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                                                                    EXHIBIT 10.2



                           AMENDMENT TO LOAN AGREEMENT



         THE KROLL-O'GARA COMPANY, O'GARA - HESS & EISENHARDT ARMORING COMPANY,
KROLL HOLDINGS, INC., and KROLL ASSOCIATES, INC. (individually and collectively
the "Borrower"), and KEYBANK NATIONAL ASSOCIATION ("Lender"), hereby agree as
follows:



1.       RECITALS.

         1.1      On October 30, 1998, Borrower and Lender entered into an
                  Amended and Restated Loan Agreement (the "Loan Agreement").
                  Capitalized terms used herein and not otherwise defined will
                  have the meanings given such terms in the Loan Agreement.

         1.2      Borrower and Lender desire to enter into a new Revolving
                  Credit Note dated of even date herewith (the "Revolving Credit
                  Note") to provide Borrower with funds for general corporate
                  purposes in the amount of $25,000,000.

         1.3      Borrower and Lender desire to amend the Loan Agreement
                  pursuant to this Amendment to Loan Agreement (the
                  "Amendment").

2.       AMENDMENT.

         2.1      Section 3.1.1 is amended to provide as follows:

                  TOTAL FACILITY. Lender will make available to Borrower a
                  revolving credit facility of up to $25,000,000 ("Total
                  Facility"), subject to the terms and conditions and made upon
                  the representations and warranties of Borrower set forth in
                  this Agreement. Amounts outstanding under the revolving credit
                  facility from time to time will be referred to as the
                  "Revolving Credit Loan". The Revolving Credit Loan will be
                  represented by the promissory note of Borrower of even date
                  with the Amendment to Loan Agreement and all amendments,
                  extensions and renewals thereto and restatements and
                  replacements thereof ("Revolving Credit Note"). The Revolving
                  Credit Loan will bear interest and will be payable in the
                  manner set forth in the Revolving Credit Note, the terms of
                  which are incorporated herein by reference.

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         2.2      Section 3.1.4 of the Loan Agreement is amended to provide as
                  follows:

                  COMMITMENT FEE. Borrower will pay to Lender a commitment fee
                  from the date on which all of the conditions precedent set
                  forth in Section 9.1, below are satisfied, computed at the
                  Applicable Rate per annum set forth below, on the average
                  daily difference between: (i) the outstanding amount of the
                  Note and (ii) the Total Facility, such Commitment Fee to be
                  payable quarterly in arrears on the last day of each
                  September, December, March and June and upon the maturity date
                  of the Note and/or the date this Agreement is terminated:

                      FUNDED DEBT TO EBITDA                     APPLICABLE RATE
                      ---------------------                     ---------------

                      If less than 2.0 to 1.0                        0.125%

                      If greater than or equal to 2.0 to 1.0         0.25%

                  The Applicable Rate will be adjusted by Lender as necessary on
                  the first Business Day of the calendar month following
                  submission to Lender of the Borrower's quarterly financial
                  statements.

         2.3      Section 5.2 of the Loan Agreement is hereby amended as
                  follows:

                  LATEST FINANCIALS. Its Current Financial Statements dated
                  March 31, 1999 as delivered to Lender are true, complete and
                  accurate in all material respects and fairly present its
                  financial condition, assets and liabilities, whether accrued,
                  absolute, contingent or otherwise and the results of its
                  operations for the periods specified therein. The annual
                  financial statements of all business entities included in the
                  Current Financial Statements have been prepared in accordance
                  with generally accepted accounting principles applied
                  consistently with preceding periods subject to any comments
                  and notes contained therein.

         2.4      Section 7.4 is hereby amended as follows:

                  GUARANTEES. Other than (i) with respect to the Senior Notes
                  and (ii) guarantees by one or more of the Persons constituting
                  Borrower of the obligations of one or more other Persons
                  constituting Borrower or (iii) guarantees by one or more of
                  the Persons constituting Borrower of the obligations of any
                  Guarantor or (iv) guarantees by one or more of the Persons
                  constituting Borrower of the obligations of a subsidiary,
                  guarantee, endorse or become contingently liable for the
                  obligations of any person, firm or corporation, except in
                  connection with the endorsement and deposit of checks in the
                  ordinary course of business for collection or accounts payable
                  incurred by Subsidiaries in the ordinary course of business.

