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                                                                    EXHIBIT 10.3

                                                                  EXECUTION COPY

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

            This AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made
as of June 23, 2004 (the "Effective Date") between Penton Media, Inc., a
Delaware corporation (the "Company"), and David Nussbaum ("Executive").

                                   WITNESSETH:

            WHEREAS, the Company and Executive currently are parties to an
Employment Agreement, effective as of June 18, 2004 (the "Prior Agreement"),
providing certain benefits, and the Company and Executive desire to amend and
restate the Prior Agreement; and

            WHEREAS, this Agreement shall supercede and completely replace the
Prior Agreement as of the Effective Date.

            NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

1.                Employment. The Company shall employ Executive, and Executive
      accepts employment with the Company, upon the terms and conditions set
      forth in this Agreement for the period beginning on the Effective Date and
      ending as provided in paragraph 5 hereof (the "Employment Period").

2.                Position and Duties.

      (a)         During the Employment Period, Executive shall serve as the
            Chief Executive Officer of the Company and, subject to the
            management of the business and affairs of the Company at the
            direction of the Board of Directors of the Company (the "Board"),
            shall have the normal duties, responsibilities and authority of an
            executive serving in such position. During the Employment Period,
            Executive shall also serve as a director of the Company for so long
            as the Board (or a nominating committee of the Board) nominates him
            to that position and he is elected to it and as a director of any
            affiliate of the Company designated by the Board for so long as the
            Board causes him to be elected to such position.

      (b)         Executive shall report to the Board.

      (c)         During the Employment Period, Executive shall devote his best
            efforts and his full business time and attention (except for
            permitted vacation periods, reasonable periods of illness or other
            incapacity, and, provided such activities do not have more than a de
            minimis effect on Executive's performance of his duties under this
            Agreement, participation in charitable and civic endeavors and
            management of Executive's personal investments and business
            interests) to the

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            business and affairs of the Company. Executive shall perform his
            duties and responsibilities to the best of his abilities in a
            diligent, trustworthy, businesslike and efficient manner.

      (d)         Executive shall have offices at the Company's Hasbrouck
            Heights and New York City offices, and shall perform his duties and
            responsibilities principally from those locations.

3.                Compensation and Benefits.

      (a)         Salary. The Company agrees to pay Executive a salary during
            the Employment Period, in accordance with the Company's normal
            salary payment practices. Executive's annual salary for 2004 shall
            be at a rate of $425,000. The Compensation Committee of the Board
            (or, if there is no such Committee, the Board) shall review
            Executive's salary from time to time and in any event no less
            frequently than annually and may, in its sole discretion, increase
            it.

      (b)         Bonus(es).

            (i)   Signing Bonus. As soon as practicable following the Effective
                  Date, Executive shall receive a lump sum signing bonus in an
                  amount equal to $1,660,928.

            (ii)  Annual Bonus. For the 2004 fiscal year and for subsequent
                  fiscal years, Executive will be eligible for an annual bonus
                  (the "Bonus") based on the achievement of specified Company
                  goals (as determined by the Compensation Committee of the
                  Board (or, if there is no such Committee, the Board) with
                  input from Executive). For the 2004 fiscal year, the Bonus
                  shall be in an amount equal to $100,000 (the "Target Bonus")
                  if target performance levels are achieved (the "Target
                  Levels") for fiscal year 2004. The Target Levels may be
                  increased by the Board for subsequent fiscal years. If less
                  than 90% of Target Levels are achieved for any fiscal year,
                  Executive will not be eligible to receive a Bonus for such
                  fiscal year. If 110% or greater of Target Levels are achieved
                  for any fiscal year, the Bonus will be in an amount equal to
                  $200,000 for such fiscal year. If between 90% and 110% of the
                  Target Levels are achieved for any fiscal year, the Bonus will
                  be in an amount equal to the product of (A) the Target Bonus,
                  multiplied by (B) the percentage of the Target Levels achieved
                  for such fiscal year, minus 90%, multiplied by (C) 10.

      (c)         Long Term Incentive. Executive shall be granted 30,000 shares
            of the Company's Series C Preferred Stock as soon as practicable
            after the Effective Date.

