AMENDMENT TO
THE 1997 NON-OFFICER EMPLOYEE
STOCK OPTION PLAN OF
RENTRAK CORPORATION

         THIS SECOND  AMENDMENT to The 1997  Non-officer  Employee  Stock Option
Plan  of  Rentrak   Corporation  (the  "Plan")  is  hereby  adopted  by  Rentrak
Corporation, an Oregon corporation (the "Company"), effective November 16, 1998.

1.  Incorporation;  Definitions.  The terms and provisions of this Amendment are
incorporated  by this  reference in the Plan as though fully set forth  therein.
Terms not otherwise described herein shall have the meanings ascribed to them in
the Plan.

2.   Amendment.

         a.  Shares  Subject  to Plan.  Section  2.1 of the Plan is hereby
amended to read in its entirety as follows:

               2.1  Shares  Subject  to Plan.  The  shares of stock  subject  to
               Options shall be the Company's  common stock, par value $.001 per
               share.  The  aggregate  number of such shares which may be issued
               upon  exercise  of such  Options  under the Plan shall not exceed
               Eight hundred thousand (800,000).

3. No Other Change. Except as specifically modified in this Amendment, all other
provisions  and terms of the Plan shall remain  unchanged  and in full force and
effect.