[If this Security is a Global Security, insert - THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF
ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

         [If this Security is a Global Security and DTC is the Depositary,
insert - UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


                              KEY3MEDIA GROUP, INC.
                    11.25% SENIOR SUBORDINATED NOTES DUE 2011


No. __                                                           $____________

         Key3Media Group, Inc., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ________, or registered assigns, the
principal sum of ____________ DOLLARS on June 15, 2011 and to pay interest
thereon from June 26, 2001, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on June 15 and
December 15 in each year, commencing December 15,2001, at the rate of 11.25% per
annum, until the principal hereof is paid or made available for payment as
provided in the Indenture. The interest so payable, and punctually paid or duly
provided for as provided in the Indenture, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this


<PAGE>


Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the June 1
or December 1(whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture. Interest on this Security shall be computed on the
basis of a 360-day year of twelve 30-day months.

         Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company in the Borough of
Manhattan, The City of New York, New York, maintained for such purpose and at
any other office or agency maintained by the Company for such purpose, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that if
the Holder of this Security gives the Company wire transfer instructions a
reasonable period prior to the date for payment, the Company will make such
payments in accordance with such instructions; and provided, further, that if
this Security is a Global Security, payment may be made pursuant to the
Applicable Procedures of the Depositary as permitted in said Indenture.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                                       -2-

<PAGE>


         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated: _____________


                                                  KEY3MEDIA GROUP, INC.
[SEAL]



                                                  By: __________________________


Attest:


______________________________


                    Trustee's Certificate of Authentication.

         This one of the Securities of the series designated herein with the
Subsidiary Guarantees endorsed thereon and referred to in the within-mentioned
Indenture.


                                                  ______________________________
                                                  as Trustee

                                                By______________________________
                                                  Authorized Officer

                                       -3-

<PAGE>


                                    [Reverse]


                              KEY3MEDIA GROUP, INC.
                    11.25% SENIOR SUBORDINATED NOTES DUE 2011


         This Security is one of a duly authorized issue of Securities(herein
called the "Securities"), issued and to be issued under an Indenture, dated as
of June 26, 2001 (herein called the "Indenture", which term shall have the
meaning assigned to it in such instrument), among the Company, the Subsidiary
Guarantors named therein and The Bank of New York, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Subsidiary Guarantors, the Trustee, the holders of Senior Indebtedness and
the Holders of the Securities of this series and of the terms upon which the
Securities of this Series are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $300,000,000.

         The Securities of this series will be subject to redemption upon not
less than 30 days' nor more than 60 days' notice, at any time on or after June
15, 2006, as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount):
If redeemed during the 12-month period beginning on June 15 of the years
indicated:


                                                           Redemption
         Year                                                 Price
         ----                                              ----------
         2006...........................................    105.625%
         2007...........................................    103.750%
         2008...........................................    101.875%



and thereafter at a Redemption price of 100% of the principal amount, together
in the case of any such redemption with accrued and unpaid interest, if any, to
but excluding the Redemption Date, but interest instalments

                                       -4-

<PAGE>


whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holders of such Securities (or one or more Predecessor Securities) of record
at the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.

         The Securities of this series will be subject to redemption upon not
less than 30 days' nor more than 60 days' notice, at any time prior to June 15,
2004, as a whole or in part, at the election of the Company, out of the Net Cash
Proceeds of one or more sales of the Company's Capital Stock (other than
Disqualified Stock) at a Redemption Price(expressed as a percentage of the
principal amount) of 111.250%, together in the case of any such redemption with
accrued and unpaid interest, if any, to but excluding the Redemption Date, but
interest instalments whose Stated Maturity is on or prior to the Redemption Date
will be payable to the Holders of such Securities (or one or more Predecessor
Securities) of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture; provided,
however, that the Company must give notice of any such redemption within 60 days
of the relevant sale of Capital Stock; and provided, further, that at least $195
million aggregate principal amount of the Securities of this series remain
Outstanding after each such redemption.

         If a Change of Control occurs prior to June 15, 2006, then the
Securities of this series will be subject to redemption upon not less than 30
days' nor more than 60 days' notice, as a whole but not in part, at the election
of the Company, at a Redemption Price(expressed as a percentage of the principal
amount) of 100% plus the Applicable Premium, together in the case of any such
redemption with accrued and unpaid interest, if any, to but excluding the
Redemption Date, but interest instalments whose Stated Maturity is on or prior
to the Redemption Date will be payable to the Holders of such Securities (or one
or more Predecessor Securities) of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture; provided, however, that the Company must give notice of any such
redemption within 30 days of the date on which the Change of Control occurs.
"Applicable Premium" means, with respect to each Security of this series, the
greater of (i) 1.0% of the then Outstanding principal amount of such Security
and (ii)the excess of the present value of all remaining required interest and

                                       -5-

<PAGE>


principal payments due on such Security and all premium payments relating
thereto assuming a Redemption Date of June 15, 2006 computed using a discount
rate equal to the Treasury Rate plus 50 basis points over the sum of (a) the
then Outstanding principal amount of such Security and (b) the accrued interest
payable on such Security on the date of redemption.