      (d)         Expense Reimbursement. The Company shall reimburse Executive
            for all reasonable expenses incurred by him during the Employment
            Period in the course of performing his duties under this Agreement
            which are consistent with the Company's policies in effect from time
            to time with respect to travel,

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            entertainment and other business expenses, subject to the Company's
            requirements applicable generally with respect to reporting and
            documentation of such expenses. Executive acknowledges that under
            the Company's current air travel reimbursement policy, reimbursement
            is limited to coach fare (plus Executive's cost of any upgrade
            certificates used to upgrade to first class) on travel within the
            United States and is limited to business class fare on travel to and
            from foreign cities.

      (e)         Standard Executive Benefits Package. In addition to the
            salary, bonus(es), long-term incentive and expense reimbursements
            payable to Executive pursuant to this paragraph, Executive shall be
            entitled during the Employment Period to participate, on the same
            basis as other executives of the Company, in the Company's Standard
            Executive Benefits Package. The Company's "Standard Executive
            Benefits Package" means those benefits (including insurance,
            vacation, Company car or car allowance and/or other benefits) for
            which substantially all of the executives of the Company are from
            time to time generally eligible, as determined from time to time by
            the Board. Executive shall be entitled to a minimum of four weeks
            vacation per year.

      (f)         Additional Benefits. In addition to participation in the
            Company's Standard Executive Benefits Package pursuant to this
            paragraph, Executive shall be entitled during the Employment Period
            to:

            (i)   additional term life insurance coverage in an amount equal to
                  Executive's annual salary; but only if and so long as such
                  additional coverage is available at standard rates from the
                  insurer providing term life insurance coverage under the
                  Standard Executive Benefits Package or from a comparable
                  insurer acceptable to the Company; and

            (ii)  supplemental long-term disability coverage in an amount which
                  will increase maximum covered annual compensation to $330,000
                  and the maximum monthly payments to $18,333; but only if and
                  so long as such supplemental coverage is available at standard
                  rates from the insurer providing long-term disability coverage
                  under the Standard Executive Benefits Package or a comparable
                  insurer acceptable to the Company.

      (g)         Indemnification. With respect to Executive's acts or failures
            to act during the Employment Period in his capacity as a director,
            officer, employee or agent of the Company, Executive shall be
            entitled to indemnification from the Company, and to liability
            insurance coverage (if any), on the same basis as other directors
            and officers of the Company.

                  In furtherance of the foregoing, the Company shall, during the
Employment Period, use its best efforts to obtain and maintain in place
Directors and Officers Liability insurance having a combined limit of no less
than $1,000,000.00 with insurance carriers licensed to do business in the States
of New York and Delaware. In the event a claim is made against

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Executive in his capacity as an officer or director of the Company, the Company
agrees that it shall pay any deductible or self insured retention in connection
with such policy.

      (h)         2001 Life Insurance Benefits. The Company shall use its best
            efforts to maintain in effect until the first date (the "Payoff
            Date") that there is no amount due from Executive to the Company
            under any Promissory Note in effect on December 11, 2001 issued by
            Executive to the Company (the "Note"), additional term life
            insurance coverage in an amount equal to at least $1,070,000. If the
            Company is unable to maintain such life insurance on behalf of
            Executive, it shall provide, from its own funds, a lump sum death
            benefit equal to the term life insurance coverage amount provided
            for in the preceding sentence, which shall be payable to Executive's
            designated beneficiary or beneficiaries in the event of Executive's
            death prior to the Payoff Date.

      (i)         2001 Disability Benefits. The Company shall use its best
            efforts to maintain in effect until the Payoff Date supplemental
            long-term disability coverage in an amount equal to at least
            $1,070,000. If the Company is unable to procure or maintain such
            supplemental long-term disability coverage on behalf of Executive,
            it shall provide, from its own funds, a lump sum disability benefit
            equal to the long-term disability insurance coverage amount provided
            for in the preceding sentence, which shall be payable to Executive
            in the event of Executive's disability prior to the Payoff Date.

      (j)         Additional Benefits.

