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                                                                    EXHIBIT 10.1

                              SEPARATION AGREEMENT
                               AND GENERAL RELEASE

            This Separation Agreement and General Release ("Agreement") is
entered into as of July 1, 2004, between Thomas L. Kemp ("Mr. Kemp") and Penton
Media, Inc., a Delaware corporation ("Penton").

                                   WITNESSETH:

      WHEREAS, Mr. Kemp was employed by Penton pursuant to a Restated Employment
Agreement, dated as of January 1, 1999, as amended by the Amendment to the
Restated Employment Agreement, dated December 11, 2001, the Letter Agreement,
dated March 27, 2002, the Letter Agreement, dated May 21, 2004, and the Letter
Agreement, dated June 28, 2004 (collectively "Employment Agreement"), attached
as Exhibit A hereto; and

      WHEREAS, Mr. Kemp's employment relationship with Penton terminated on June
30, 2004 (the "Termination Date");

      WHEREAS, Mr. Kemp is no longer a director or an executive officer of
Penton; and

      WHEREAS, Mr. Kemp and Penton desire to enter into this Agreement to set
forth each party's rights and obligations in connection with Mr. Kemp's
termination of employment in lieu of the parties' rights and obligations under
the Employment Agreement and other related agreements, and to settle fully and
finally any and all issues between them which have arisen, or may arise, out of
the employment relationship and the termination of said relationship.

      NOW, THEREFORE, for and in consideration of the mutual promises, payments
and benefits herein contained and intending to be legally bound hereby, the
parties represent, warrant, covenant and agree as follows:

1.          DEFINITIONS. For purposes of this Agreement:

      (a)   "AGGREGATE VALUE OF THE PLEDGED SECURITIES" shall mean the total of
            (i) with respect to any Pledged Securities that have an exercise
            price, an amount calculated by subtracting the exercise price
            thereof from the Current Market Price and multiplying the
            difference, if positive, or zero, if negative, by the number of
            shares of Penton Common Stock underlying such Pledged Securities and
            (ii) with respect to all other Pledged Securities, an amount equal
            to the Current Market Price multiplied by the number of shares of
            Penton Common Stock underlying such Pledged Securities.

      (b)   "AVERAGE MARKET PRICE" shall mean, for any ten consecutive trading
            days on which Penton Common Stock is traded, (i) the numerical
            average of the closing prices of Penton Common Stock on the
            principal securities exchange or trading system on which such
            security is then traded on the days during such period; or (ii) if
            Penton Common Stock is not traded on a securities exchange or
            trading system during such period, the numerical average of the last
            quoted sale prices

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            (or, if not so quoted, the average of the high bid and low asked
            price) of Penton Common Stock in the over-the-counter market on the
            days during such period for which such prices are available; or
            (iii) if Penton Common Stock is not traded on a securities exchange
            or trading system or in the over-the-counter market during such
            period, the market value of Penton Common Stock at the midpoint of
            such period, as determined by an investment banking firm of
            recognized standing that is not an investment banking firm of Penton
            or any of its affiliates jointly retained by Penton and Mr. Kemp
            (or, if they are unable to agree on the choice of such a firm, a
            firm selected by lot from four such firms that are willing to serve,
            two of which shall be designated by Penton and two of which shall be
            designated by Mr. Kemp), the fees and expenses of such firm to be
            paid by Penton.

      (c)   "CALL AMOUNT" shall mean an amount such that, if the outstanding
            balance due under the Note were decreased by such amount, the Escrow
            Amount would be equal to the Maximum Withholding Amount.

      (d)   "CANCELLATION AMOUNT" shall mean the outstanding balance due under
            the Note.

      (e)   "COLLATERAL" shall mean, collectively, (a) the Pledged Securities
            and each addition, if any, thereto and each substitution, if any,
            therefor, in whole or in part, (b) the certificates, if any,
            representing the Pledged Securities, and (c) the dividends, cash,
            instruments and other property distributed in respect of, and other
            proceeds of any of, the foregoing; provided, however, that if any
            portion of the Collateral is cash, such cash shall immediately be
            transferred to Penton in full or partial satisfaction of the balance
            outstanding on the Note.

      (f)   "CONFIDENTIAL INFORMATION" shall have the meaning set forth in
            Paragraph 12 hereof.

      (g)   "CURRENT MARKET PRICE" shall mean, for any trading day on which
            Penton Common Stock is traded, (i) the closing price of Penton
            Common Stock on the principal securities exchange or trading system
            on which such security is then traded; or (ii) if Penton Common
            Stock is not traded on a securities exchange or trading system, the
            last quoted sale prices (or, if not so quoted, the averages of the
            high bid and low asked prices) of Penton Common Stock in the
            over-the-counter market; or (iii) if Penton Common Stock is not
            traded on a securities exchange or trading system or in the
            over-the-counter market, as determined by an investment banking firm
            of recognized standing that is not an investment banking firm of
            Penton or any of its affiliates jointly retained by Penton and Mr.
            Kemp (or, if they are unable to agree on the choice of such a firm,
            a firm selected by lot from four such firms that are willing to
            serve, two of which shall be designated by Penton and two of which
            shall be designated by Mr. Kemp), the fees and expenses of such firm
            to be paid by Penton; provided, however, that if Penton Common Stock
            is converted into another security, such

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            security shall be substituted for Penton Common Stock for purposes
            of this defined term.

      (h)   "CURRENT MARKET VALUE OF THE PLEDGED SECURITIES" shall mean the
            total of (i) with respect to any Pledged Securities that have an
            exercise price, an amount calculated by subtracting the exercise
            price thereof from the Average Market Price and multiplying the
            difference, if positive, or zero, if negative, by the number of
            shares of Penton Common Stock underlying such Pledged Securities and
            (ii) with respect to all other Pledged Securities, an amount equal
            to the Average Market Price multiplied by the number of shares of
            Penton Common Stock underlying such Pledged Securities.

      (i)   "EFFECTIVE DATE" shall have the meaning set forth in Paragraph 11
            hereof.

      (j)   "EMPLOYMENT AGREEMENT" shall have the meaning set forth in the
            recitals hereof.

      (k)   "ERISA" means the Employee Retirement Income Security Act of 1974,
            as amended.

      (l)   "ESCROW AGENT" shall mean KeyBank, N.A. (a national banking
            association).

      (m)   "ESCROW AGREEMENT" shall mean the escrow agreement attached as
            Exhibit B hereto.

      (n)   "ESCROW AMOUNT" shall have the meaning set forth in Paragraph 3(a)
            hereof.

      (o)   "EXCESS ESCROW AMOUNT" shall mean the amount, if any, by which the
            Escrow Amount exceeds the Maximum Withholding Amount.

      (p)   "GROSS UP PAYMENT" shall have the meaning set forth in Paragraph
            6(g) hereof.

      (q)   "HEALTH PLAN" shall have the meaning set forth in Paragraph 6(a)
            hereof.

      (r)   "INCENTIVE PLAN" shall mean Penton's 1998 Equity and Performance
            Incentive Plan (As Amended and Restated Effective as of March 15,
            2001).

