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                                                                    EXHIBIT 10.2

                              SEPARATION AGREEMENT
                               AND GENERAL RELEASE

      This Separation Agreement and General Release ("Agreement") is entered
into as of July 1, 2004, between DANIEL J. RAMELLA ("Mr. Ramella") and PENTON
MEDIA, INC., a Delaware corporation ("Penton").

                                   WITNESSETH:

      WHEREAS, Mr. Ramella 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, effective as of December 11, 2001 and the
Letter Agreement, dated March 27, 2002 (collectively "Employment Agreement"),
attached as Exhibit A hereto; and

      WHEREAS, Mr. Ramella's employment relationship with Penton terminated on
June 30, 2004 as a result of Penton's reorganization of its corporate leadership
structure (the "Termination Date");

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

      WHEREAS, Mr. Ramella and Penton desire to enter into this Agreement to set
forth each party's rights and obligations in connection with Mr. Ramella'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.    TERMINATION WITHOUT CAUSE. The parties agree that Mr.
      Ramella's termination of employment by Penton is a "Termination without
      Cause" as such term is defined in the Employment Agreement.

            2.    DEFINITIONS. For purposes of this Agreement:

      (a)   "CONFIDENTIAL INFORMATION" shall have the meaning set forth in
            Paragraph 11 hereof.

      (b)   "EFFECTIVE DATE" shall have the meaning set forth in Paragraph 10
            hereof.

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

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

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      (e)   "GROSS UP PAYMENT" shall have the meaning set forth in Paragraph
            5(d)(ii) hereof.

      (f)   "HEALTH PLAN" shall have the meaning set forth in Paragraph 5(a)
            hereof.

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

      (h)   "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 on the Effective Date were
            paid to Mr. Ramella, and such payment was treated as compensation
            paid to an employee.

      (i)   "NOTE" shall mean the Promissory Note, dated January 24, 2000, as
            amended by the Amendment to Promissory Note dated December 11, 2001,
            issued by Mr. Ramella to Penton that was in effect on the
            Termination Date.

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

      (k)   "RELEASED PARTIES" shall have the meaning set forth in Paragraph 6
            hereof.

      (l)   "SEVERANCE AMOUNT" shall have the meaning set forth in Paragraph 3
            hereof.

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

3.          SEVERANCE PAYMENT. Subject to the provisions of Paragraph 10 of this
      Agreement, Penton shall make a lump sum payment to Mr. Ramella in an
      amount equal to $1,728,851 (the "Severance Amount"). Such amount shall be
      payable to Mr. Ramella 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 such amounts from the payment described in this
      Paragraph 3 as are required by applicable tax laws in connection with such
      payment. In addition, Penton shall withhold the Maximum Withholding Amount
      from the payment described in this Paragraph 3.

4.          NOTE. As of the Effective Date, neither Mr. Ramella 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 Effective Date will be
      reduced to zero. Penton hereby releases any claims it has with respect to
      the enforcement of the Note. As soon as practicable after the Effective
      Date, Penton shall deliver to Mr. Ramella the original Note, with a
      notation on the face of the Note indicating that the Note has been
      cancelled.

5.          ADDITIONAL BENEFITS AND COMPENSATION.

            (a)   MEDICAL COVERAGE. Mr. Ramella and his eligible dependents
                  shall be entitled to continue to participate, at no cost to
                  Mr. Ramella, in Penton's

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                  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. Ramella agrees that the coverage provided by
                  Penton pursuant to this Paragraph 5(a) will satisfy the Health
                  Plan's obligation to provide Mr. Ramella 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
                  5(b), Mr. Ramella'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.
                  Ramella with respect to such stock options. Notwithstanding
                  the foregoing, (i) all outstanding stock options that were
                  granted to Mr. Ramella 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. Ramella 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 5(c), Mr. Ramella'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. Ramella with
                  respect to such Performance Shares. Notwithstanding the
                  foregoing, all 90,000 outstanding Performance Shares shall
                  become immediately vested and nonforfeitable as of the
                  Effective Date, such 90,000 Performance Shares shall be issued
                  to Mr. Ramella as of the Effective Date and any agreement
                  evidencing such Performance Shares is hereby amended
                  accordingly.