                  (i)   The Company shall pay to Executive each year, regardless
                        of whether this Agreement has been terminated, a payment
                        (the "Gross Up Payment") in an amount equal to the total
                        of all income taxes imposed on Executive as a result of
                        (A) the Company's provision of life and disability
                        insurance coverage as set forth in the first sentence of
                        each of paragraphs 3(h) and 3(i) above; (B) imputed
                        income to Executive with respect to the non-accrual of
                        interest on the Note; and (C) the Gross Up Payment; and

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

      (k)         Equity Incentive Plan/Deferred Shares. During the Employment
            Period, Executive shall be eligible to receive grants of options or
            other equity awards under the Company's 1998 Equity and Performance
            Incentive Plan (the "Incentive Plan") at the discretion of the
            Board. In connection with the execution of this Agreement, the
            135,000 Deferred Shares (as defined in the Incentive Plan) granted
            to Executive on February 3, 2004 shall become immediately vested and
            nonforfeitable as of the Effective Date and any agreement evidencing
            such Deferred Shares is hereby amended accordingly.

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4.                Adjustments. Notwithstanding any other provision of this
      Agreement, it is expressly understood and agreed that if there is a
      significant reduction in the level of the business to which Executive's
      duties under this Agreement relate, or if all or any significant part of
      such business is disposed of by the Company and/or its subsidiaries or
      affiliates during the Employment Period but Executive thereafter remains
      an employee of the Company, the Compensation Committee of the Board (or,
      if there is no such Committee, the Board) may make adjustments in
      Executive's duties, responsibility and authority, and in Executive's
      compensation, as the Compensation Committee of the Board (or, if there is
      no such Committee, the Board) deems appropriate to reflect such reduction
      or disposition.

5.                Employment Period.

      (a)         Except as hereinafter provided, the Employment Period shall
            continue until, and shall end upon, the second anniversary of the
            date on which the Employment Period begins.

      (b)         On each anniversary of the date on which the Employment Period
            begins, unless the Employment Period shall have ended early pursuant
            to (c) below or either party shall have given the other party
            written notice that the extension provision in this sentence shall
            no longer apply, the Employment Period shall be extended for an
            additional calendar year.

      (c)         Notwithstanding (a) and (b) above, the Employment Period shall
            end early upon the first to occur of any of the following events:

            (i)   Executive's death;

            (ii)  Executive's retirement upon or after reaching age 65
                  ("Retirement");

            (iii) the Company's termination of Executive's employment on account
                  of Executive's having become unable (as determined by the
                  Board in good faith) to regularly perform his duties hereunder
                  by reason of illness or incapacity for a period of more than
                  six (6) consecutive months ("Termination for Disability");

            (iv)  the Company's termination of Executive's employment for Cause
                  ("Termination for Cause");

            (v)   the Company's termination of Executive's employment other than
                  a Termination for Disability or a Termination for Cause
                  ("Termination without Cause");

            (vi)  Executive's termination of Executive's employment for Good
                  Reason, by means of advance written notice to the Company at
                  least thirty (30) days prior to the effective date of such
                  termination identifying such termination as a Termination by
                  Executive for Good Reason and identifying the Good Reason
                  ("Termination by Executive for Good Reason") (it being
                  expressly

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                  understood that Executive's giving notice that the extension
                  provision in the first sentence of paragraph 5(b) hereof shall
                  no longer apply shall not constitute a Termination by
                  Executive for Good Reason); provided that (A) if the Good
                  Reason identified in such notice is the Good Reason set forth
                  in paragraph 5(e)(ii) hereof, the Company may, at its option,
                  defer the effective date of such termination for up to ninety
                  (90) additional days and (B) if the Good Reason identified in
                  such notice is the Good Reason set forth in paragraph 5(e)(iv)
                  hereof, Executive must give the written notice described in
                  this paragraph no later than the second anniversary of the
                  Change of Control, and such Change of Control shall cease to
                  be a Good Reason if such notice is not given by such second
                  anniversary; or

            (vii) Executive's termination of Executive's employment for any
                  reason other than Good Reason, by means of advance written
                  notice to the Company at least one hundred twenty (120) days
                  prior to the effective date of such termination identifying
                  such termination as a Termination by Executive with Advance
                  Notice ("Termination by Executive with Advance Notice") (it
                  being expressly understood that Executive's giving notice that
                  the extension provision in the first sentence of paragraph
                  5(b) hereof shall no longer apply shall not constitute a
                  Termination by Executive with Advance Notice).