      (s)   "INSOLVENT" shall mean (a) the pendency of any case against Mr.
            Kemp, whether voluntary or involuntary, arising under the United
            States Bankruptcy Code of 1978, 11 U.S.C. Sections 101-1330, as
            amended, or any successor statute; (b) the pendency of any case or
            proceeding against Mr. Kemp arising under any other applicable
            bankruptcy, reorganization, compromise, or arrangement with
            creditors, insolvency, readjustment of debt, or other similar law of
            any jurisdiction; (c) the appointment of, or taking possession by, a
            trustee, receiver, custodian, liquidator or similar official of any
            substantial assets of Mr. Kemp; (d) any assignment of the assets of
            Mr. Kemp for the benefit of Mr. Kemp's creditors; (e) the failure of
            Mr. Kemp generally to pay his debts as such debts become due or the
            written admission by Mr. Kemp that he can not pay his debts

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            generally; (f) the commencement of any lawsuit against Mr. Kemp by a
            person other than Penton, its affiliates or a person claiming by or
            through Penton or one or more of its affiliates, and for which Mr.
            Kemp is neither indemnified by Penton nor insured by Penton's
            liability insurer, and that (i) seeks damages in excess of $100,000
            or (ii) alleges violations of any state or federal securities laws;
            (g) the entry of any judgment against Mr. Kemp in excess of
            $100,000; or (h) any evidence, including any admission by Mr. Kemp,
            that Mr. Kemp's liabilities (excluding the Note) exceed his assets
            (excluding the Pledged Securities) by more than $100,000.

      (t)   "MAXIMUM WITHHOLDING AMOUNT" shall mean the total amount that Penton
            would be required to remit to all Taxing Authorities under
            applicable tax laws (applying the minimum applicable withholding
            rate required by law) if an amount equal to the remaining
            outstanding balance due under the Note, reduced by an amount equal
            to the Aggregate Value of the Pledged Securities were paid to Mr.
            Kemp, and such payment was treated as compensation paid to an
            employee.

      (u)   "MINIMUM AMOUNT" shall mean any amount that, if such amount were
            added to the Escrow Amount, the resulting value would be less than
            or equal to the Maximum Withholding Amount.

      (v)   "NOTE" shall mean the Promissory Note, dated January 18, 2000, as
            amended, issued by Mr. Kemp to Penton that was in effect on the
            Termination Date. A copy of the Note is attached as Exhibit C
            hereto. The outstanding balance due under the Note as of the
            Termination Date was $3,985,634.80.

      (w)   "PAYOFF DATE" shall mean the first date that there is no amount due
            from Mr. Kemp to Penton under the Note.

      (x)   "PENTON COMMON STOCK" shall mean the common stock, par value $0.01
            per share, of Penton.

      (y)   "PLEDGED SECURITIES" shall mean all of the shares of stock or other
            equity interests of Penton now owned by Mr. Kemp, as listed on
            Exhibit D hereto, and all shares of stock or other equity interests
            of Penton acquired by Mr. Kemp with respect to the Pledged
            Securities as a result of a reclassification, stock split, stock
            dividend or distribution, recapitalization, subdivision or other
            similar transaction involving the Pledged Securities.

      (z)   "RELEASED PARTIES" shall have the meaning set forth in Paragraph 7
            hereof.

      (aa)  "SETTLEMENT PLEDGED SECURITIES" shall have the meaning set forth in
            Paragraph 5(c)(iii)(B) hereof.

      (bb)  "TAXING AUTHORITIES" shall have the meaning set forth in Paragraph
            3(a) hereof.

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      (cc)  "TERMINATION DATE" shall have the meaning set forth in the recitals
            hereof.

      (dd)  "TRANSFER" shall have the meaning set forth in Paragraph 4(b)
            hereof.

2.          SEVERANCE PAYMENT. Subject to the provisions of Paragraphs 3 and 11
      of this Agreement, Penton shall make a lump sum payment to Mr. Kemp in an
      amount equal to $2,301,012.38. Such amount shall be payable to Mr. Kemp on
      the Effective Date or, if the Effective Date is not a business day, the
      first business day following the Effective Date. Penton shall withhold the
      minimum amounts from the payment described in this Paragraph 2 as are
      required by applicable tax laws and will pay such amounts to the
      applicable Taxing Authorities.

3.          ESCROW. (a) From the amount paid to Mr. Kemp pursuant to Paragraph 2
      of this Agreement, Mr. Kemp shall place $800,000 into escrow pursuant to
      the terms of the Escrow Agreement. The amount held in escrow pursuant to
      this Agreement and the Escrow Agreement, as increased by applicable
      interest or other earnings thereon or as decreased by distributions made
      pursuant to the terms of this Paragraph 3 and the Escrow Agreement, shall
      be referred to herein as the "Escrow Amount." The Escrow Amount shall be
      held in escrow by the Escrow Agent pursuant to the terms of the Escrow
      Agreement and shall be distributed only to Mr. Kemp or appropriate taxing
      authorities having the authority to collect income or payroll taxes from
      or relating to Mr. Kemp ("Taxing Authorities"), pursuant to the terms of
      this Paragraph 3 and the Escrow Agreement. For avoidance of doubt, Penton
      shall have no ownership interest in the Escrow Amount and shall not seek
      to, nor be entitled to, assert or pursue any claim to or against or any
      recovery from all or any portion of the Escrow Amount, whether with
      respect amounts asserted to be owed to Penton by Mr. Kemp or otherwise,
      other than to distribute such funds to the applicable Taxing Authorities.

            (b)   If at any time there is an Excess Escrow Amount, Mr. Kemp will
                  be entitled to require Penton to cause an amount of up to the
                  Excess Escrow Amount to be distributed to Mr. Kemp by the
                  Escrow Agent and, if Penton agrees, in its reasonable
                  judgment, that there is an Excess Escrow Amount, Penton shall
                  cause the Escrow Agent to distribute such Excess Escrow Amount
                  to Mr. Kemp.

            (c)   If at any time any amount of indebtedness is discharged under
                  the Note, upon proper evidence of such discharge being
                  presented to the Escrow Agent, Penton may cause the Escrow
                  Agent to distribute an amount equal to any withholding
                  payments that Penton determines in its reasonable judgment
                  that it is required to remit to all Taxing Authorities (based
                  on the minimum applicable withholding rate required by law)
                  with respect to such discharge from the Escrow Amount for the
                  account of Mr. Kemp to such appropriate Taxing Authorities;
                  provided, however, that if such discharge is a direct result
                  of an action by Penton, Penton will give Mr. Kemp notice of
                  such action at least five business days prior to taking such
                  action. Notwithstanding any other provision of this Agreement
                  or the Note, except as provided in Paragraph 5 hereof, Penton

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                  will not, without Mr. Kemp's written consent, take an action
                  that would directly result in discharge of indebtedness under
                  the Note on or prior to December 31, 2005. If, at Penton's
                  request, any amount is distributed by the Escrow Agent under
                  the Escrow Agreement to any Taxing Authority for purposes of
                  meeting Penton's withholding obligation related to a discharge
                  of indebtedness under the Note, and an appropriate amount of
                  indebtedness has not theretofore been discharged under the
                  Note, an appropriate amount of indebtedness related to such
                  distribution shall be deemed to have been discharged, and
                  neither Mr. Kemp nor his estate will be required to make any
                  future payments with respect to the amount of such discharge.