         2.5      Section 7.5 of the Loan Agreement (Fixed Charge Coverage) is
                  hereby deleted and replaced with the following:

                  INTEREST COVERAGE RATIO. Permit the ratio of Borrower's
                  consolidated earnings before interest and taxes divided by the
                  interest expenses to be less than 2.5 to 1, measured quarterly
                  on a rolling four quarter basis.



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         2.6      Section 7.6 of the Loan Agreement is amended to provide as
                  follows:

                  NET WORTH MAINTENANCE. Fail to maintain at all times a minimum
                  consolidated Net Worth of not less than $126,985,500.00 as of
                  December 31, 1998 to be increased by 65% of net income,
                  calculated at the end of each quarter thereafter. The amount
                  of Intangible Assets included in Net Worth shall at no time
                  exceed 60% of consolidated Net Worth from closing through
                  December 30, 2000 and shall at no time thereafter exceed 55%
                  of consolidated Net Worth; however, should Borrower purchase
                  intangible assets after closing for which Borrower tenders new
                  common stock as consideration for the purchase price, Lender
                  will reduce Borrower's Intangible Assets figure as shown on
                  its post-closing balance sheet by the corresponding amount of
                  such common stock for purposes of calculating compliance with
                  their covenants.

                           For purposes of this Agreement, "Intangible Assets"
                  shall mean the sum total shown on Borrower's balance sheet
                  under the line item entitled "Costs in Excess of Assets
                  Acquired and other Intangible Assets" as such intangible
                  assets are required to be classified by generally accepted
                  accounting principles, and other such assets that may be
                  deemed to be "Intangible Assets" by Lender in its sole
                  discretion.

         2.7      Section 7.7 of the Loan Agreement (Debt to Capitalization) is
                  hereby deleted.

         2.8      Subsection 7.8.1 of Section 7.8 of the Loan Agreement (Capital
                  Expenditures) is hereby amended to provide as follows:

                  7.8.1 Make capital expenditures or acquisitions, including the
                  capitalized value of any leases in the aggregate, which, when
                  calculated in accordance with generally accepted accounting
                  principles, would exceed the $8,000,000.00 in any fiscal year.

         2.9      Subsection 7.8.2 of Section 7.8 of the Loan Agreement (Capital
                  Expenditures) is hereby deleted.

         2.10     Section 7.9 of the Loan Agreement is amended to provide as
                  follows:

                  FUNDED DEBT TO EBITDA. Permit the ratio of Consolidated Funded
                  Debt to Consolidated Earnings Before Interest, Taxes,
                  Depreciation and Amortization ("EBITDA"), to exceed 3.0 to
                  1.0, measured quarterly on a rolling four quarter basis.

         2.11     Section 7.10 of the Loan Agreement is amended to provide as
                  follows:

                  CASH BALANCES HELD BY SUBSIDIARIES. Permit the TKOGC
                  Subsidiaries, other than OGHEAC and KAI, to hold cash balances
                  for any reason other than to fund working capital and other
                  general corporate purposes in the ordinary course; provided
                  however that the Borrower may, with Lender's prior written
                  consent



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                  which will not be unreasonably withheld, permit any foreign
                  subsidiary, created solely for the purpose of minimizing tax
                  liability, to hold cash balances.

         2.12     Section 7.11 of the Loan Agreement is hereby amended as
                  follows:

                  REDEMPTIONS. Purchase, retire, redeem or otherwise acquire for
                  value, directly or indirectly, any shares of its capital stock
                  now or hereafter outstanding, except as part of a stock option
                  plan, a stock buy back plan or stock distribution plan that
                  may be approved by the Board of Directors of Borrower,
                  provided, however, that the value of such purchase,
                  retirement, redemption or acquisition does not exceed 5% of
                  Borrower's consolidated Net Worth.

         2.13     Section 7.12 is hereby deleted in its entirety and replaced
                  with the following:

                  7.12     INVESTMENTS. The Borrower will not, and will not
                           permit any TKOGC Subsidiaries to, at any time make or
                           permit to exist any Investment except:

                           7.12.1   Property to be used in the ordinary course
                                    of business of the Borrower and the TKOGC
                                    Subsidiaries;

                           7.12.2   Current assets arising from the sale or
                                    goods and services in the ordinary course of
                                    business of the Borrower and the TKOGC
                                    Subsidiaries;

                           7.12.3   Investments in one or more subsidiaries or
                                    in any Person that concurrently with such
                                    Investment becomes a subsidiary; provided
                                    that such Investments are in compliance with
                                    Section 7.10, above and as to an Investment
                                    in foreign subsidiaries (other than a
                                    Borrower or any Guarantor), such Investments
                                    do not exceed $1,000,000 in the aggregate in
                                    any fiscal year;

