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                                                                   Exhibit 10.24


                              EMPLOYMENT AGREEMENT

        This EMPLOYMENT AGREEMENT ("Agreement") is made as of May 14, 2003,
between Penton Media, Inc., a Delaware corporation (the "Company"), and William
C. Donohue ("Executive")

        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
        continued employment with the Company as of the date hereof, upon the
        terms and conditions set forth in this Agreement for the period
        beginning on the date hereof and ending as provided in paragraph 5
        hereof (the "Employment Period").

2.      Position and Duties.

        (a)     During the Employment Period, Executive shall serve as Executive
                Vice President of the Company and as the President of the Penton
                Industry Media Division of the Company and shall have the normal
                duties, responsibilities and authority of an executive serving
                in such position, subject to the power of the Board of Directors
                of the Company (the "Board") or the Chief Executive Officer of
                the Company to modify, expand or limit Executive's title,
                duties, responsibilities and authority, either generally or in
                specific instances.

        (b)     Executive shall report to the President and Chief Operating
                Officer of the Company, subject to the power of the Chief
                Executive Officer and/or the President and Chief Operating
                Officer of the Company to change Executive's reporting
                requirements.

        (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 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 perform his duties and responsibilities
                principally in the Cleveland, Ohio metropolitan area, and shall
                not be required to travel outside that area any more extensively
                than he has done in the past in the ordinary course of the
                business of the Company.

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3.      Compensation and Benefits.

        (a)     Salary. The Company agrees to pay Executive a salary during the
                Employment Period, in semi-monthly installments. Executive's
                salary rate as of the date of this Agreement shall be $325,000
                per year. 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 may, in its sole discretion, increase it.

        (b)     Bonus(es). For the calendar year 2003 and for subsequent
                calendar years, Executive will be eligible for an annual bonus
                based on the achievement of specified Company goals (the "Target
                Bonus") (as determined by the Compensation Committee of the
                Board (or, if there is no such Committee, the Board)). Any bonus
                payable pursuant to this subparagraph (b) may, at the discretion
                of the Compensation Committee of the Board (or, if there is no
                such Committee, the Board), after considering any preference
                expressed by Executive, be paid in the form of cash, in a
                Performance Shares Award related to shares of the Company's
                Common Stock or in a combination of both.

        (c)     Stock Options. The Company has adopted a plan (the "1998 Stock
                Option Plan") pursuant to which options to purchase shares of
                the Company's Common Stock, and other equity-based incentive
                compensation awards, may be granted to Executive and other
                officers of the Company. Executive shall be eligible to receive
                grants of options and other awards under the 1998 Stock Option
                Plan, at the discretion of the Compensation Committee of the
                Board (or, if there is no such Committee, the Board). Under the
                terms of the 1998 Stock Option Plan, the Compensation Committee
                of the Board (or, if there is no such Committee, the Board) has
                the right to amend the 1998 Stock Option Plan. If, at the time
                of the grant of any option pursuant to this paragraph (c), the
                issuance of shares upon exercise thereof has not been registered
                under the Securities Act of 1933, as amended, it shall be a
                condition to such grant that Executive execute and deliver to
                the Company a certificate confirming that Executive is an
                accredited investor (as such term is used in Regulation D under
                such Act) and including transfer restrictions and other
                provisions customary in connection with grants under such
                circumstances.

        (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 that are consistent with the Company's policies in
                effect from time to time with respect to travel, 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.



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        (e)     Standard Executive Benefits Package. In addition to the salary,
                bonus(es), stock options 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, equity-based
                benefits, and 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.

        (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)    supplementary long-term disability coverage in an amount
                        which will increase maximum covered annual compensation
                        to $325,000 and maximum monthly payments to $17,875; but
                        only if and so long as such supplementary 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.

Executive and the Company agree that the coverages described in this paragraph
3(f) shall be provided to Executive and shall become effective only if Executive
qualifies for such coverages. Executive and the Company agree that each will use
his or its best efforts to obtain such coverages for the benefit of the
Executive.

        (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.


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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 which precedes Executive's sixty-fifth birthday by more
                than one year, 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 year (unless Executive's sixty-fifth
                birthday occurs during such additional year, in which event the
                Employment Period shall be extended only until such birthday).
                In no event shall the Employment Period be extended beyond
                Executive's sixty-fifth birthday except by mutual written
                agreement of the Company and Executive.