            (d)   On August 31, 2007, Penton shall cause the then-remaining
                  Escrow Amount to be distributed to Mr. Kemp by the Escrow
                  Agent.

4.          PLEDGE OF STOCK.

                  (a)   SECURITY INTEREST. Mr. Kemp hereby grants to Penton a
                        security interest in and an assignment of the Collateral
                        as security for the Note. As a condition to the payment
                        made to Mr. Kemp pursuant to Paragraph 2 of this
                        Agreement, Mr. Kemp will deposit the Pledged Securities
                        and appropriate stock powers with Penton on the date on
                        which such payment is made to Mr. Kemp.

                  (b)   RESTRICTIONS. From the date hereof until the Pledged
                        Securities are returned to Mr. Kemp as provided in this
                        Agreement, Mr. Kemp will not, directly or indirectly (i)
                        sell, pledge, encumber, transfer or dispose of, or grant
                        an option with respect to, any or all of the Pledge
                        Securities or any interest therein or (ii) enter into an
                        agreement or commitment providing for the sale, pledge,
                        encumbrance, transfer or disposition of, or grant of an
                        option with respect to, any or all of the Pledge
                        Securities or any interest therein (each, a "Transfer"),
                        other than a Transfer to Penton as provided in this
                        Agreement. Any attempted Transfer in violation of this
                        Paragraph 4(b) will be void. Penton shall not register
                        any such Transfer on the record books of Penton other
                        than a Transfer to Penton as provided in this Agreement.

                  (c)   RELEASE OF COLLATERAL. If Mr. Kemp repays the entire
                        outstanding balance due under the Note or the Note is
                        otherwise completely discharged without all of the
                        Pledged Securities and other Collateral being applied to
                        reduce the balance of the Note to zero, Penton shall
                        return to Mr. Kemp all of the Pledged Securities and
                        other Collateral or any portion thereof that remain
                        pledged after such payment or discharge. In addition, on
                        August 31, 2007, Penton shall return to Mr. Kemp all of
                        the Pledged Securities and other Collateral that have
                        not been transferred to

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                        Penton pursuant to this Agreement (other than pursuant
                        to Paragraph 4(a)).

                  (d)   REPRESENTATIONS AND WARRANTIES. In connection with the
                        provisions of this Paragraph 4, Mr. Kemp makes the
                        representations and warranties set forth in Paragraph 18
                        hereof.

                  (e)   VOTING RIGHTS; EXERCISE OF STOCK OPTIONS. Mr. Kemp shall
                        be entitled to exercise any and all voting and other
                        rights pertaining to the Collateral or any part thereof,
                        including the Pledged Securities, for any purpose not
                        inconsistent with the terms of this Agreement. Penton
                        shall deliver (or cause to be delivered) to Mr. Kemp all
                        such proxy statements, annual reports, proxies and other
                        instruments as Mr. Kemp may reasonably request for the
                        purpose of enabling Mr. Kemp to exercise such voting and
                        other rights. In addition, Mr. Kemp shall be entitled to
                        exercise any stock options included within the Pledged
                        Securities or other Collateral at any time at which, and
                        in any manner in which, exercise is permitted by the
                        instruments evidencing such stock options; provided,
                        however, that any shares of Penton Common Stock obtain
                        upon such exercise shall become Pledged Securities
                        hereunder.

5.          NOTE. The Note is hereby incorporated into this Agreement by
      reference and, except as provided in Paragraph 3 or below in this
      Paragraph 5 with respect to actions that will become effective, subject to
      Paragraph 11 hereof, on the Effective Date, shall not be affected by the
      execution of this Agreement.

                  (a)   DEATH OR DISABILITY. If Mr. Kemp dies or becomes
                        disabled (as described in the disability policy
                        purchased by Penton pursuant to Paragraph 3(i) of the
                        Employment Agreement) while there is any outstanding
                        balance due under the Note, neither Mr. Kemp nor his
                        estate will be required to make any further payments
                        with respect to the Note, and the balance due under the
                        Note as of the date of such death or disability will be
                        reduced to zero.

                  (b)   INSOLVENCY. (i) Upon one business day advance notice to
                        Mr. Kemp, Penton may elect to transfer ownership of the
                        Pledged Securities into its name if, (A) at any time,
                        Mr. Kemp becomes Insolvent and (B) there remains an
                        outstanding balance due on the Note.

                        (ii)  If Penton elects to enforce its rights under
                              Paragraph 5(b)(i), Mr. Kemp will have no further
                              ownership rights with respect to the least whole
                              number of Pledged Securities that has an aggregate
                              value (calculated in the same manner as the
                              Aggregate Value of the Pledged

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                              Securities) equal to the outstanding balance due
                              under the Note.

                        (iii) In addition, if Penton elects to enforce its
                              rights under Paragraph 5(b)(i), (A) the
                              outstanding balance due under the Note shall be
                              decreased by an amount equal to the Aggregate
                              Value of the Pledged Securities transferred to
                              Penton, (B) neither Mr. Kemp nor his estate will
                              be required to make any further payments with
                              respect to the Note and (C) the remaining balance
                              due under the Note (after giving effect to clause
                              (A) of this Paragraph 5(b)(iii)) shall be reduced
                              to zero.

                  (c)   ADDITIONAL RIGHTS WITH RESPECT TO THE PLEDGED
                        SECURITIES. From and after January 3, 2005, upon one
                        business day advance notice to Mr. Kemp:

                        (i)   (A) Penton may elect to transfer ownership of the
                              Pledged Securities into its name at any time that
                              the Current Market Value of the Pledged Securities
                              is less than or equal to the Minimum Amount.

                        (B)   If Penton elects to enforce its rights under this
                              Paragraph 5(c)(i), Mr. Kemp will have no further
                              ownership rights with respect to the Pledged
                              Securities.

                        (C)   In addition, if Penton elects to enforce its
                              rights under this Paragraph 5(c)(i), (1) the
                              outstanding balance due under the Note shall be
                              decreased by an amount equal to the Aggregate
                              Value of the Pledged Securities, (2) neither Mr.
                              Kemp nor his estate will be required to make any
                              further payments with respect to the Note and (3)
                              the remaining balance due under the Note (after
                              giving effect to clause (1) of this Paragraph
                              5(c)(i)(C)) shall be reduced to zero.

                        (ii)  (A) At any time after the Current Market Value of
                              the Pledged Securities first exceeds 110% of the
                              Call Amount, Penton may elect to transfer
                              ownership of the Pledged Securities into its name
                              if the Current Market Value of the Pledged
                              Securities is less than or equal to the Call
                              Amount.

                        (B)   If Penton elects to enforce its rights under this
                              Paragraph 5(c)(ii), Mr. Kemp will have no further
                              ownership rights with respect to the Pledged
                              Securities.

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                        (C)   In addition, if Penton elects to enforce its
                              rights under this Paragraph 5(c)(ii), (1) the
                              outstanding balance due under the Note shall be
                              decreased by an amount equal to the Aggregate
                              Value of the Pledged Securities, (2) neither Mr.
                              Kemp nor his estate will be required to make any
                              further payments with respect to the Note and (3)
                              the remaining balance due under the Note (after
                              giving effect to clause (1) of this Paragraph
                              5(c)(ii)(C)) shall be reduced to zero.