         In the event of redemption or repurchase pursuant to an Offer to
Purchase of this Security in part only, a new Security or Securities of this
series of like tenor for the unredeemed or unpurchased portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

         The Indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
satisfaction in full of all Senior Indebtedness, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of
this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take
such actions as may be necessary or appropriate to effectuate the subordination
so provided, (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes and (d) waives notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Senior
Indebtedness, whether now outstanding or hereafter created, Incurred, assumed or
guaranteed, and waives reliance by each such holder upon said provision.

         As provided in the Indenture and subject to certain limitations therein
set forth, the obligations of the Company under the Indenture and this Security
are Guaranteed on a senior subordinated basis pursuant to Subsidiary Guarantees
endorsed hereon. The Indenture provides that a Subsidiary Guarantor shall be
released from its Subsidiary Guarantee upon compliance with certain conditions.

         The Indenture contains provisions for defeasance at any time of the
entire Indebtedness of this Security or certain restrictive covenants and Events
of Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.

                                       -6-

<PAGE>


         If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of all the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Subsidiary Guarantors and the rights of the Holders of the
Securities of this series under the Indenture at any time by the Company, the
Subsidiary Guarantors and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities of this series at the
time Outstanding. The Indenture also contains provisions permitting the Holders
of a majority in aggregate principal amount of the Securities of this series at
the time Outstanding, on behalf of the Holders of all the Securities of this
series, to waive compliance by the Company or the Subsidiary Guarantors with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
to the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity and the
Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request and shall have failed to institute any such
proceeding for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not

                                       -7-

<PAGE>


apply to any suit instituted by the Holder of this Security for the enforcement
of any payment of principal hereof or any premium (if any) or interest hereon on
or after the respective due dates expressed herein.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 principal amount and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series of the same tenor
and of a different authorized denomination, as requested by the Holder
surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Subsidiary Guarantors, the Trustee and any agent of the
Company, the Subsidiary Guarantors or the Trustee may treat the Person in whose
name this Security is registered as the owner hereof for all purposes (subject
to the provisions hereof with

                                       -8-

<PAGE>


respect to determination of the Person to whom interest is payable), whether or
not this Security be overdue, and neither the Company, the Subsidiary
Guarantors, the Trustee nor any such agent shall be affected by notice to the
contrary.

         [If this Security is a Global Security, insert - This Security is a
Global Security and is subject to the provisions of the Indenture relating to
Global Securities, including the limitations in Section 305 thereof on transfers
and exchanges of Global Securities.]

         The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York.

                                       -9-

<PAGE>


         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.


                                    GUARANTEE

         For value received, each of the Subsidiary Guarantors listed below
hereby jointly and severally unconditionally Guarantees to the Holder of the
Security upon which this Guarantee is endorsed, and to the Trustee on behalf of
such Holder, the due and punctual payment of the principal of (and premium, if
any) and interest on such Security when and as the same shall become due and
payable, whether at the Stated Maturity, by acceleration, call for redemption,
purchase or otherwise, according to the terms thereof and of the Indenture
referred to therein. In case of the failure of the Company punctually to make
any such payment, each of the Subsidiary Guarantors hereby jointly and severally
agrees to cause such payment to be made punctually when and as the same shall
become due and payable, whether at the Stated Maturity or by acceleration, call
for redemption, purchase or otherwise, and as if such payment were made by the
Company.

         Each Subsidiary Guarantor and by its acceptance hereof each Holder of
this Security hereby confirms that it is the intention of all such parties that
the Guarantee by such Guarantor pursuant to its Subsidiary Guarantee not
constitute a fraudulent transfer or conveyance for purposes of the United States
Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar Federal or state law. To effectuate the foregoing
intention, such Holder and each Subsidiary Guarantor hereby irrevocably agree
that the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Subsidiary Guarantor and after giving
effect to any collections from or payments made by or on behalf of any other
Subsidiary Guarantor in respect of the obligations of such other Subsidiary
Guarantor under its Subsidiary Guarantee or pursuant to the following paragraph,
result in the obligations of such Subsidiary Guarantor under its Subsidiary
Guarantee not constituting such fraudulent transfer or conveyance.