        (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");


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                (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 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);

                (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); or

                (viii)  the termination of Executive's employment (A) on account
                        of a Termination without Cause before the second
                        anniversary of a Change of Control, (B) on account of a
                        Termination by Executive for Good Reason before the
                        second anniversary of a Change of Control or (C) in
                        connection with but prior to a Change of Control and
                        following the commencement of any discussion with any
                        third party that (i) requests or suggests that
                        Executive's employment be terminated, and (ii)
                        ultimately engages in a Change of Control (collectively,
                        "Termination Following a Change of Control").

        (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 that 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;


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                (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 prior to the end of the Employment
                        Period; or

                (viii)  any other breach by Executive of this Agreement which is
                        material and which is not cured within thirty (30) days
                        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 any
                        downward adjustment in Executive's Target Bonus; 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.

        (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


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                (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 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



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                        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.

        (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) any option rights or plan benefits which by their
                terms extend beyond termination of Executive's employment (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), (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
                Executive's sixty-fifth birthday, or if the Employment Period
                ends early pursuant to paragraph 5 hereof on account of
                Executive's death, Retirement (provided such Retirement is not a
                Termination Following a Change of Control) or Termination for
                Disability, 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, and such termination
                does not constitute a Termination Following a Change of Control,
                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 twenty-four (24) months after the last day of the
                month in which the Employment Period ends (in the event
                Executive is entitled during the payment period to any payments
                under any disability benefit



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                plan or the like in which Executive has participated as an
                employee of the Company, less such payments), payable at the
                times such amounts would have been paid; provided, however, that
                if Executive so chooses, in his sole discretion, such payment
                under this subparagraph (d) shall be made in a lump sum. 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
                subparagraph (d) shall cease in the event Executive breaches any
                of his agreements in paragraph 7 or 8 hereof.

        (e)     If the Employment Period ends early pursuant to paragraph 5
                hereof on account of a Termination by Executive with Advance
                Notice, and such termination does not constitute a Termination
                Following a Change of Control, the Company shall make no further
                payments to Executive except as contemplated in (a)(i), (ii) and
                (iii) above.

        (f)     (i)     If the Employment Period ends early pursuant to
                        paragraph 5 hereof on account of a Termination Following
                        a Change of Control, Executive shall be entitled to
                        receive an amount equal to two times the sum of (A)
                        Executive's annual base salary at the time of such
                        termination (or, if higher, Executive's Reference
                        Salary) and (B) Executive's Target Bonus for the year in
                        which such termination occurs (or, if higher,
                        Executive's Target Bonus for the preceding year or the
                        year in which the Change of Control occurs), payable at
                        the times such amounts would have been paid; provided,
                        however, that if Executive so chooses, in his sole
                        discretion, such payment under this subparagraph (f)(i)
                        shall be made in a lump sum. 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.

                (ii)    Notwithstanding any provision of this Agreement to the
                        contrary, if any amount or benefit to be paid or
                        provided under this Agreement or otherwise pursuant to
                        or by reason of any other agreement, policy, plan,
                        program or arrangement, including without limitation any
                        bonus, stock option, performance share, performance
                        unit, stock appreciation right or similar right, or the
                        lapse or termination of any restriction on or the
                        vesting or exercisability of any of the foregoing would
                        be an "Excess Parachute Payment," within the meaning of
                        Section 280G of the Code, or any successor provision
                        thereto, but for the application of this sentence, then
                        the payments and benefits to be paid or provided under
                        this Agreement shall be reduced to the minimum extent
                        necessary (but in no event to less than zero) so that no
                        portion of any such payment or benefit, as so


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                        reduced, constitutes an Excess Parachute Payment;
                        provided, however, that the foregoing reduction shall be
                        made only if and to the extent that such reduction would
                        result in an increase in the aggregate payment and
                        benefits to be provided to Executive, determined on an
                        after-tax basis (taking into account the excise tax
                        imposed pursuant to Section 4999 of the Code, or any
                        successor provision thereto, any tax imposed by any
                        comparable provision of state law, and any applicable
                        federal, state and local income taxes). The
                        determination of whether any reduction in such payments
                        or benefits to be provided under this Agreement is
                        required pursuant to the preceding sentence shall be
                        made at the expense of the Company, if requested by the
                        Executive or the Company, by the Company's independent
                        accountants. The fact that the Executive's right to
                        payments or benefits may be reduced by reason of the
                        limitations contained in this paragraph 6(f) shall not
                        of itself limit or otherwise affect any other rights of
                        the Executive other than pursuant to this Agreement. In
                        the event that any payment or benefit intended to be
                        provided under this Agreement is required to be reduced
                        pursuant to this paragraph 6(f), the Executive shall be
                        entitled to designate the payments and/or benefits to be
                        so reduced in order to give effect to this paragraph
                        6(f). The Company shall provide the Executive with all
                        information reasonably requested by the Executive to
                        permit the Executive to make such designation. In the
                        event that the Executive fails to make such designation
                        within 10 business days of the Date of Termination, the
                        Company may effect such reduction in any manner it deems
                        appropriate.