                        (iii) (A) Penton may elect to transfer ownership of the
                              Pledged Securities into its name at any time that
                              the Current Market Value of the Pledged Securities
                              is greater than or equal to the Cancellation
                              Amount.

                        (B)   If Penton elects to enforce its rights under this
                              Paragraph 5(c)(iii), Mr. Kemp will have no further
                              ownership rights with respect to the least whole
                              number of Pledged Securities that has an aggregate
                              value (calculated in the same manner as the
                              Aggregate Value of the Pledged Securities) not
                              less than the Cancellation Amount (the "Settlement
                              Pledged Securities").

                        (C)   In addition, if Penton elects to enforce its
                              rights under this Paragraph 5(c)(iii), (1) Penton
                              shall apply the aggregate value of the Settlement
                              Pledged Securities (calculated in the same manner
                              as the Aggregate Value of the Pledged Securities)
                              to reduce the outstanding balance due under the
                              Note to zero such that all obligations of Mr. Kemp
                              with respect to the Note shall be thereby
                              satisfied in full, (2) Penton shall immediately
                              cause the Escrow Amount to be distributed to Mr.
                              Kemp under the Escrow Agreement and (3) Penton
                              shall return to Mr. Kemp any Pledged Securities
                              that are not Settlement Pledged Securities.

                        (iv)  (A) Penton may elect to transfer ownership of the
                              Pledged Securities into its name if Mr. Kemp
                              requires Penton to, and Penton does cause an
                              amount to be distributed to Mr. Kemp pursuant to
                              Paragraph 3(b) of this Agreement.

                        (B)   If Penton elects to enforce its rights under this
                              Paragraph 5(c)(iv), Mr. Kemp will have no further
                              ownership rights with respect to the least whole
                              number of Pledged Securities that has an aggregate
                              value (calculated in the same manner as the
                              Aggregate Value of the Pledged

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                              Securities) equal to the outstanding balance due
                              under the Note.

                        (C)   In addition, if Penton elects to enforce its
                              rights under this Paragraph 5(c)(iv), (1) the
                              outstanding balance due under the Note shall be
                              decreased by an amount equal to the Aggregate
                              Value of the Pledged Securities transferred to
                              Penton, (2) neither Mr. Kemp nor his estate will
                              be required to make any further payments with
                              respect to the Note and (3) the remaining balance
                              due under the Note (after giving effect to clause
                              (1) of this Paragraph 5(c)(iv)(C)) shall be
                              reduced to zero.

                        (v)   In the event that the Pledged Securities are
                              converted into or exchanged for cash or other
                              property as a result of a merger, consolidation,
                              reorganization, recapitalization or other similar
                              transaction, (A) ownership of such cash or other
                              property in an amount equal to the outstanding
                              balance due under the Note will be transferred to
                              Penton, (B) the outstanding balance due under the
                              Note shall be decreased by an amount equal to the
                              aggregate value of the cash proceeds or other
                              property (which, in the case of property that is
                              securities, will be calculated in the same manner
                              as the Aggregate Value of the Pledged Securities)
                              transferred to Penton, (C) neither Mr. Kemp nor
                              his estate will be required to make any further
                              payments with respect to the Note and (D) the
                              remaining balance due under the Note (after giving
                              effect to clause (B) of this Paragraph 5(c)(v))
                              shall be reduced to zero.

                        (vi)  (A) Penton may elect to transfer ownership of the
                              Pledged Securities into its name if Mr. Kemp has
                              not repaid the entire outstanding balance due
                              under the Note, or the Note is not otherwise
                              completely discharged, by the Maturity Date (as
                              defined in the Note).

                        (B)   If Penton elects to enforce its rights under this
                              Paragraph 5(c)(vi), Mr. Kemp will have no further
                              ownership rights with respect to the least whole
                              number of Pledged Securities that has an aggregate
                              value (calculated in the same manner as the
                              Aggregate Value of the Pledged Securities) equal
                              to the outstanding balance due under the Note.

                        (C)   In addition, if Penton elects to enforce its
                              rights under this Paragraph 5(c)(vi), (1) the
                              outstanding balance due under the Note shall be
                              decreased by an amount equal to the

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                              Aggregate Value of the Pledged Securities
                              transferred to Penton, (2) neither Mr. Kemp nor
                              his estate will be required to make any further
                              payments with respect to the Note and (3) the
                              remaining balance due under the Note (after giving
                              effect to clause (1) of this Paragraph
                              5(c)(vi)(C)) shall be reduced to zero.

                  (d)   ACCELERATION; TRANSFER. Notwithstanding any other
                        provision of this Agreement or the Note to the contrary,
                        Penton will not cause the Note to become immediately due
                        and payable prior to the Maturity Date (as defined in
                        the Note), Penton will treat Mr. Kemp's separation from
                        Penton for purposes of the Note as a "Termination
                        without Cause," as defined in paragraph 5 of the
                        Employment Agreement, and Penton will not transfer the
                        Note without the consent of Mr. Kemp. Any transfer of
                        the Note without Mr. Kemp's consent will be void. Any
                        successor in interest to Penton in the Note will be
                        bound by the terms of Paragraph 3 and this Paragraph 5
                        as if these paragraphs were stated in full in the Note.

                  (e)   REPAYMENT. Mr. Kemp may repay the Note in whole or in
                        part at any time by transferring all or a portion of the
                        Pledged Securities to Penton. Pledged Securities that
                        are transferred to Penton by Mr. Kemp to repay the Note
                        shall have a value per share equal to the Current Market
                        Price on the date of payment. Pledged Securities that
                        are transferred to Penton by Mr. Kemp to repay the Note
                        shall no longer be Pledged Securities for purposes of
                        this Agreement following the date on which such Pledged
                        Securities are transferred to Penton by Mr. Kemp.

                  (f)   PREFERENCE CLAIMS. If any person commences a claim,
                        suit, action or proceeding against Mr. Kemp seeking the
                        return to Penton of amounts paid to Mr. Kemp or for his
                        benefit under this Agreement and such claim, suit,
                        action or proceeding results in a final, non-appealable
                        judgment against Mr. Kemp while there is any outstanding
                        balance due under the Note, neither Mr. Kemp nor his
                        estate will be required to make any further payments
                        with respect to the Note, and the balance due under the
                        Note as of the date such judgment becomes final and
                        non-appealable will be reduced to zero.

                                      11 -

<PAGE>

6.          ADDITIONAL BENEFITS AND COMPENSATION.

                  (a)   MEDICAL COVERAGE. Mr. Kemp and his eligible dependents
                        shall be entitled to continue to participate, at no cost
                        to Mr. Kemp, in Penton's group health plan (medical,
                        dental, prescription drug and vision coverage) (the
                        "Health Plan") for a period of eighteen (18) months
                        following the Termination Date on the same basis that
                        Penton's active employees participate in such plan
                        during that period. Mr. Kemp agrees that the coverage
                        provided by Penton pursuant to this Paragraph 6(a) will
                        satisfy the Health Plan's obligation to provide Mr. Kemp
                        the right to continuation coverage under the Health Plan
                        pursuant to Part 6 of Subtitle B of Title I of ERISA.