                           7.12.4   Investments existing as of May 30, 1997 and
                                    more particularly set forth in Schedule
                                    10.10 of the Note Purchase Agreement dated
                                    May 30, 1997;

                           7.12.5   Investments in United States Governmental
                                    Securities, provided that such obligations
                                    mature within 365 days from the date of
                                    acquisition thereof;

                           7.12.6   Investments in securities issued by Federal
                                    Farm Credit Bank, Federal National Mortgage
                                    Association, Federal Home Loan Mortgage
                                    Corp., Federal Home Loan Bank, Student Loan
                                    Marketing Association, and Tennessee Valley
                                    Authority, provided that such obligations
                                    mature within 365 days from the date of
                                    acquisition thereof;



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                           7.12.7   Investments in certificates of deposit,
                                    banker's acceptances or accounts issued or
                                    held by an Acceptable Bank, provided that
                                    such obligations mature within 365 days from
                                    the date of acquisition thereof;

                           7.12.8   Investments in accounts held by a
                                    Non-Qualifying Bank, provided that the
                                    amount held in accounts by all
                                    Non-Qualifying Banks for the benefit of
                                    Borrower or any TKOGC Subsidiary will not
                                    exceed the amount of working capital
                                    required by Borrower; or such TKOGC
                                    Subsidiary in the ordinary course of
                                    business;

                           7.12.9   Investments in variable rate tax exempt
                                    bonds, notes or funds given either of the
                                    two highest ratings by a credit rating
                                    agency of recognized national standing, or
                                    if payment thereunder may be made by drawing
                                    on letters of credit issued by Acceptable
                                    Banks, so long as the Investments in such
                                    bonds, notes or funds mature within one year
                                    of the date of acquisition thereof;

                           7.12.10  Investments in commercial paper given either
                                    of the two highest ratings by a credit
                                    rating agency of recognized national
                                    standing and maturing not more than 270 days
                                    from the date of creation thereof; and

                           7.12.11  Investments in money market mutual funds
                                    that invest solely in so-called "money
                                    market" instruments maturing not more than
                                    one year after the acquisition thereof,
                                    which funds have assets in excess of
                                    $500,000,000.

                           7.12.12  Investments not otherwise included in
                                    Section 7.12.1 through 7.12.11, provided
                                    that at the time any such investment is made
                                    and immediately after giving effect thereto,
                                    the aggregate amount of all such investments
                                    would not exceed 12.5% of Consolidated Net
                                    Worth.

                  As used in this Section:

                           "ACCEPTABLE BANK" means any bank or trust company (i)
                  which is organized under the laws of the United States of
                  America or any state thereof, (ii) which has capital, surplus
                  and undivided profits aggregating at least $500,000,000 and
                  (iii) whose long-term unsecured debt obligations (or the
                  long-term unsecured debt obligations of the bank holding
                  company owning all of the Capital Stock of such bank or trust
                  company) shall have been given a rating of "A" or better by
                  Standard and Poor's Ratings Group, "A2" or better by Moody's
                  Investors Service, Inc. or an equivalent rating by any other
                  credit rating agency of recognized national standing.



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                           "INVESTMENT" means any investment, made in cash or by
                  delivery of property, by Borrower or any Subsidiary in any
                  Person, whether by acquisition, of capital stock, debt or
                  other obligation or security, or by loan, guaranty, advance,
                  capital contribution or otherwise.

                           "NON-QUALIFYING BANK" means any bank or trust
                  company, other than an Acceptable Bank, which has capital,
                  surplus and undivided profits aggregating at least
                  $100,000,000 (or the equivalent in a foreign currency).

                           "UNITED STATES GOVERNMENTAL SECURITY" means any
                  direct obligation of, or obligation guaranteed by, the United
                  States of America, or any agency controlled or supervised by
                  or acting as an instrumentality of the United States of
                  America pursuant to authority granted by the Congress of the
                  United States of America, so long as such obligation or
                  guarantee shall have the benefit of the full faith and credit
                  of the United States of America which shall have been pledged
                  pursuant to authority granted by the Congress of the United
                  States of America.

         2.14     Section 14.21 of the Loan Agreement is amended to provide the
                  following:

                  "Funded Debt" will mean all Indebtedness on a consolidated
                  basis, including any amount which may be considered the
                  current portion of such Indebtedness.