      (d)         For purposes of this Agreement, "Cause" shall mean:

            (i)   the commission by Executive of a felony or a crime involving
                  moral turpitude;

            (ii)  the commission by Executive of a fraud;

            (iii) the commission by Executive of any act involving dishonesty or
                  disloyalty with respect to the Company or any of its
                  subsidiaries or affiliates which harms or damages any of them
                  to any extent;

            (iv)  conduct by Executive that brings the Company or any of its
                  subsidiaries or affiliates into substantial public disgrace or
                  disrepute;

            (v)   gross negligence or willful misconduct by Executive with
                  respect to the Company or any of its subsidiaries or
                  affiliates;

            (vi)  repudiation of this Agreement by Executive or Executive's
                  abandonment of his employment with the Company (it being
                  expressly understood that a Termination by Executive for Good
                  Reason or a Termination by Executive with Advance Notice shall
                  not constitute such a repudiation or abandonment);

            (vii) breach by Executive of any of the agreements in paragraph 8
                  hereof; or

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           (viii) any other breach by Executive of this Agreement which is
                  material and which is not cured within thirty (30) days (or if
                  more than thirty (30) days is absolutely necessary to cure
                  such breach, within such period of time, not in excess of
                  sixty (60) days, as is absolutely necessary to cure such
                  breach) after written notice thereof to Executive from the
                  Company.

      (e)         For purposes of this Agreement, "Good Reason" shall mean:

            (i)   a reduction by the Company in Executive's salary to an amount
                  less than "Executive's Reference Salary" (i.e., Executive's
                  initial salary or, in the event the Employment Period has been
                  extended pursuant to paragraph 5(b) hereof, Executive's salary
                  on the date on which the most recent such extension occurred);
                  or

            (ii)  the Company's giving notice that the extension provision in
                  the first sentence of paragraph 5(b) hereof shall no longer
                  apply; or

            (iii) any breach by the Company of this Agreement which is material
                  and which is not cured within thirty (30) days after written
                  notice thereof to the Company from Executive; or

            (iv)  a Change of Control.

      (f)         For purposes of this Agreement, "Change of Control" shall mean
            the occurrence of any of the following events during the Employment
            Period:

            (i)   The acquisition by any individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act")) (a
                  "Person") of beneficial ownership (within the meaning of Rule
                  13d-3 promulgated under the Exchange Act) of 40% or more of
                  either: (A) the then-outstanding shares of common stock of the
                  Company (the "Company Common Stock") or (B) the combined
                  voting power of the then-outstanding voting securities of the
                  Company entitled to vote generally in the election of
                  directors ("Voting Stock"); provided, however, that for
                  purposes of this subparagraph (i), the following acquisitions
                  shall not constitute a Change of Control: (A) any acquisition
                  directly from the Company, (B) any acquisition by the Company
                  or a subsidiary of the Company, (C) any acquisition by any
                  employee benefit plan (or related trust) sponsored or
                  maintained by the Company or any subsidiary of the Company, or
                  (D) any acquisition by any Person pursuant to a transaction
                  which complies with clauses (A), (B) and (C) of subparagraph
                  (iii) of this paragraph 5(f); or

            (ii)  Individuals who, as of the date hereof, constitute the Board
                  (the "Incumbent Board") cease for any reason (other than death
                  or disability) to constitute at least a majority of the Board;
                  provided, however, that any individual becoming a director
                  subsequent to the date hereof whose election, or nomination
                  for election by the Company's shareholders, was

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                  approved by a vote of at least a majority of the directors
                  then comprising the Incumbent Board (either by a specific vote
                  or by approval of the proxy statement of the Company in which
                  such person is named as a nominee for director, without
                  objection to such nomination) shall be considered as though
                  such individual were a member of the Incumbent Board, but
                  excluding for this purpose, any such individual whose initial
                  assumption of office occurs as a result of an actual or
                  threatened election contest (within the meaning of Rule 14a-11
                  of the Exchange Act) with respect to the election or removal
                  of directors or other actual or threatened solicitation of
                  proxies or consents by or on behalf of a Person other than the
                  Board; or