                  (b)   STOCK OPTIONS. Except as otherwise provided in this
                        Paragraph 6(b), Mr. Kemp's eligibility to exercise stock
                        options granted to him prior to the Termination Date
                        will be governed by the terms and conditions of the
                        Incentive Plan and the agreements previously entered
                        into between Penton and Mr. Kemp with respect to such
                        stock options. Notwithstanding the foregoing, (i) all
                        outstanding stock options that were granted to Mr. Kemp
                        prior to the Termination Date shall become immediately
                        exercisable as of the Effective Date and any agreement
                        evidencing such stock options is hereby amended
                        accordingly; and (ii) all outstanding stock options
                        granted to Mr. Kemp that have an exercise price of $0.37
                        per share shall be exercisable and shall not terminate
                        until July 31, 2007 and any agreement evidencing such
                        stock options is hereby amended accordingly.

                  (c)   PERFORMANCE SHARES. Except as otherwise provided in this
                        Paragraph 6(c), Mr. Kemp's eligibility to receive the
                        Performance Shares (as defined in the Incentive Plan)
                        granted to him prior to the Termination Date will be
                        governed by the terms and conditions of the Incentive
                        Plan and the agreements previously entered into between
                        Penton and Mr. Kemp with respect to such Performance
                        Shares. Notwithstanding the foregoing, all 125,000
                        outstanding Performance Shares shall become immediately
                        vested and nonforfeitable as of the Effective Date, such
                        125,000 Performance Shares shall be issued to Mr. Kemp
                        as of the Effective Date and any agreement evidencing
                        such Performance Shares is hereby amended accordingly.

                  (d)   DEFERRED SHARES. Mr. Kemp's eligibility to receive
                        514,706 Deferred Shares (as defined in the Incentive
                        Plan) granted to him prior to the Termination Date will
                        be governed by the terms and conditions of the Incentive
                        Plan and the Deferred Shares

                                      12 -

<PAGE>

                        Agreement dated June 28, 2004 previously entered into
                        between Penton and Mr. Kemp with respect to such
                        Deferred Shares.

                  (e)   RESTRICTED STOCK UNITS. The restricted stock units
                        granted to Mr. Kemp under Penton's Management Stock
                        Purchase Plan (As Amended and Restated Effective as of
                        January 1, 2000) will immediately vest as of the
                        Effective Date. As a condition to his receipt of Penton
                        Common Stock underlying such restricted stock units, Mr.
                        Kemp will be responsible for any required withholding
                        with respect to the vesting of the restricted stock
                        units.

                  (f)   LIFE AND DISABILITY INSURANCE. (i) Penton will use its
                        reasonable best efforts to maintain in effect until the
                        Payoff Date the term life insurance coverage for Mr.
                        Kemp's benefit described in Paragraph 3(h) of the
                        Employment Agreement in an amount equal to at least the
                        total amount that Mr. Kemp would be required to remit to
                        all Taxing Authorities under applicable tax laws if an
                        amount equal to the remaining outstanding balance due
                        under the Note were paid to Mr. Kemp, and such payment
                        was treated as compensation paid to an employee. If
                        Penton is unable to maintain such life insurance on
                        behalf of Mr. Kemp, it shall provide, from its own
                        funds, a lump sum death benefit equal to the minimum
                        term life insurance coverage amount provided for in the
                        preceding sentence, which shall be payable to Mr. Kemp's
                        designated beneficiary or beneficiaries in the event of
                        his death prior to the Payoff Date. Penton shall
                        withhold from any amount payable pursuant to the
                        preceding sentence the minimum amounts required by
                        applicable tax laws and will pay such withheld amounts
                        to the applicable Taxing Authorities.

                        (ii)  Penton will use its reasonable best efforts to
                              maintain in effect until the Payoff Date the
                              long-term disability coverage for Mr. Kemp's
                              benefit described in Paragraph 3(i) of the
                              Employment Agreement in an amount equal to at
                              least the total amount that Mr. Kemp would be
                              required to remit to all Taxing Authorities under
                              applicable tax laws if an amount equal to the
                              remaining outstanding balance due under the Note
                              were paid to Mr. Kemp, and such payment was
                              treated as compensation paid to an employee. If
                              Penton is unable to maintain such supplementary
                              long-term disability coverage on behalf of Mr.
                              Kemp, it shall provide, from its own funds, a lump
                              sum disability benefit equal to the minimum
                              long-term disability insurance coverage amount
                              provided for in the preceding sentence, which
                              shall be payable to Mr. Kemp in the event of his
                              disability prior to the Payoff Date.

                                      13 -

<PAGE>

                              Penton shall withhold from any amount payable
                              pursuant to the preceding sentence the minimum
                              amounts required by applicable tax laws and will
                              pay such withheld amounts to the applicable Taxing
                              Authorities.

                        (ii)  Penton shall provide evidence to Mr. Kemp, upon
                              Mr. Kemp's written request, of the amounts of
                              insurance maintained in effect at the time of such
                              request as required by this Paragraph 6(f);
                              provided, however, that Penton need not honor such
                              request if made within three months of delivery of
                              such evidence in response to a prior request from
                              Mr. Kemp.

                  (g)   ADDITIONAL PAYMENTS. (i) Each year Penton shall make a
                        payment (the "Gross Up Payment") to Mr. Kemp in an
                        amount equal to the total of all income taxes imposed on
                        Mr. Kemp as a result of (A) Penton's provision of life
                        and disability insurance coverage as set forth in
                        Paragraph 6(f) of this Agreement; and (B) the Gross Up
                        Payment.

                        (ii)  The amount of the Gross Up Payment shall be
                              calculated by Penton's independent auditors at the
                              time that such calculation is necessary. Mr. Kemp
                              shall provide such information as is reasonably
                              necessary in connection with any such calculation.

                  (h)   COMPUTER. Mr. Kemp will be entitled, after the
                        Termination Date, to keep his Penton-provided personal
                        computer system (including printer and docking station),
                        provided that any non-public information about Penton
                        has been removed from such computer.

                  (i)   D&O INSURANCE. Mr. Kemp shall be covered by Penton's
                        liability insurance policy relating to his positions as
                        a director and officer of Penton so long as such policy
                        remains in force. In the event such policy is
                        discontinued, Penton shall purchase a liability
                        insurance policy for Mr. Kemp and will maintain such
                        policy in effect until the fifth anniversary of the
                        Termination Date. The liability insurance provided to
                        Mr. Kemp under this Paragraph 6(i) shall be on terms and
                        include coverage no less favorable at any time than the
                        terms and coverage of the director and officer liability
                        insurance then maintained for the directors and officers
                        of Penton then serving in office.

                  (j)   INDEMNIFICATION. Mr. Kemp shall be entitled to
                        continuing indemnification from Penton under Penton's
                        Certificate of Incorporation, Bylaws, applicable state
                        law and the terms of any

                                      14 -

<PAGE>

                        existing indemnification agreement in effect immediately
                        prior to the Termination Date with respect to all of his
                        acts or failures to act while employed or engaged by
                        Penton or its affiliates or predecessors in any
                        capacity, whether as a director, officer, employee,
                        agent or otherwise.

                  (k)   LEGAL FEES. Penton shall reimburse Mr. Kemp for
                        reasonable legal fees incurred by Mr. Kemp in connection
                        with the execution of this Agreement; provided, however,
                        that such amount shall not exceed $55,000.