         2.15     Section 14.23 of the Loan Agreement is amended to provide as
                  follows:

                  "Guarantor(s)" will mean any persons or entities that now or
                  in the future deliver one or more Guarantees to Lender,
                  including but not limited to Kroll Associates, Inc., Kroll
                  Holding, Inc., Kroll Information Services, Inc., Kroll
                  International, Inc., Background America, Inc., Kroll-O'Gara
                  Information Security Group, Inc., Schiff & Associates, Inc.,
                  Lindquist Avey MacDonald Baskerville, Inc., Laboratory
                  Specialists, Inc. and Inphoto Surveillance, Inc.

         2.16     Section 14.25 of the Loan Agreement is hereby amended as
                  follows:

                  "Indebtedness" will mean, without duplication: (i) all
                  obligations (including capitalized lease obligations) which in
                  accordance with generally accepted accounting principles would
                  be shown on a balance sheet as a liability; (ii) all
                  obligations for borrowed money or for the deferred purchase
                  price of property or services; (iii) all guarantees,
                  reimbursement, payment or similar obligations, absolute,
                  contingent or otherwise, under acceptance, letter of credit or
                  similar facilities, and (iv) all obligations for any Swap. For
                  the purposes of this Section, "Swap" shall mean, with respect
                  to any Person, payment obligations with respect to interest
                  rate swaps, currency swaps and similar obligations obligating
                  such Person making payments, whether periodically or upon the
                  happening of a contingency. The amount of the obligation under
                  any Swap shall be the amount determined by Lender in its
                  reasonable calculation to be that portion of the Swap
                  obligation that represents the credit risk of such Person
                  under the Swap.



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         2.17     Section 5.16 is hereby added to the Loan Agreement to provide
                  as follows:

                  YEAR 2000 COMPLIANCE. Borrower has (i) undertaken a detailed
                  review and assessment of all areas within its business that
                  could be adversely affected by the failure of the Borrower to
                  be Year 2000 Compliant (as herein defined) on a timely basis,
                  (ii) developed a plan and time line for becoming Year 2000
                  Compliant on a timely basis, and (iii) to date, implemented
                  that plan in accordance with the specified time line in all
                  material respects.

                           As of January 1, 2000, all of Borrower's computer
                  hardware and software provides the following functions:

                           (1)      consistently handle date information before,
                                    during and after January 1, 2000, including,
                                    but not limited to, accepting date input,
                                    providing date output and performing
                                    calculations on dates or portions of dates;

                           (2)      function accurately in accordance with the
                                    specifications of such computer hardware or
                                    software and without interruption before,
                                    during and after January 1, 2000, without
                                    any change in operations associated with the
                                    advent of the new century;

                           (3)      respond to two-digit date input in a way
                                    that resolves any ambiguity as to century in
                                    a disclosed, defined and predetermined
                                    manner; and

                           (4)      store and provide output of date information
                                    in ways that are unambiguous as to century.

                           As used herein, "Year 2000 Compliant" shall mean that
                  all software, embedded microchips and other processing
                  capabilities utilized by the Borrower will correctly process,
                  sequence, and calculate, without interruption, all date and
                  date related data for all dates to, through and after January
                  1, 2000, including leap year calculations, and shall
                  recognize, store and transmit date data in a format which
                  clearly indicates the correct century.

3.       REPRESENTATIONS AND WARRANTIES. To induce Lender to enter into this
         Amendment, Borrower represents and warrants as follows:

         3.1      Except as amended above in 2.3 above and provided below, the
                  representations and warranties of Borrower contained in
                  Section 5 of the Loan Agreement are deemed to have been made
                  again on and as of the date of execution of this Amendment and
                  will apply to this Amendment and the Revolving Credit Note.

                  3.1.1    As to Section 5.2 as amended, the Borrower and Lender
                           recognize that the Current Financial Statements do
                           not account for the June 16, 1999 acquisition of
                           Background America, Inc.



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         3.2      No Event of Default (as such term is defined in Section 8 of
                  the Loan Agreement) or event or condition which with the lapse
                  of time or giving of notice or both would constitute an Event
                  of Default exists on the date hereof.

         3.3      The person executing this Amendment and the loan documents to
                  be executed in connection herewith is a duly elected and
                  acting officer of Borrower and is duly authorized by the Board
                  of Directors of Borrower to execute and deliver such documents
                  on behalf of Borrower.