            (iii) Consummation of a reorganization, merger or consolidation or
                  sale or other disposition of all or substantially all of the
                  assets of the Company (a "Business Combination"), in each
                  case, unless, following such Business Combination, (A) all or
                  substantially all of the individuals and entities who were the
                  beneficial owners, respectively, of the Company Common Stock
                  and Voting Stock immediately prior to such Business
                  Combination beneficially own, directly or indirectly, more
                  than a majority of, respectively, the then-outstanding shares
                  of common stock and the combined voting power of the then-
                  outstanding voting securities entitled to vote generally in
                  the election of directors, as the case may be, of the entity
                  resulting from such Business Combination (including, without
                  limitation, an entity which as a result of such transaction
                  owns the Company or all or substantially all of the Company's
                  assets either directly or through one or more subsidiaries) in
                  substantially the same proportions relative to each other as
                  their ownership, immediately prior to such Business
                  Combination, of the Company Common Stock and Voting Stock of
                  the Company, as the case may be, (B) no Person (excluding any
                  entity resulting from such Business Combination or any
                  employee benefit plan (or related trust) sponsored or
                  maintained by the Company, a subsidiary of the Company or such
                  entity resulting from such Business Combination) beneficially
                  owns, directly or indirectly, 40% or more of, respectively,
                  the then-outstanding shares of common stock of the entity
                  resulting from such Business Combination, or the combined
                  voting power of the then-outstanding voting securities of such
                  corporation except to the extent that such ownership existed
                  prior to the Business Combination and (C) at least a majority
                  of the members of the board of directors of the corporation
                  resulting from such Business Combination were members of the
                  Incumbent Board at the time of the execution of the initial
                  agreement, or of the action of the Board, providing for such
                  Business Combination; or

            (iv)  Approval by the shareholders of the Company of a complete
                  liquidation or dissolution of the Company.

6.                Post-Employment Period Payments.

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      (a)         If the Employment Period ends on the date on which (without
            any extension thereof) it is then scheduled to end pursuant to
            paragraph 5 hereof, or if the Employment Period ends early pursuant
            to paragraph 5 hereof for any reason, Executive shall cease to have
            any rights to salary, bonus (if any), options, expense
            reimbursements or other benefits other than: (i) any salary which
            has accrued but is unpaid, any reimbursable expenses which have been
            incurred but are unpaid, and any unexpired vacation days which have
            accrued under the Company's vacation policy but are unused, as of
            the end of the Employment Period, (ii) (but only to the extent
            provided in any option theretofore granted to Executive or any
            benefit plan in which Executive has participated as an employee of
            the Company) any option rights or plan benefits which by their terms
            extend beyond termination of Executive's employment, (iii) any
            benefits to which Executive is entitled under Part 6 of Subtitle B
            of Title I of the Employee Retirement Income Security Act of 1974,
            as amended ("COBRA") and (iv) any other amount(s) payable pursuant
            to the succeeding provisions of this paragraph 6.

      (b)         If the Employment Period ends pursuant to paragraph 5 hereof
            on account of Executive's death, Retirement or Termination for
            Disability, on account of Executive giving notice that the extension
            provision in the first sentence of paragraph 5(b) hereof shall no
            longer apply or on account of a Termination by Executive with
            Advance Notice, the Company shall make no further payments to
            Executive except as contemplated in (a)(i), (ii) and (iii) above.

      (c)         If the Employment Period ends early pursuant to paragraph 5
            hereof on account of Termination for Cause, the Company shall pay
            Executive an amount equal to that amount Executive would have
            received as salary (based on Executive's salary then in effect) had
            the Employment Period remained in effect until the later of the
            effective date of the Company's termination of Executive's
            employment or the date thirty days after the Company's notice to
            Executive of such termination. The Company shall make no further
            payments to Executive except as contemplated in (a)(i), (ii) and
            (iii) above.

      (d)         If the Employment Period ends early pursuant to paragraph 5
            hereof on account of a Termination without Cause or a Termination by
            Executive for Good Reason, the Company shall pay to Executive
            amounts equal to the amounts Executive would have received as salary
            (based on Executive's salary then in effect or, if greater,
            Executive's Reference Salary) had the Employment Period remained in
            effect for a period of twelve (12) months after the last day of the
            month in which the Employment Period ends, at the times such amounts
            would have been paid (in the event Executive is entitled during the
            payment period to any payments under any disability benefit plan or
            the like in which Executive has participated as an employee of the
            Company, less such payments); provided, however, that in the event
            of Executive's death during the payment period, the Company shall
            pay any subsequent such amounts to Executive's estate (or such
            person or persons as Executive may designate in a written instrument
            signed by him and delivered to the Company prior to his death) or,
            if so elected by the payee(s) by written notice to the Company
            within the period of sixty (60) days