                  (l)   EXPENSE REIMBURSEMENT. Mr. Kemp will submit any
                        outstanding expenses for which he is entitled to be
                        reimbursed by Penton within sixty (60) days of the
                        execution of this Agreement, and Penton will promptly
                        provide such reimbursement, subject to Penton's
                        requirements applicable generally with respect to
                        reporting and documentation of such expenses.

                  (m)   WITHHOLDING. Unless otherwise provided for in this
                        Agreement, Penton shall withhold such amounts from the
                        payments described herein as are required by applicable
                        tax law.

7.          RELEASE OF ALL CLAIMS.  In exchange for the monies and benefits
      given to Mr. Kemp under this Agreement, Mr. Kemp hereby releases any and
      all claims against Penton, its subsidiaries, affiliates, predecessors,
      successors, and their officials, directors, employees, and shareholders
      (collectively, the "Released Parties") that relate to his employment or
      termination from employment, any contracts, agreement, policies or
      programs related to that employment and any employee plans or programs
      (including, without limitation, any "employee benefit plans," as defined
      in Section 3(3) of ERISA and all other severance pay, salary continuation,
      bonus, incentive, stock option, retirement, pension, profit sharing or
      deferred compensation plans, contracts, programs, funds, or arrangements
      of any kind (whether written or oral, qualified or nonqualified, funded or
      unfunded, currently effective or terminated)) in which Mr. Kemp was a
      participant during his employment. The claims that Mr. Kemp is releasing
      include, but are not limited to, claims under Title VII of the Civil
      Rights Act of 1964, 42 U.S.C. Section 2000e, et seq.; the Age
      Discrimination in Employment Act, 29 U.S.C. Section 29 U.S.C. Section 621,
      et seq. ("ADEA"); the Americans with Disabilities Act, 42 U.S.C. Section
      12101, et seq. ("ADA"); the Equal Pay Act, 29 U.S.C. Section 206; the
      National Labor Relations Act, 29 U.S.C. Section 151, et seq. ("NLRA"); the
      Fair Labor Standards Act, 29 U.S.C. Section 201, et seq.; the Worker
      Adjustment and Retraining Notification ("WARN") Act, 29 U.S.C. Section
      2101 et seq.; the Ohio Civil Rights Act, Ohio Revised Code Section
      4112.01, et seq. and Ohio Revised Code Section 4101.17; or the Family
      Medical Leave Act, 29 U.S.C. Section 2601, et seq.; ERISA, 29 U.S.C.
      Section 1001, et seq; the Health Insurance Portability and Accountability
      Act ("HIPAA"); all as amended; and federal, state, or local common law or
      policy, public or otherwise. Again without limiting the foregoing, Mr.
      Kemp also gives up any claims he

                                      15 -

<PAGE>

      may have in regard to his Employment Agreement, as well as any other
      express or implied contractual claims of any kind, under the Employment
      Agreement or any other agreement with the Released Parties, as well as any
      estoppel claims. Mr. Kemp further agrees never to seek employment with the
      Released Parties in the future. Notwithstanding the foregoing, (i) Mr.
      Kemp is not releasing any rights, entitlements or benefits under any
      provision of this Agreement or claims related to the enforcement of this
      Agreement, (ii) Mr. Kemp is not releasing any defenses, counterclaims or
      cross-claims that he might have related to the Note in the event that
      Penton or any subsequent holder of the Note commences proceedings to
      enforce the Note, and (iii) Mr. Kemp is not releasing his right to any
      benefits to which he is entitled under any retirement plan of Penton that
      is intended to be qualified under Section 401(a) of the Internal Revenue
      Code of 1986, as amended, including, without limitation, his right to any
      benefits provided under the terms of Penton's Retirement and Savings Plan
      and Penton's Retirement Plan.

8.          COVENANT NOT TO SUE. Except as set forth in Paragraph 7 of this
      Agreement, Mr. Kemp will not bring or maintain any action or proceeding or
      otherwise prosecute or sue the Released Parties either affirmatively or by
      way of cross complaint, defense or counterclaims, or in any other manner
      with respect to the claims herein released. The foregoing sentence shall
      be construed as a covenant not to sue. This covenant not to sue includes
      actions or proceedings on behalf of himself or others. This Agreement may
      be introduced as evidence at any legal proceeding as a complete defense to
      any claims ever asserted by Mr. Kemp against any of the Released Parties.
      If Mr. Kemp is required to participate in a governmental agency
      proceeding, as a witness or otherwise, under subpoena or other legal
      process, such participation shall not be a violation of this Section 8.

9.          VOLUNTARY EXECUTION. Mr. Kemp acknowledges that he has had the
      opportunity to talk with an attorney before signing this Agreement. Penton
      has advised Mr. Kemp that he should talk with an attorney before signing
      this Agreement. Subject to Paragraph 6(k) of this Agreement, any costs or
      fees associated with any such consultation shall be Mr. Kemp's
      responsibility.

10.         ACKNOWLEDGMENT. Mr. Kemp received a copy of this Agreement on July
      1, 2004. No deadline of less than twenty-one (21) days has been imposed
      upon Mr. Kemp to sign this Agreement. If Mr. Kemp signs this Agreement
      less than twenty-one (21) days from July 1, 2004, he understands that he
      does not have to do so.

11.         REVOCATION PERIOD.  Mr. Kemp may revoke the release and covenant
      set forth in Paragraphs 7 and 8 of this Agreement at any time within seven
      (7) days after this Agreement has been signed by both Mr. Kemp and Penton
      by providing written notice of revocation by hand delivery or registered
      mail addressed to: Preston L. Vice, Penton Media, Inc., 1300 East 9th
      Street, Cleveland, OH 44114. For revocation to be effective, written
      notice must be received by Mr. Vice no later than the close of business on
      the seventh day after Mr. Kemp signs this Agreement. Penton's obligations
      under this Agreement are contingent upon Mr. Kemp not revoking this
      Agreement during such

                                      16 -

<PAGE>

      period; without limiting the generality of the foregoing, if Mr. Kemp
      revokes, Penton owes him nothing under Paragraphs 2 and 6 of this
      Agreement, and the agreements of Penton set forth in Paragraph 5 of this
      Agreement and agreements of Mr. Kemp hereunder shall be null and void. If
      Mr. Kemp does not exercise his right of revocation under this Paragraph
      11, the eighth day after the date of this Agreement shall be the
      "Effective Date" for purposes of this Agreement.

12.         CONFIDENTIAL INFORMATION.  Mr. Kemp acknowledges that the
      information, observations and data obtained by him while employed by
      Penton concerning the business or affairs of Penton or any of its
      subsidiaries or affiliates or any predecessor thereof (unless and except
      to the extent the foregoing become generally known to and available for
      use by the public other than as a result of Mr. Kemp's acts or omissions
      to act, "Confidential Information") are the property of Penton or such
      subsidiary or affiliate. Therefore, Mr. Kemp agrees that until the third
      anniversary of the Termination Date, he shall not disclose any
      Confidential Information without the prior written consent of Penton
      unless and except to the extent provided in Paragraph 16 or that such
      disclosure is required by any law or any subpoena or other legal process
      (in which event Mr. Kemp will give Penton prompt notice of such subpoena
      or other legal process in order to permit Penton to seek appropriate
      protective orders), and that he shall not use any Confidential Information
      for his own account without the prior written consent of Penton. Mr. Kemp
      has returned to Penton all memoranda, notes, plans, records, reports,
      computer tapes and software and other documents and data (and copies
      thereof) relating to the Confidential Information, or to the work product
      or the business of Penton or any of its subsidiaries or affiliates.

