EXHIBIT 10.2

                        AMENDMENT TO EMPLOYMENT AGREEMENT

         AMENDMENT, dated as of October 5, 2001, by and between Key3Media Group,
Inc. ("K3M"), and Jason E. Chudnofsky ("Executive").

         WHEREAS, Executive and K3M entered into that certain employment
agreement dated as of December 18, 2000 (the "Agreement"); and

         WHEREAS, the parties hereto desire to amend the Agreement in the manner
described herein.

         NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, the parties hereby agree as follows:

         1.       Capitalized terms herein shall have the meanings ascribed to
                  said terms in the Agreement, unless specifically stated to the
                  contrary herein:

         2.       That portion of paragraph 4(b)(ii) of the Agreement appearing
                  prior to subparagraph A of said paragraph is hereby deleted in
                  its entirety and replaced by the following provision:

                           "(ii) In the event that a Rosen Successor has
                           replaced Rosen, then the annual performance bonus of
                           the Executive will be based upon the growth in the
                           EBITDA of the Business after calendar year 2000. For
                           these purposes, "EBITDA" for any year means the
                           consolidated reported earnings of Employer for that
                           year, as adjusted to (v) add back interest, taxes,
                           depreciation and amortization, all as determined by
                           the independent auditors of Employer applying
                           generally accepted accounting principles, (w) exclude
                           unusual non-recurring items, such as gains or losses
                           on the sale of a major business unit, (x) exclude
                           charges related to this performance bonus and any
                           substantially similar performance bonus granted to
                           the president, chief operating officer, chief
                           financial officer, chief technology officer or
                           general counsel of Employer, or any other
                           earnings-related bonuses exceeding $150,000 on an
                           annualized basis, (y) exclude any charges to earnings
                           attributable to payments to affiliates which are in
                           excess of fair market value of goods sold or services
                           rendered, and (z) exclude the effect of non-cash
                           stock based compensation (calculated in a manner
                           consistent with the manner of calculation used by
                           Employer in its financial reporting). EBITDA for
                           calendar 2000 shall be adjusted by the Compensation
                           Committee of the Board to reflect a normalized
                           situation, taking into account special costs and
                           expenses which may be incurred in that year."

         3.       Except as otherwise set forth in this Amendment, the Agreement
                  is hereby ratified and confirmed and is in full force and
                  effect.

         The parties hereto hereby enter into this Amendment to Employment
         Agreement as of the date first stated hereinabove.

         Key3Media Group, Inc.

         By: ________________________
         Title: _______________________



         ______________________________
               Jason E. Chudnofsky