            (d)   DEFERRED SHARES. (i) Mr. Ramella's eligibility to receive
                  210,000 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 Agreement dated February 3, 2004 previously
                  entered into between Penton and Mr. Ramella with respect to
                  such Deferred Shares; provided, however, that section 7(a) of
                  such agreement is hereby amended in its entirety to read as
                  follows:

                  "(a) To the extent that the Company shall be required to
            withhold any federal, state, local or foreign taxes in connection
            with the issuance of the Deferred Shares, and the amounts available
            to the

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            Company for such withholding are insufficient, it shall be a
            condition to the issuance of the Deferred Shares that the Grantee
            shall pay such taxes or make provisions that are satisfactory to the
            Company for the payment thereof."

            (ii) Penton shall pay, at the same time specified in Paragraph 3 for
      the payment of the Severance Amount, to Mr. Ramella a payment (the "Gross
      Up Payment") in an amount equal to the total of all income taxes imposed
      on Mr. Ramella as a result of (A) the issuance of the 210,000 Deferred
      Shares to Mr. Ramella and (B) the Gross Up Payment.

            (e)   RESTRICTED STOCK UNITS. The restricted stock units granted to
                  Mr. Ramella 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. Ramella will be responsible for any required
                  withholding with respect to the vesting of the restricted
                  stock units.

            (f)   D&O INSURANCE. Mr. Ramella 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. Ramella
                  and will maintain such policy in effect until the fifth year
                  anniversary of the Termination Date. The liability insurance
                  provided to Mr. Ramella under this Paragraph 5(f) 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 current or former directors
                  and officers of Penton.

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

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

            (i)   EXPENSE REIMBURSEMENT. Mr. Ramella 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

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                  provide such reimbursement, subject to Penton's requirements
                  applicable generally with respect to reporting and
                  documentation of such expenses.

            (j)   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.

6.          RELEASE OF ALL CLAIMS. In exchange for the monies and benefits given
      to Mr. Ramella under this Agreement, Mr. Ramella 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. Ramella was a
      participant during his employment. The claims that Mr. Ramella 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.
      Ramella also gives up any claims he 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. Ramella further
      agrees never to seek employment with the Released Parties in the future.
      Notwithstanding the foregoing, (i) Mr. Ramella is not releasing any
      rights, entitlements or benefits under any provision of this Agreement
      (including, without limitation, additional benefits and compensation under
      the Health Plan, the Incentive Plan, the Management Stock Purchase Plan,
      and the Deferred Shares Agreement, as provided in Paragraph 5 above) or
      claims related to the enforcement of this Agreement, (ii) Mr. Ramella 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.
      Ramella 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

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      provided under the terms of Penton's Retirement and Savings Plan and
      Penton's Retirement Plan.

7.          COVENANT NOT TO SUE. Except as set forth in Paragraph 6 of this
      Agreement, Mr. Ramella 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. Ramella against any of
      the Released Parties.

8.          VOLUNTARY EXECUTION. Mr. Ramella acknowledges that he has had the
      opportunity to talk with an attorney before signing this Agreement. Penton
      has advised Mr. Ramella that he should talk with an attorney before
      signing this Agreement. Any costs or fees associated with any such
      consultation shall be Mr. Ramella's responsibility.