13.         NON-COMPETE, NON-SOLICITATION.

            (a) Mr. Kemp acknowledges that in the course of his employment with
      Penton he has become familiar with trade secrets and customer lists of and
      other confidential information concerning Penton and its subsidiaries and
      affiliates and predecessors thereof and that his services have been of
      special, unique and extraordinary value to Penton.

            (b) Mr. Kemp agrees for a period of one year following the
      Termination Date, he shall not in any manner, directly or indirectly,
      through any person, firm or corporation, alone or as a member of a
      partnership or as an officer, director, shareholder, investor or employee
      of or in any other corporation or enterprise or otherwise, engage or be
      engaged in, or assist any other person, firm, corporation or enterprise in
      engaging or being engaged in, any business then actively being conducted
      by Penton or any of its subsidiaries. Notwithstanding the foregoing,
      Penton will not unreasonably withhold a waiver of Mr. Kemp's compliance
      with his obligations under this Paragraph 13(b), upon Mr. Kemp's request
      to associate with a person who is not a major competitor of Penton and
      represents competition only for a minor part of Penton's annual revenues
      or earnings, in each case as determined in good faith by the Board of
      Directors of Penton.

                                      17 -

<PAGE>

            (c) Mr. Kemp further agrees that for a period of two years following
      the Termination Date, he shall not in any manner, directly or indirectly,
      induce or attempt to induce any employee of Penton or of any of its
      subsidiaries or affiliates to quit or abandon his employ.

            (d) Nothing in this Paragraph 13 shall prohibit Mr. Kemp from being:
      (i) a shareholder in a mutual fund or a diversified investment company or
      (ii) a passive owner of not more than 5% of the outstanding equity
      securities of any class of a corporation or other entity which is publicly
      traded, so long as Mr. Kemp has no active participation in the business of
      such corporation or other entity.

            (e) If, at the time of enforcement of this Paragraph 13, a court
      holds that the restrictions stated herein are unreasonable under
      circumstances then existing, the parties hereto agree that the maximum
      period, scope or geographical area reasonable under such circumstances
      shall be substituted for the stated period, scope or area and that the
      court shall be allowed to revise the restrictions contained herein to
      cover the maximum period, scope and area permitted by law.

14.         ENFORCEMENT. Because Mr. Kemp's services were unique and because Mr.
      Kemp had access to Confidential Information and work product, the parties
      hereto agree that Penton would be damaged irreparably in the event any of
      the provisions of Paragraphs 12 or 13 hereof were not performed in
      accordance with their specific terms or were otherwise breached and that
      money damages would be an inadequate remedy for any such non-performance
      or breach. Therefore, Penton or its successors or assigns shall be
      entitled, in addition to other rights and remedies existing in their
      favor, to an injunction or injunctions to prevent any breach or threatened
      breach of any of such provisions and to enforce such provisions
      specifically (without posting a bond or other security).

15.         NON-DISPARAGEMENT. Because the purpose of this Agreement is to
      settle amicably all disputes and potential disputes between the parties,
      Mr. Kemp will not make or cause to be made any statements to any third
      parties criticizing or disparaging Penton, its officers, directors or
      affiliates or commenting on the business reputation of Penton, except if
      any litigation commences involving Mr. Kemp and Penton and except to the
      extent required by law or under a subpoena or other legal process. Penton
      agrees that it, its officers, directors and affiliates will not make or
      cause to be made any statements to any third parties criticizing or
      disparaging Mr. Kemp or commenting on his reputation or management of
      Penton, except if any litigation commences involving Mr. Kemp and Penton
      and except to the extent required by law or under a subpoena or other
      legal process.

16.         FUTURE COOPERATION. Mr. Kemp will cooperate fully with Penton and
      will provide Penton with any information it requests from Mr. Kemp in
      connection with his service to Penton. Further, Mr. Kemp will cooperate
      fully with Penton and Penton's counsel in connection with any present or
      future actual or threatened litigation or administrative proceeding
      involving Penton or its officers, directors, agents, employees,
      shareholders, successors or assigns, and relating to events or conduct
      occurring (or

                                      18 -

<PAGE>

      claimed to have occurred) during the period of Mr. Kemp's service with
      Penton. This cooperation shall include, but not be limited to, (a) making
      himself reasonably available for interviews and discussions with Penton's
      counsel as well as for depositions and trial testimony, (b) if depositions
      or trial testimony are to occur, making himself reasonably available and
      cooperating in the preparation for them as to the extent that Penton or
      Penton's counsel reasonably request, (c) refraining from impeding in any
      way Penton's prosecution or defense of such litigation or administrative
      proceeding, and (d) cooperating fully in the development and presentation
      of Penton's prosecution or defense of such litigation or administrative
      proceeding. All obligations under this Paragraph 16 shall continue in full
      force and effect for five years from the date of this Agreement, and
      thereafter shall continue only with respect to those actual or threatened
      litigations or administrative proceedings which are pending or threatened
      as of the Termination Date. Mr. Kemp will cooperate as to the execution
      and enforcement of this Agreement. Mr. Kemp will sign any and all
      additional documents that may be necessary to carry out the terms and
      intent of this Agreement. Mr. Kemp shall be reimbursed by Penton for
      reasonable travel, lodging, telephone and similar expenses incurred in
      connection with such cooperation, which Penton shall reasonably endeavor
      to schedule at times not conflicting with the reasonable requirements of
      any future employer of Mr. Kemp, or with the requirements of any third
      party with whom Mr. Kemp has a business relationship that provides
      remuneration to Mr. Kemp. Mr. Kemp shall not unreasonably withhold his
      availability for such cooperation. Notwithstanding the foregoing, this
      Paragraph 16 shall be suspended and of no effect during the pendency of
      any dispute or litigation between Mr. Kemp and Penton.

17.         BREACH. In the event that Mr. Kemp materially breaches any of his
      promises, covenants or obligations under this Agreement and fails to cure
      such breach with 15 days after receiving notice of such breach from
      Penton, Penton shall have such remedies as may be available to it at law
      or in equity. In addition, Penton's obligations under Paragraphs 2 and 6
      of this Agreement shall cease.

18.         REPRESENTATIONS AND WARRANTIES. In connection with the provisions of
      Paragraph 4 of this Agreement, Mr. Kemp represents and warrants to Penton
      as follows:

                  (a)   Mr. Kemp is the legal record and beneficial owner of,
                        and has good and marketable title to, the Pledged
                        Securities, and the Pledged Securities are not subject
                        to any pledge, lien, mortgage, hypothecation, security
                        interest, charge, option, warrant or other encumbrance
                        whatsoever, nor to any agreement purporting to grant to
                        any third party a security interest in the property or
                        assets of Mr. Kemp that would include such Pledged
                        Securities, except the security interest created by this
                        Agreement.