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            after the date of Executive's death, shall pay to such payee(s) a
            lump sum amount equivalent to the discounted present value of such
            amounts, discounted at the publicly announced reference rate for
            commercial lending of the Company's principal lending bank in effect
            at the date of notice to the Company of such election, with said
            amount to be paid on a date no later than thirty (30) days following
            the date of notice to the Company of such election. In addition, the
            Company shall make a lump sum payment to Executive in an amount
            equal to the Target Bonus. In addition, the Company shall reimburse
            Executive (net after taxes on the receipt of such reimbursement) for
            any premiums paid by Executive for health insurance provided to
            Executive (for Executive and his dependents) by the Company
            subsequent to the end of the Employment Period pursuant to the
            requirements of COBRA as in effect on the date of this Agreement.
            The Company shall make no further payments to Executive except as
            contemplated in (a)(i), (ii) and (iii) above. It is expressly
            understood that the Company's payment obligations under this (d)
            shall cease in the event Executive breaches any of his agreements in
            paragraph 7 or 8 hereof.

      (e)         Executive shall not be required to mitigate the amount of any
            payment or benefit provided for in this Agreement by seeking other
            employment or otherwise.

7.                Confidential Information. Executive acknowledges that the
      information, observations and data obtained by him while employed by the
      Company pursuant to this Agreement, as well as those obtained by him while
      employed by the Company or any of its subsidiaries or affiliates or any
      predecessor thereof prior to the date of this Agreement, concerning the
      business or affairs of the Company 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 Executive's acts or omissions to act,
      "Confidential Information") are the property of the Company or such
      subsidiary or affiliate. Therefore, Executive agrees that during the
      Employment Period and for three years thereafter he shall not disclose any
      Confidential Information without the prior written consent of the Chief
      Executive Officer of the Company unless and except to the extent that such
      disclosure is (i) made in the ordinary course of Executive's performance
      of his duties under this Agreement or (ii) required by any subpoena or
      other legal process (in which event Executive will give the Company prompt
      notice of such subpoena or other legal process in order to permit the
      Company 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 Chief Executive Officer of the Company. Executive shall
      deliver to the Company at the termination of the Employment Period, or at
      any other time the Company may reasonably request, 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 the Company or any of its
      subsidiaries or affiliates which he may then possess or have under his
      control.

8.                Non-Compete, Non-Solicitation.

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      (a)         Executive acknowledges that in the course of his employment
            with the Company pursuant to this Agreement he will become familiar,
            and during the course of his employment by the Company or any of its
            subsidiaries or affiliates or any predecessor thereof prior to the
            date of this Agreement he has become familiar, with trade secrets
            and customer lists of and other confidential information concerning
            the Company and its subsidiaries and affiliates and predecessors
            thereof and that his services have been and will be of special,
            unique and extraordinary value to the Company.

      (b)         Executive agrees that during the Employment Period and for any
            period following the Employment Period during which the Executive
            continues to receive payments pursuant to this Agreement, 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, stockholder, investor or employee of or in any
            other corporation or enterprise or otherwise, engage in 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 the Company or any of its subsidiaries
            or affiliates, including, without limitation, the publication or
            production of any magazine, special issue, catalogue, directory,
            newsletter, card deck, electronic/internet product, trade show,
            exhibition or ancillary product.

      (c)         Executive further agrees that during the Employment Period and
            for two years thereafter he shall not in any manner, directly or
            indirectly, induce or attempt to induce any employee of the Company
            or of any of its subsidiaries or affiliates to quit or abandon his
            employ.

      (d)         Nothing in this paragraph 8 shall prohibit Executive from
            being: (i) a stockholder 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 Executive has no
            active participation in the business of such corporation or other
            entity.

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

9.                Enforcement. Because Executive's services are unique and
      because Executive has access to Confidential Information and work product,
      the parties hereto agree that the Company would be damaged irreparably in
      the event any of the provisions of paragraph 8 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, the Company 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

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      provisions and to enforce such provisions specifically (without posting a
      bond or other security). In the event that the Company initiates legal
      proceedings to remedy an alleged violation of paragraph 8 by Executive but
      fails to obtain injunctive or other relief in such action, Executive shall
      be entitled to reimbursement by the Company for any costs incurred by
      Executive in defending such legal proceeding.

