Exhibit 10.1


 





 


March 6, 2006


 


Mr. Douglas B. Fox


223 Wall Street


Box 318


Huntington, NY 11743


 


Dear Doug,


 


On behalf of Advanstar Holdings Corp. (“AHC”),
Advanstar, Inc. (“AI”) and AI’s subsidiary, Advanstar Communications Inc. (“ACI”
and, together with AHC and AI, the “Company” or “Advanstar”), I am pleased to
confirm that you have agreed to continue to serve as a director of Advanstar
and certain of its subsidiaries.  We
acknowledge that it has become increasingly difficult to find and retain highly
competent persons to serve corporations like Advanstar as directors without
some form of compensation.  Accordingly,
while you continue to serve as a director of Advanstar, you will receive the director
fees and other benefits set forth on Annex A hereto.  The terms, scope and nature of your service
as a director of Advanstar are also set forth on Annex A.


 


I am also pleased to confirm that you have
agreed to continue to make yourself available as an advisor to ACI through ACI’s
retention of the services of your affiliate, Renaissance Brands LTD (“Renaissance
Brands”).  The terms of the advisory
arrangement between ACI and Renaissance Brands are set forth on Annex B
hereto.


 


I, as well as the other directors and the
management of the Company, am looking forward to your continued association
with Advanstar and the benefit of your valued insights and contributions to our
business.


 


This letter supersedes the letter from Robert
L. Krakoff to you dated December 10, 2002, in its entirety, and the 2002 letter
is hereby terminated, discharged and
of no further force or effect.  After reviewing this letter, please confirm
that the foregoing is in accordance with your understanding and the
understanding of Renaissance Brands by signing and returning to me a duplicate
of this letter.


 


	
  Very truly yours,

  
	
   

  
	
  /s/ JAMES M. ALIC

  	
   

  
	
   

  
	
  James M. Alic

  
	
  Chairman of the Board of

  
	
  Advanstar Holdings Corp.

  
	
   

  	
  Accepted and agreed to

  
	
   

  	
  this 27 day of March, 2006

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ DOUGLAS B. FOX

  	
   

  
	
   

  	
  Douglas B. Fox

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RENAISSANCE BRANDS LTD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas B. Fox

  	
   

  
	
   

  	
  Its:

  	
  President & CEO

  	
   

  
						



 

















 


ANNEX A


 


Terms
of Director Services of Douglas B. Fox


 


	
  Scope:

  	
   

  	
   

  
	
   

  	
   

  	
  •      Douglas B. Fox (“Fox”) will continue to
  serve as a director of Advanstar Holdings Corp. (“AHC”), Advanstar, Inc.
  (“AI”), Advanstar Communications Inc. (“ACI”), Advanstar IH, Inc. and
  Advanstar.com Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •      Fox will continue to serve as Chairman of
  the Audit Committee of AI’s and ACI’s Boards of Directors, which committees
  will, among other things, review and make recommendations (financial,
  accounting, and related) regarding the audit function of AI and its
  subsidiaries.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •      It is anticipated that the scope of Fox’s
  duties as a director of Advanstar and its subsidiaries and Chairman of the
  Audit Committee of AI’s and ACI’s Boards of Directors will require Fox to
  dedicate at least nine (9) days per annum to these activities.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •      Fox will be expected to attend or
  participate in all regular and special meetings of the Boards of Directors of
  the Advanstar entities on which he serves. 
  Currently, the Company holds one (combined) regular Board of
  Directors’ meeting per fiscal quarter for Advanstar and its subsidiaries.

  
	
   

  	
   

  	
   

  
	
  Fees and Expenses:

  	
   

  	
   

  
	
   

  	
   

  	
  •      As compensation for serving as a director
  of Advanstar and its subsidiaries as described above, and for so long as he
  continues to serve as a director of Advanstar and Chairman of the Audit
  Committee of AI’s and ACI’s Boards of Directors, commencing with the 2006
  calendar year, Fox will receive an annual director retention fee equal to
  $40,000, payable in equal quarterly installments.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •      Fox will be reimbursed for reasonable
  out-of-pocket expenses he incurs in connection with serving as a director of
  Advanstar and its subsidiaries and as Chairman of the Audit Committee of AI’s
  and ACI’s Boards of Directors, including travel expenses incurred to attend
  any meetings incident to his duties, in accordance with the standard
  practices of Advanstar.

  



 

















 


ANNEX B


 


Terms
of Advisory Services of Renaissance Brands LTD


 


	
  Scope:

  	
   

  	
   

  
	
   

  	
   

  	
  •      Advanstar Communications Inc. (“ACI”) hereby
  retains Renaissance Brands LTD (“Renaissance Brands”) to render certain
  consulting and advisory services to ACI, to the extent requested by ACI or
  ACI Senior Management.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •      The term of this advisory arrangement will
  commence as of January 1, 2006, and will continue for so long as Douglas B.
  Fox (“Fox”) serves as a director of Advanstar (the “Term”).  The Term will end and this advisory
  arrangement shall terminate effective as of the date on which Mr. Fox ceases
  to serve as a director of Advanstar.

  
	
   

  	
   

  	
   

  
	
  Fees and Expenses:

  	
   

  	
   

  
	
   

  	
   

  	
  •      As compensation for the services to be
  provided by Renaissance Brands hereunder, ACI agrees to pay Renaissance
  Brands an annual advisory fee equal to $40,000, payable in equal quarterly
  installments.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •      Renaissance Brands will be reimbursed for
  reasonable out-of-pocket expenses it incurs in connection with its engagement
  hereunder, including travel expenses incurred to attend any meetings incident
  to its duties, in accordance with the standard practices of ACI.

  
	
   

  	
   

  	
   

  
	
  Other Provisions:

  	
   

  	
   

  
	
   

  	
   

  	
  •      Renaissance Brands will perform the
  consulting and advisory services described herein as an independent
  contractor.  No deductions will be made
  from the payments made to Renaissance Brands under this arrangement, and
  Renaissance Brands will be solely responsible for the payment of all taxes
  and contributions due in respect thereof.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •      Renaissance Brands will have access to
  confidential and proprietary information of ACI, including, without limitation,
  financial, strategic, marketing, sales, operating and other business data
  (collectively “Confidential Information”). 
  Renaissance Brands agrees not to use for any purpose or disclose at
  any time to any third party (including, but not limited to, any subsequent
  employer) any of the Confidential Information.