Note

Note. Means the promissory note issued pursuant to this Agreement at the Closing, in substantially the form attached to this Agreement as Exhibit A;

Note. Shall mean this Promissory Note in the principal sum of $392,200.00.

Note. Means this limited recourse promissory note.

Note. This Promissory Note in the principal sum of THREE MILLION TEN THOUSAND and No/100 DOLLARS ($3,010,000.00).

Note. Shall mean the Promissory Note, dated January 18, 2000, as amended, issued by Mr. Kemp to Penton that was in effect on the Termination Date. A copy of the Note is attached as Exhibit C hereto. The outstanding balance due under the Note as of the Termination Date was $3,985,634.80.

Note. Shall mean the Promissory Note, dated January 24, 2000, as amended by the Amendment to Promissory Note dated December 11, 2001, issued by Mr. Ramella to Penton that was in effect on the Termination Date.

Note. That certain Promissory Note (the "Note"), dated [________], among the Company and the purchasers signatory thereto.

Note. And "Notes" means individually and collectively, as the case may be, the Tranche A Notes and the Tranche B Notes outstanding on any date of determination.

Note. That certain Convertible Secured Promissory Note, of even date herewith, in the original principal amount of Five Hundred Thousand and 00/100 Dollars ($500,000), executed by Debtor to the order of Secured Party, and any amendments, restatements and modifications thereof.

Note. Has the meaning set forth in the above Recitals.