                  (b)   Mr. Kemp has full power, authority and legal right to
                        pledge and grant a lien in all of the Pledged Securities
                        pursuant to the terms of this Agreement.

                                      19 -

<PAGE>

                  (c)   The pledge, assignment and delivery of the Pledged
                        Securities hereunder creates, when the Pledged
                        Securities have been delivered to Penton (or if such
                        Pledged Securities are not evidenced by a share
                        certificate, when such shares have been registered in
                        the name of Penton), a valid first lien on, and a first
                        perfected security interest in, the Pledged Securities
                        and the proceeds thereof.

19.         LITIGATION EXPENSES. In the event of any dispute or litigation
      between Penton and Mr. Kemp, each party shall pay its own costs and
      expenses.

20.         CONTROLLING LAW/JURISDICTION. This Agreement shall be governed by
      the internal law, and not the laws of conflicts, of the State of Ohio.

21.         NO ADMISSION OF LIABILITY. By entering into this Agreement, neither
      Penton nor Mr. Kemp admit that it or he did anything illegal or improper.

22.         CONFIDENTIALITY OF AGREEMENT.

                  (a)   Until the first anniversary of the Termination Date, Mr.
                        Kemp will communicate the contents of Paragraphs 12, 13,
                        14 and 22(b) of this Agreement to any person, firm,
                        association, or corporation which he intends to be
                        employed by, associated in business with, or represent.

                  (b)   Except as otherwise provided in Paragraph 22(a), all
                        provisions of this Agreement and the circumstances
                        giving rise hereto are and shall remain confidential and
                        shall not be disclosed to any person not a party hereto
                        (other than (i) Mr. Kemp's spouse and (ii) each party's
                        attorneys, financial advisors and/or tax advisors to the
                        extent necessary for such advisors to render appropriate
                        legal, financial and tax advice), except as necessary to
                        carry out the provisions of this Agreement, and except
                        as may be required by law. Notwithstanding the
                        foregoing, this Agreement may be disclosed and described
                        as well as filed with or provided to the Securities and
                        Exchange Commission or any other governmental
                        instrumentality or agency, including the Internal
                        Revenue Service, if Penton deems such filing or
                        provision to be necessary. In the event Mr. Kemp
                        discloses the provisions of this Agreement or the
                        circumstances giving rise hereto to his spouse,
                        attorneys, financial advisors and/or tax advisors and
                        his spouse or any such attorney, financial advisor
                        and/or tax advisor discloses the provisions of this
                        Agreement or the circumstances giving rise hereto to any
                        other person, such disclosure shall be deemed to be a
                        disclosure by Mr. Kemp.

                                      20 -

<PAGE>

23.         COUNTERPARTS. This Agreement may be executed in any number of
      counterparts, each of which shall be deemed to be an original and all of
      which together shall be deemed to be a single agreement.

24.         CAPTIONS AND PARAGRAPH HEADINGS. Captions and Paragraph headings
      used herein are for convenience and are not part of this Agreement and
      shall not be used in construing it.

25.         SEVERABILITY. The provisions of this Agreement are severable. This
      means that if any part of this Agreement is found to be unenforceable, the
      other provisions will remain fully valid and enforceable.

26.         AMENDMENT. No provision of this Agreement may be modified, waived or
      discharged unless such modification, waiver or discharge is agreed to in
      writing signed by Mr. Kemp and Penton.

27.         SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to the
      benefit of an be enforceable by Mr. Kemp, Penton and their respective
      heirs, executors, personal representatives, successors and assigns, except
      that neither party may assign any rights or delegate any obligations
      hereunder without the prior written consent of the other party. Mr. Kemp
      hereby consents to the assignment by Penton of all of its rights and
      obligations hereunder to any successor to Penton by merger or
      consolidation or purchase of all or substantially all of Penton's assets,
      provided such transferee or successor assumes the liabilities of Penton
      hereunder.

28.         INCONSISTENCY. In the event that there is any inconsistency between
      any provision of this Agreement and any provision of any other agreement
      to which Mr. Kemp and Penton are parties, this Agreement shall control.
      Other than for Mr. Kemp's resignation set forth in the Letter Agreement,
      dated June 28, 2004, this Agreement supercedes the Employment Agreement in
      its entirety.

29.         NOTICES. Any notice provided for in this Agreement shall be in
      writing and shall be either personally delivered, sent by reputable
      overnight carrier or mailed by first class mail, return receipt requested,
      to the recipient at the address below indicated:

                                      21 -

<PAGE>

                  Notices to Mr. Kemp:

                  Mr. Thomas L. Kemp
                  7099 Gates Road
                  Gates Mills, OH 44040

                  with a copy to:

                  Thomas F. McKee, Esq.
                  Calfee, Halter & Griswold LLP
                  1400 McDonald Investment Center
                  800 Superior Avenue
                  Cleveland, Ohio  44114

                  Notices to Penton:

                  Mr. Preston L. Vice
                  Penton Media, Inc.
                  1300 East Ninth Street
                  Cleveland, OH 44114

                  with a copy to:

                  Christopher J. Hewitt, Esq.
                  Jones Day
                  North Point
                  901 Lakeside Avenue
                  Cleveland, Ohio  44114

or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given when so delivered,
sent or mailed.

30.         FULL UNDERSTANDING. BY SIGNING THIS AGREEMENT, MR. KEMP ACKNOWLEDGES
      THAT HE HAS CAREFULLY READ THIS AGREEMENT; THAT HE HAS HAD A REASONABLE
      TIME TO CONSIDER THE LANGUAGE AND EFFECT OF THIS AGREEMENT; THAT PENTON
      HEREBY INFORMS HIM, IN WRITING, TO TALK WITH AN ATTORNEY BEFORE SIGNING
      THIS AGREEMENT; THAT HE KNOWS, UNDERSTANDS AND AGREES WITH THE CONTENTS OF
      THIS AGREEMENT; AND THAT HE IS SIGNING THIS DOCUMENT VOLUNTARILY BECAUSE
      HE IS SATISFIED WITH ITS TERMS AND CONDITIONS.

                  [Remainder of Page Intentionally Left Blank]

                                      22 -

<PAGE>

      IN WITNESS WHEREOF, Penton has caused this Agreement to be executed on its
behalf by its duly authorized officer and Mr. Kemp has also executed this
Agreement in duplicate.

                                      PENTON MEDIA, INC.

                                      By:______________________________________
                                      Name:  Hannah Craven
                                      Title: Director

                                      _________________________________________
                                      Date

                                      _________________________________________
                                      Thomas L. Kemp

                                      _________________________________________
                                      Date

<PAGE>

                                                                       EXHIBIT A

                              EMPLOYMENT AGREEMENTS

<PAGE>

                                                                       EXHIBIT B

                                ESCROW AGREEMENT

<PAGE>

                                                                       EXHIBIT C

                                      NOTE

<PAGE>

                                                                       EXHIBIT D

                               PLEDGED SECURITIES

COMMON STOCK

435,000 Certificated shares
125,000 Performance shares
514,706 Deferred shares to be received January 3, 2005

1,074,706 Total shares of common stock

OPTIONS

100,000  Options granted on 2/24/03 @ $0.37/share, accelerated and extended

1,174,706 Total pledged securities