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

10.         REVOCATION PERIOD. Mr. Ramella may revoke the release and covenant
      set forth in Paragraphs 6 and 7 of this Agreement at any time within seven
      (7) days after this Agreement has been signed by both Mr. Ramella 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. Ramella signs this Agreement.
      Penton's obligations under this Agreement are contingent upon Mr. Ramella
      not revoking this Agreement during such period; without limiting the
      generality of the foregoing, if Mr. Ramella revokes, Penton owes him
      nothing under Paragraphs 3 and 5 of this Agreement, and the agreements of
      Penton set forth in Paragraph 4 of this Agreement and agreements of Mr.
      Ramella hereunder shall be null and void. If Mr. Ramella does not exercise
      his right of revocation under this Paragraph 10, the eighth day after the
      date of this Agreement shall be the "Effective Date" for purposes of this
      Agreement.

11.         CONFIDENTIAL INFORMATION. Mr. Ramella 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. Ramella's acts or
      omissions to act, "Confidential Information") are the property of Penton
      or such subsidiary or affiliate. Therefore, Mr. Ramella agrees that until
      the third anniversary of the Termination Date, he shall not disclose any
      Confidential Information without the prior written consent of the Board of
      Directors of Penton unless and except to the extent that such disclosure
      is required by any subpoena or

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      other legal process (in which event Mr. Ramella 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 the Board of Directors of Penton. Mr. Ramella 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.

12.         NON-COMPETE, NON-SOLICITATION.

      (a)   Mr. Ramella 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. Ramella 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.

      (c)   Mr. Ramella 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 12 shall prohibit Mr. Ramella 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. Ramella has no
            active participation in the business of such corporation or other
            entity.

      (e)   If, at the time of enforcement of this Paragraph 12, 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.

13.         ENFORCEMENT. Because Mr. Ramella's services were unique and because
      Mr. Ramella 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 11 or 12 hereof were not performed in
      accordance with their

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      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).

14.         NON-DISPARAGEMENT. Because the purpose of this Agreement is to
      settle amicably all disputes and potential disputes between the parties,
      Mr. Ramella 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. Ramella 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. Ramella or commenting on his reputation or management
      of Penton, except if any litigation commences involving Mr. Ramella and
      Penton and except to the extent required by law or under a subpoena or
      other legal process.

15.         FUTURE COOPERATION.  Mr. Ramella will cooperate fully with Penton
      and will provide Penton with any information it requests from Mr. Ramella
      in connection with his service to Penton. Further, Mr. Ramella 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 claimed to have occurred) during the period of Mr. Ramella'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 15 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. Ramella will cooperate as to
      the execution and enforcement of this Agreement. Mr. Ramella will sign any
      and all additional documents that may be necessary to carry out the terms
      and intent of this Agreement. Mr. Ramella 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. Ramella, or with the requirements of any third
      party with whom Mr. Ramella has a business relationship that provides
      remuneration to Mr. Ramella. Mr. Ramella shall not unreasonably withhold
      his availability for such cooperation.

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      Notwithstanding the foregoing, this Paragraph 15 shall be suspended and of
      no effect during the pendency of any dispute or litigation between Mr.
      Ramella and Penton.

16.         BREACH. In the event that either party breaches any of its promises,
      covenants or obligations under this Agreement, the non-breaching party
      shall have such remedies as may be available to it at law or in equity. In
      addition, in the event that Mr. Ramella breaches his promises, covenants
      or obligations under this Agreement, Penton's obligations under Paragraphs
      3 and 5 of this Agreement shall cease.

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

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

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

20.         CONFIDENTIALITY OF AGREEMENT.

                  (a)   Until the first anniversary of the Termination Date, Mr.
                        Ramella will communicate the contents of Paragraphs 11,
                        12, 13 and 20(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 20(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. Ramella'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. Ramella 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. Ramella.

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21.         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.

22.         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.

23.         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.

24.         FULL UNDERSTANDING. BY SIGNING THIS AGREEMENT, MR. RAMELLA
      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]

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

                                  PENTON MEDIA, INC.

                                  By: _________________________________________
                                  Name:  David Nussbaum
                                  Title: Chief Executive Officer

                                  _____________________________________________
                                  Date

                                  _____________________________________________
                                  Daniel J. Ramella

                                  _____________________________________________
                                  Date