Sample Business Contracts

Services Agreement - Rentrak Corp. and Joon S. Moon

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Dr. Joon S. Moon
Rentrak Corporation
Post Office Box 18888
Portland, Oregon  97218-0888

Dear Dr. Moon:

      This letter  agreement  confirms our  understanding  that you will provide
Rentrak  Corporation  ("Rentrak")  with  certain  "Services,"  described in more
detail below,  relating to the restructuring of Rentrak's business  relationship
with Rentrak Japan  ("RJ").  You will provide  these  Services  according to the
following terms and conditions:

1.    Services.  The Services include:

      (a) The sale to RJ of all RJ common  stock  currently  held by  Rentrak (a

      (b) Renegotiation of the terms of Rentrak's  current  licensing  agreement
with RJ, dated _____ (the "Current Licensing  Agreement").  For purposes of this
letter agreement,  a "Renegotiation"  has occurred when Rentrak and RJ execute a
duly authorized  licensing agreement that covers  substantially the same subject
matter as the Current  Licensing  Agreement but differs in some material respect
from the Current Licensing Agreement.

2.    Success Fees.

      (a) In the  event  of a Sale  during  the term of this  letter  agreement,
Rentrak  will pay you cash (in the  form of a  cashier's  check or by bank  wire
transfer) in an amount equal to 2 percent of the total  consideration paid by RJ
to Rentrak or its  shareholders in connection with the Sale. Such  consideration
may include,  among other forms of payment:  cash, cash equivalents,  securities
(other than the common stock of RJ),  notes  payable to Rentrak or its assignee,
and any  liabilities of Rentrak  assumed by RJ. Rentrak will pay this fee to you
in full upon closing of the Sale; provided, however, that any portion of the fee
attributable to payments that are to be made by RJ after the closing of the Sale
will be deferred  until such payment is received by Rentrak.  Any portion of the
fee consisting of securities or other non-cash  consideration  will be valued at
fair market value as of the day of closing.

      (b) In the  event  of a  Renegotiation  during  the  term of  this  letter
agreement,  Rentrak  will pay you cash (in the form of a  cashier's  check or by
bank wire) in an amount equal to _______________.

3. Right of First Refusal.  Rentrak shall have the right to accept or reject, in
its sole and absolute discretion,  any offer received from RJ in connection with
a Sale or  Renegotiation.  Rentrak  will  only  be  obligated  to pay  the  fees
described in section 2(a) and (b) above if a Sale or Renegotiation occurs within
the term of this letter agreement.


4. Term.  The term of this  letter  agreement  will begin as of the date of your
acceptance, as indicated below, and will continue until one year thereafter.

5. Exclusivity. During the term of this letter agreement, Rentrak will not enter
into an agreement with any other person for the Services  described in section 1

6.   Representations   and  Warranties.   Neither  you  nor  Rentrak  makes  any
representation,  express or  implied,  that a Sale or  Renegotiation  will occur
pursuant to this agreement.

7.  Governing  Law. This letter  agreement  will be governed by and construed in
accordance with Oregon law without reference to its choice of law principles.

8. Entire  Agreement.  This letter  agreement  constitutes the entire  agreement
between you and Rentrak  concerning the subject matter of this letter  agreement
and  supersedes  any prior or  contemporaneous  understandings,  agreements,  or
representations  by or between you and Rentrak,  written or oral,  to the extent
they relate in any way to the subject matter of this letter agreement.

9.  Assignment.  This letter agreement may not be assigned or transferred to any
person by you without Rentrak's prior written consent.

10. Counterparts. This letter agreement may be executed in counterparts, each of
which shall be deemed to be an original  but all of which shall  constitute  one
and the same agreement.

11.  Amendment.  No change or  amendment  will be made to this letter  agreement
except by an instrument in writing signed on behalf of both Rentrak and you.

Please indicate your acceptance of this letter agreement by executing and
returning the enclosed copy of this letter.

Very truly yours,

Rentrak Corporation

By: /s/ Paul A. Rosenbaum
Title:  CEO

Accepted and agreed to this 15 day of March, 2001.

/s/ Joon S. Moon
Dr. Joon S. Moon