4.       CONDITIONS. Lender's consent to this Amendment is subject to the
         following conditions:

         4.1      Borrower will have executed and delivered to Lender the
                  Revolving Credit Note.

         4.2      Lender will have been furnished copies, certified by the
                  Secretary or Assistant Secretary of Borrower, of resolutions
                  of the Board of Directors of Borrower authorizing the
                  execution of this Amendment, the Exhibits hereto and all other
                  documents executed in connection herewith.

         4.3      Background America, Inc., Kroll-O'Gara Information Security
                  Group, Inc., Schiff & Associates, Inc., Lindquist Avey
                  MacDonald Baskerville, Inc., Laboratory Specialists, Inc. and
                  Inphoto Surveillance, Inc. (individually and collectively, the
                  "Guarantor") will have executed and delivered to Lender the
                  Guarantee dated of even date herewith (the "Guarantee").

         4.4      Borrower will provide to Lender within 90 days of the date
                  hereof appropriate documentation evidencing the change of
                  Financial Research, Inc. to Lindquist Avey MacDonald
                  Baskerville, Inc., and the change of Securify, Inc. to
                  Kroll-O'Gara Information Security Group, Inc.

         4.5      For each Guarantor, Lender will have been furnished copies,
                  certified by the Secretary or assistant Secretary of each
                  Guarantor, of resolutions of the Board of Directors of each
                  Guarantor authorizing the execution of the Guarantee.

         4.6      Borrower will have delivered to Lender copies of its Year 2000
                  plan and time line, which shall reasonably specify the
                  method(s) to be used by the Borrower to become Year 2000
                  Compliant.

         4.7      The representations and warranties of Borrower in Section 3
                  herein will be true.

         4.8      Borrower shall pay all expenses and attorneys' fees incurred
                  by Lender in connection with the preparation, execution, and
                  delivery of this Amendment and related documents. Such fees
                  may be deducted by Lender from the Revolving Credit Note.



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5.       GENERAL.

         5.1      Except as expressly modified herein, the Loan Agreement, as
                  amended, is and remains in full force and effect.

         5.2      Nothing contained herein will be construed as waiving any
                  default or Event of Default under the Loan Agreement or will
                  affect or impair any right, power or remedy of Lender under or
                  with respect to the Loan, the Loan Agreement, as amended, the
                  Revolving Credit Note or any agreement or instrument
                  guaranteeing, securing or otherwise relating to any of the
                  Loan.

         5.3      This Amendment will be binding upon and inure to the benefit
                  of Borrower and Lender and their respective successors and
                  assigns.

         5.4      All representations, warranties and covenants made by Borrower
                  herein will survive the execution and delivery of this
                  Amendment.

         5.5      This Amendment will in all respects be governed and construed
                  in accordance with the laws of the State of Ohio.



                            [SIGNATURES ON NEXT PAGE]




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Signed on June 25, 1999.


                                            THE KROLL-O'GARA COMPANY

                                            By:  /s/ JULES KROLL
                                                 ---------------------------
                                            Print Name:  Jules Kroll
                                            Title:  Chairman and CEO
                                            Date:  June 25, 1999

                                            THE KROLL-O'GARA COMPANY

                                            By:  /s/ ABRAM S. GORDON
                                                 ---------------------------
                                            Print Name:  Abram S. Gordon
                                            Title:  Vice President
                                            Date:  June 25, 1999

                                            O'GARA-HESS & EISENHARDT
                                            ARMORING COMPANY

                                            By: /s/ ABRAM S. GORDON
                                                 ---------------------------
                                            Print Name:  Abram S. Gordon
                                            Title:  Vice President
                                            Date:  June 25, 1999

                                            KROLL HOLDINGS, INC.

                                            By: /s/ ABRAM S. GORDON
                                                 ---------------------------
                                            Print Name:  Abram S. Gordon
                                            Title:  Vice President
                                            Date:  June 25, 1999

                                            KROLL ASSOCIATES, INC.

                                            By: /s/ ABRAM S. GORDON
                                                 ---------------------------
                                            Print Name:  Abram S. Gordon
                                            Title:  Vice President
                                            Date:  June 25, 1999


                                            KEYBANK NATIONAL ASSOCIATION

                                            By:  /s/ STEVEN J. BLOEMER
                                                 ---------------------------
                                            Print Name:  Steven J. Bloemer
                                            Title:  Vice President
                                            Date:  June 25, 1999



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