         Each of the Subsidiary Guarantors hereby jointly and severally agrees
that its obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of such Security or the Indenture, the
absence of any action to enforce the same or any release or amendment or waiver
of any term of any other Guarantee of, or any consent to departure from any
requirement of any other Guarantee of all or

                                      -10-

<PAGE>


of any of the Securities, the election by the Trustee or any of the Holders in
any proceeding under Chapter 11 of the Bankruptcy Code of the application of
Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security
interest by the Company, as debtor-in-possession, under Section 364 of the
Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of
all or any portion of the claims of the Trustee or any of the Holders for
payment of any of the Securities, any waiver or consent by the Holder of such
Security or by the Trustee or either of them with respect to any provisions
thereof or of the Indenture, the obtaining of any judgment against the Company
or any action to enforce the same or any other circumstances which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
Each of the Subsidiary Guarantors hereby waives the benefits of diligence,
presentment, demand of payment, any requirement that the Trustee or any of the
Holders exhaust any right or take any action against the Company or any other
Person, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest or notice with respect to such Security or the Indebtedness evidenced
thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee
will not be discharged except by complete performance of the obligations
contained in such Security and in this Subsidiary Guarantee. Each of the
Subsidiary Guarantors hereby agrees that, in the event of a default in payment
of principal (or premium, if any) or interest on such Security, whether at their
Stated Maturity, by acceleration, call for redemption, purchase or otherwise,
legal proceedings may be instituted by the Trustee on behalf of, or by, the
Holder of such Security, subject to the terms and conditions set forth in the
Indenture, directly against each of the Subsidiary Guarantors to enforce this
Subsidiary Guarantee without first proceeding against the Company. Each
Subsidiary Guarantor agrees that if, after the occurrence and during the
continuance of an Event of Default, the Trustee or any of the Holders are
prevented by applicable law from exercising their respective rights to
accelerate the maturity of the Securities, to collect interest on the
Securities, or to enforce or exercise any other right or remedy with respect to
the Securities, such Subsidiary Guarantor agrees to pay to the Trustee for the
account of the Holders, upon demand therefor, the amount that would otherwise
have been due and payable had such rights and remedies been permitted to be
exercised by the Trustee or any of the Holders.

         The indebtedness of each Subsidiary Guarantor evidenced by this
Subsidiary Guarantee is, to the extent provided in the Indenture, subordinate
and subject in right of payment to the prior payment in full of all Senior
Indebtedness of such Subsidiary Guarantor, and this Subsidiary Guarantee is
issued

                                      -11-

<PAGE>


subject to the provisions of the Indenture with respect thereto. Each Holder of
this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.

         No reference herein to the Indenture and no provision of this
Subsidiary Guarantee or of the Indenture shall alter or impair the Subsidiary
Guarantee of any Subsidiary Guarantor, which is absolute and unconditional, of
the due and punctual payment of the principal (and premium, if any) and interest
on the Security upon which this Subsidiary Guarantee is endorsed.

         Each Subsidiary Guarantor shall be subrogated to all rights of the
Holder of this Security against the Company in respect of any amounts paid by
such Subsidiary Guarantor on account of this Security pursuant to the provisions
of its Subsidiary Guarantee or the Indenture; provided, however, that such
Subsidiary Guarantor shall not be entitled to enforce or to receive any payments
arising out of, or based upon, such right of subrogation until the principal of
(and premium, if any) and interest on this Security and all other Securities
issued under the Indenture shall have been paid in full.

         This Subsidiary Guarantee shall remain in full force and effect and
continue to be effective should any petition be filed by or against the Company
for liquidation or reorganization, should the Company become insolvent or make
an assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Company's assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Securities is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee on the Securities whether as a "voidable
preference," "fraudulent transfer," or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Securities shall, to
the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.

         The Subsidiary Guarantors shall have the right to seek contribution
from any non-paying Subsidiary Guarantor so long as the exercise of such right
does not impair the rights of the Holders under this Subsidiary Guarantee.

                                      -12-

<PAGE>


         The Subsidiary Guarantors or any particular Subsidiary Guarantor shall
be released from this Subsidiary Guarantee upon the terms and subject to certain
conditions provided in the Indenture.

         By delivery of a Supplemental Indenture to the Trustee in accordance
with the terms of the Indenture, each Person that becomes a Subsidiary Guarantor
after the date of the Indenture will be deemed to have executed and delivered
this Guarantee for the benefit of the Holder of this Security with the same
effect as if such Subsidiary Guarantor was named below.

         All terms used in this Subsidiary Guarantee which are defined in the
Indenture referred to in the Security upon which this Subsidiary Guarantee is
endorsed shall have the meanings assigned to them in such Indenture.

         This Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Security upon which this
Subsidiary Guarantee is endorsed shall have been executed by the Trustee under
the Indenture by manual signature.

         Reference is made to Article Fifteen and Article Sixteen of the
Indenture for further provisions with respect to this Subsidiary Guarantee.

         THIS SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         IN WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this
Subsidiary Guarantee to be duly executed.

                                            Key3Media Events, Inc.
                                            As Subsidiary Guarantor


                                            By__________________________________
                                                    Authorized Signatory



                                      -13-