hereof or affecting the legality,
validity or  enforceability  of such  provision in any other  jurisdiction.  The
parties hereto agree to negotiate in good faith to replace any illegal,  invalid
or  unenforceable  provision  that,  to the extent  possible,  will preserve the
economic bargain of this Agreement, or otherwise to amend this Agreement.

            8.06  Counterparts.  This Agreement may be executed in counterparts,
each of which shall be deemed an original,  and the counterparts  shall together
constitute one and the same agreement,  notwithstanding  that all of the parties
are not signatory to the original or the same counterpart.

            8.07 Captions.  The headings and captions herein are inserted solely
for the purpose of  convenience  of  reference  and are not  intended to govern,
limit, or aid in the construction of any term or provision hereof.

            8.08   Executions.   Each  of  the  parties  hereto  shall  execute,
acknowledge and deliver any instrument  necessary to carry out the provisions of
this Agreement.

            8.09 Construction. This Agreement has been prepared by legal counsel
for  Employer.   Employee  has  been  advised  and  by  his   execution   hereof
acknowledges,  that he has the right to and should have this Agreement  reviewed
by his own separate legal counsel.  This Agreement has been  negotiated at arms'
length  with  the  benefit  of  or   opportunity  to  seek  legal  counsel  and,
accordingly, shall not be construed against any of the parties.

            8.10  Modification.  No waiver,  amendment or  modification  of this
Agreement or any portion thereof,  including any future representations that are
inconsistent  with the terms  set forth  herein,  will be valid  unless  made in
writing and duly executed by each party hereto.

            8.11  Acknowledgment.  Employee  acknowledges  that he has read this
Agreement,  that he has had an opportunity to consult with an attorney regarding
the terms and  conditions  hereof,  that he fully  understands  the  meaning and
significance of such conditions, and that he accepts and signs this Agreement as
his own free act and in full  and  complete  understanding  of its  present  and
future legal effect.

            8.12   No   Disparagement   or   Breach   of   Confidentiality   and
Noncompetition.  In the event that Employee's  employment  terminates under this
Agreement  in  any  manner  whatsoever,   Employee  agrees  that,  except  under
compulsion of legal process or at  Employer's  request,  he will make no oral or
written  comments  about  Employer or its  business for a period of one (1) year
following  termination of his  employment.  In the event that Employee  breaches
this  provision  of this  Agreement,  or  violates  the  terms  of the  Employee
Confidentiality and Noncompetition Agreement executed by him, then all severance
obligations  which Employer may then have under this Agreement shall immediately
cease and Employee shall be owed nothing under this  Agreement  other than wages
and benefits earned through the date of the termination of his employment.

            IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement
effective as of the date first written above.

EMPLOYER:                                 EMPLOYEE:

Rentrak Corporation

By: /s/ F. Kim Cox                        /s/ Timothy J. Erwin
----------------------                    ----------------------
F. Kim Cox, President                     Timothy J. Erwin

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