10.               Executive Representations. Executive represents and warrants
      to the Company that (i) the execution, delivery and performance of this
      Agreement by Executive does not and will not conflict with, breach,
      violate or cause a default under any contract, agreement, instrument,
      order, judgment or decree to which Executive is a party or by which he is
      bound, (ii) Executive is not a party to or bound by any employment
      agreement, noncompete agreement or confidentiality agreement with any
      other person or entity, other than the Prior Agreement, and (iii) upon the
      execution and delivery of this Agreement by the Company, this Agreement
      shall be the valid and binding obligation of Executive, enforceable in
      accordance with its terms.

11.               Survival. Subject to any limits on applicability contained
      therein, paragraphs 7 and 8 hereof shall survive and continue in full
      force in accordance with their terms notwithstanding any termination of
      the Employment Period.

12.               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:

                  Notices to Executive:

                  Mr. David Nussbaum
                  7 The Pines
                  Roslyn Estates, NY 11576

                  with a copy to:

                  Allen Perlstein, Esq.
                  Silverman Perlstein & Acampora LLP
                  100 Jericho Quadrangle
                  Jericho, New York 11753

                  Notices to the Company:

                  Mr. Preston L. Vice
                  Penton Media, Inc.
                  1100 Superior Avenue
                  Cleveland, OH 44114

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<PAGE>

                  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.

13.               Severability. Whenever possible, each provision of this
      Agreement shall be interpreted in such manner as to be effective and valid
      under applicable law, but if any provision of this Agreement is held to be
      invalid, illegal or unenforceable in any respect under any applicable law
      or rule in any jurisdiction, such invalidity, illegality or
      unenforceability shall not affect any other provision or any other
      jurisdiction, but this Agreement shall be reformed, construed and enforced
      in such jurisdiction as if such invalid, illegal or unenforceable
      provision had never been contained herein.

14.               Payment of Certain Costs and Expenses relating to a Change of
      Control of the Company. In the event that there is a Change of Control of
      the Company, if the Company thereafter wrongfully withholds from Executive
      any amount payable to Executive pursuant to this Agreement and Executive
      obtains a final judgment against the Company for such amount, the Company
      shall reimburse Executive for any costs and expenses (including without
      limitation attorneys' fees) reasonably incurred by Executive in obtaining
      such judgment and shall pay Executive interest on the amount of each such
      cost or expense from the date of payment thereof by Executive to the date
      of reimbursement by the Company at a floating rate per annum equal to the
      publicly announced reference rate for commercial lending of the Company's
      principal lending bank in effect from time to time.

15.               Complete Agreement. This Agreement embodies the complete
      agreement and understanding between the parties with respect to the
      subject matter hereof and effective as of its date supersedes and preempts
      any prior understandings, agreements or representations by or between the
      parties, written or oral (including, without limitation, the Prior
      Agreement), which may have related to the subject matter hereof in any
      way.

16.               Counterparts. This Agreement may be executed in separate
      counterparts, each of which shall be deemed to be an original and both of
      which taken together shall constitute one and the same agreement.

17.               Successors and Assigns. This Agreement shall bind and inure to
      the benefit of and be enforceable by Executive, the Company and their
      respective heirs, executors, personal representatives, successors and
      assigns, except that neither party may assign any of his or its rights or
      delegate any of his or its obligations hereunder without the prior written
      consent of the other party. Executive hereby consents to the assignment

                                     - 13 -

<PAGE>

      by the Company of all of its rights and obligations hereunder to any
      successor to the Company by merger or consolidation or purchase of all or
      substantially all of the Company's assets, provided such transferee or
      successor assumes the liabilities of the Company hereunder.

18.               Choice of Law. This Agreement shall be governed by the
      internal law, and not the laws of conflicts, of the State of Ohio.

19.               Amendment and Waiver. The provisions of this Agreement may be
      amended or waived only with the prior written consent of the Company and
      Executive, and no course of conduct or failure or delay in enforcing the
      provisions of this Agreement shall affect the validity, binding effect or
      enforceability of this Agreement.

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

                                          PENTON MEDIA, INC.

Date:    ____________, 2004               By __________________________________
                                              Name:
                                              Title:

Date:    ____________, 2004               _____________________________________
                                            David Nussbaum

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