COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT





       This COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this "COLLATERAL

AGENCY AND INTERCREDITOR AGREEMENT") dated as of March 30, 2001, among KeyBank

National Association, in its capacity as lender under the Bank Loan Agreement

(as defined below; together with its successors and assigns, the "BANK"),

Connecticut General Life Insurance Company, Life Insurance Company of North

America, Massachusetts Mutual Life Insurance Company, The Travelers Insurance

Company, The Guardian Life Insurance Company of America and Lincoln Life and

Annuity Company of New York, in their capacities as the holders of the notes

issued under the Note Purchase Agreements (as defined below; collectively,

together with their respective successors and assigns, including future holders

of Notes under the Note Purchase Agreements, the "NOTEHOLDERS"), and the Bank in

its capacity as Collateral Agent hereunder (in such capacity, together with its

successors and assigns in such capacity, the "COLLATERAL AGENT").



                                    RECITALS



       A. The Noteholders have purchased $35,000,000 of the Senior Notes of The

Kroll-O'Gara Company, formerly known as The O'Gara Company (together with its

successors and assigns, the "COMPANY") pursuant to the Noteholder Documents (as

defined below). Certain Subsidiaries of the Company listed on ANNEX 1 hereto

(the "NOTEHOLDER GUARANTORS"), have jointly and severally guaranteed the

obligations of the Company under the Noteholder Documents.



       B. The Bank has made up to an aggregate of $40,000,000 of credit

available to the Company and certain of its Affiliates, namely O'Gara-Hess &

Eisenhardt Armoring Company, Kroll Holdings, Inc. and Kroll Associates, Inc.

(collectively, the "CO-BORROWERS"; the Co-Borrowers, together with the Company,

the "BORROWER"), pursuant to the Bank Documents (as defined below; together with

the Noteholder Documents, the "CREDIT DOCUMENTS"). Certain Subsidiaries of the

Borrower listed on ANNEX 2 hereto (the "BANK GUARANTORS", and together with the

Noteholder Guarantors (including, without limitation, the Co-Borrowers), the

"SUBSIDIARY OBLIGORS"), have jointly and severally guaranteed the obligations of

the Borrower under the Bank Documents.



       C. The Company and the Subsidiary Obligors have granted to the Collateral

Agent, for the benefit of the Secured Parties (as defined below), mortgage liens

on and/or security interests in certain of their assets pursuant to the Security

Documents (as defined below) to secure their obligations to the Secured Parties.

The parties desire to enter into this Collateral Agency and Intercreditor

Agreement to, among other things, appoint the Collateral Agent as collateral

agent hereunder, to set forth the rights and duties of the Collateral Agent

hereunder and



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under the Security Documents and to set forth the Secured Parties' respective

rights with respect to the Collateral (as defined below).



       Therefore, in consideration of the mutual promises set forth herein and

intending to be legally bound hereby, the parties agree as follows:



1. CERTAIN DEFINITIONS. Capitalized terms used herein and not otherwise defined

   shall have the following meanings:



       "ACCELERATION" means the acceleration of the maturity of any the

obligations of the Company under the Note Purchase Agreements or of the Borrower

under the Bank Loan Agreement.



       "ACCELERATION NOTICE" means a notice by a Secured Party of acceleration

of the maturity of any Obligations owed to such Secured Party given by such

Secured Party to the Collateral Agent and to the other Secured Parties.



       "ACTION NOTICE" has the meaning assigned to that term in Section 4.2 of

this Collateral Agency and Intercreditor Agreement.



       "AFFILIATE" means any person, partnership, joint venture, company or

business entity under common control or having similar equity holders owning at

least ten percent (10%) thereof, whether such common control is direct or

indirect. All of a Person's direct or indirect parent corporations, partners,

subsidiaries, and the officers, shareholders, members, directors and partners of

any of the foregoing and persons related by blood or marriage to any of the

foregoing will be deemed to be a Person's Affiliates for purposes of this

Agreement.



       "ALTERNATE LETTER OF CREDIT" means that letter of credit issued by the

Bank for the account of the Company and certain Subsidiaries in substitution of

the letter of credit issued by PNC Bank, Ohio, National Association in

connection with the Borrower's $2,300,000 Variable Rate Demand Economic

Development Revenue Bonds, Series 1986 (O'Gara Hess & Eisenhardt Armoring

Company Limited Partnership Project) in the amount of $1,356,250.



       "BANK" has the meaning set forth in the first paragraph of this

Collateral Agency and Intercreditor Agreement.



       "BANK DOCUMENTS" means the Bank Loan Agreement, the Notes issued

thereunder, the Guaranties of even date herewith executed by each of the

Consolidated Subsidiaries in favor of the Bank, and any additional guaranty

agreements that may subsequently be executed by any Consolidated Subsidiary to

secure the obligations of the Company set forth in the Bank Loan Agreement, as

any of the same may be amended or modified from time to time.





                                       2

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       "BANK GUARANTORS" means those subsidiaries of the Borrower listed on

ANNEX 2 hereto, and each other subsidiary of the Borrower that may become a

guarantor of the Bank Obligations in connection with the transactions

contemplated by the Bank Loan Agreement.



       "BANK GUARANTY AGREEMENT" means the Guaranty dated as of March 30, 2001

by the Bank Guarantors in favor of the Bank.



       "BANK LOAN AGREEMENT" means that certain Second Amended and Restated Loan

Agreement of even date herewith, between the Borrower and the Bank, as the same

may be amended or modified from time to time.



       "BANK OBLIGATIONS" means at any time, (i) all Obligations under the Bank

Documents (other than Indebtedness constituting the Alternate Letter of Credit

or in respect of any capital leases of property) and (ii) Permitted Swap

Obligations at such time, but no other Swap Obligations.



       "BANKRUPTCY DEFAULT" means any Event of Default that consists of

bankruptcy, reorganization or similar proceedings instituted by or against any

Consolidated Entity, the appointment of a receiver, liquidator, trustee,

sequestrator or similar official for any Consolidated Entity or for any

substantial part of their respective assets, an assignment for the benefit of

creditors by any Consolidated Entity, any insolvency of any Consolidated Entity

or any dissolution, winding up or liquidation of any Consolidated Entity.



       "BANKRUPTCY PROCEEDING" means any bankruptcy, reorganization, insolvency,

receivership, dissolution or similar proceeding and any assignment for the

benefit of creditors.



       "BENEFITED SECURED PARTY" has the meaning set forth in Section 4.9 of

this Collateral Agency and Intercreditor Agreement.



       "BUSINESS DAY" means any day on which banks are open for business in

Columbus, Ohio, and New York, New York.



       "COLLATERAL" means any property of any Person with respect to which the

Collateral Agent or any of the Secured Parties has been granted a Collateral

Lien.



       "COLLATERAL LIEN" means any security interest in, mortgage lien on,

pledge of or other grant of any right in or to any property of any Person

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