        (g)     Without limiting the rights of the Executive at law or in
                equity, if the Company fails to make any payment or provide any
                benefit required to be made or provided hereunder on a timely
                basis, the Company will pay interest on the amount or value
                thereof at an annualized rate of interest equal to the so-called
                composite "prime rate" as quoted from time to time during the
                relevant period in the Midwest Edition of The Wall Street
                Journal. Such interest will be payable as it accrues on demand.
                Any change in such prime rate will be effective on and as of the
                date of such change.

        (h)     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 two 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


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        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.

        (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 a
                period of two years after termination of his employment with the
                Company, 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 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.

        (c)     Executive further agrees that during the Employment Period and
                for a period of two years after termination of his employment
                with the Company, 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 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 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.


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<PAGE>

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 provisions and to enforce
        such provisions specifically (without posting a bond or other security).

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, 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. William C. Donohue
                  1300 N. Lake Shore Drive, Apt. 15BC
                  Chicago, Illinois  60610


                  Notices to the Company:

                  Mr. Thomas L. Kemp
                  Chief Executive Officer
                  Penton Media, Inc.
                  1100 Superior Avenue
                  Cleveland, OH 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



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<PAGE>

        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.

        (a)     Prevailing Party's Litigation Expenses. In the event of
                litigation between the Company and Executive related to this
                Agreement, the non-prevailing party shall reimburse the
                prevailing party for any costs and expenses (including without
                limitation attorneys' fees) reasonably incurred by the
                prevailing party in connection therewith.

        (b)     Change of Control of the Company. Without limiting the
                generality of (a) above, in the event that there is a Change of
                Control of the Company, if it should appear to Executive that
                the Company has failed to comply with any of its obligations
                under this Agreement or in the event that the Company or any
                other person takes or threatens to take any action to declare
                this Agreement void or unenforceable, or institutes any
                litigation or other action or proceeding designed to deny, or to
                recover from, Executive the benefits provided or intended to be
                provided to Executive hereunder, the Company irrevocably
                authorizes Executive from time to time to retain counsel of
                Executive's choice, at the expense of the Company as hereafter
                provided, to advise and represent Executive in connection with
                any such interpretation, enforcement or defense, including
                without limitation the initiation or defense of any litigation
                or other legal action, whether by or against the Company or any
                Director, officer, shareholder or other person affiliated with
                the Company, in any jurisdiction. Notwithstanding any existing
                or prior attorney-client relationship between the Company and
                such counsel, the Company irrevocably consents to Executive's
                entering into an attorney-client relationship with such counsel,
                and in that connection the Company and Executive agree that a
                confidential relationship will exist between Executive and such
                counsel. Without respect to whether Executive prevails, in whole
                or in part, in connection with any of the foregoing, the Company
                will pay and be solely financially responsible for any and all
                attorneys' and related fees and expenses incurred by Executive
                in connection with any of the foregoing.

        (c)     Source of Payments. Except as otherwise specified herein, in the
                event a Change of Control occurs, any payments to Executive
                pursuant to this Agreement and the performance of the Company's
                obligations hereunder shall be secured by amounts deposited or
                to be deposited in a trust established by the Company for the
                benefit of Executive (and, at the Company's option, for the
                benefit of other executives of the Company who are entitled to
                payments similar to those provided in this Agreement) (the
                "Trust"). The Company shall transfer to such Trust assets from
                which all or a portion of the payments provided under this
                Agreement are to be paid, provided that such assets of the Trust
                shall at all times be subject to the claims of general unsecured
                creditors of the Company and that neither Executive nor any
                other person entitled to payments through the Trust shall at any
                time have a prior claim to such assets. Any payments to
                Executive under this Agreement



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<PAGE>

                that are not paid through the Trust shall be paid from the
                Company's general assets, and Executive shall have the status of
                a general unsecured creditor with respect to the Company's
                obligations to make payments under this Agreement.

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, 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 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 written below.

                                           PENTON MEDIA, INC.


Date:    _________________, 2003        By  __________________________________
                                                    Thomas L. Kemp
                                                    Chief Executive Officer

Date:    _________________, 2003        ______________________________________
                                                    William C. Donohue



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