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                                                                   Exhibit 10.16



                               SECURITY AGREEMENT

       CORPLEX, INC., O'GARA SECURITY INTERNATIONAL, INC., O'GARA SATELLITE
NETWORKS, INC., KROLL ENVIRONMENTAL ENTERPRISES, INC., KROLL INFORMATION
SERVICES, INC., KROLL ASSOCIATES INTERNATIONAL HOLDINGS, INC., KROLL BACKGROUND
AMERICA, INC., KROLL LINDQUIST AVEY, INC., INPHOTO SURVEILLANCE, INC., KROLL
SCHIFF & ASSOCIATES, INC., KROLL LABORATORY SPECIALISTS, INC., KROLL-O'GARA
CRISIS MANAGEMENT GROUP, INC., ITI LIMITED PARTNERSHIP, INTERNATIONAL TRAINING,
INCORPORATED and KROLL BUCHLER PHILLIPS, LTD. (collectively, the "DEBTOR"), for
valuable consideration, receipt of which hereby is acknowledged, hereby
collaterally transfers, assigns and pledges to KEYBANK NATIONAL ASSOCIATION, a
national banking association, as Collateral Agent (together with its successors
and assigns the "COLLATERAL AGENT"), for the ratable benefit of the Secured
Parties, under the Collateral Agency and Intercreditor Agreement, dated as of
the date hereof, among the Collateral Agent, KEYBANK NATIONAL ASSOCIATION, a
national banking association, in its individual capacity (together with its
successors and assigns, the "BANK") and the holders of the Senior Notes due May
30, 2003 of the Borrower, as the same may be amended and modified from time to
time, a security interest in the following property (the "COLLATERAL"), whether
the Borrower's interest therein be as owner, co-owner, lessee, consignee,
secured party or otherwise, and whether the same be now owned or existing or
hereafter arising or acquired:

1.     All of Debtor's accounts ("ACCOUNTS"), which term includes Debtor's
       accounts, receivables, health care insurance receivables, contract
       rights, chattel paper, instruments, notes, drafts, acceptances, winnings
       in a lottery or other game of chance operated, sponsored, or authorized
       by a state or other governmental subdivision, and other forms of
       accounts;

2.     Except for inventory located on the premises of Debtor which has been
       purchased with unliquidated government-funded progress payments and is
       therefore owned by any governmental entity, all of Debtor's inventory
       ("INVENTORY"), which term includes all goods, merchandise and other
       personal property, which are held for sale or lease or are furnished or
       to be furnished under a contract of service and/or raw materials, parts,
       finished goods, work in process and materials used or consumed or to be
       used or consumed in Debtor's business or in the processing, packaging,
       shipping or advertising thereof;

3.     All of Debtor's equipment and fixtures ("EQUIPMENT"), which term includes
       all of Debtor's machinery, parts, tools, fixtures, furniture, and
       accessories, together with all attachments, additions and accessions
       thereto, and added and substituted parts, equipment and repairs now or
       hereafter placed upon such property, whether because of necessary repairs
       or otherwise;

4.     All of Debtor's intellectual property, contract rights and other general
       intangibles ("GENERAL INTANGIBLES"), including but not limited to (i) all
       contracts, (ii) all judgments, patents, trademarks, trade or business
       names, service marks, logos, copyrights, trade secrets, plans,
       blueprints, licenses, permits, tax or other refunds, software, programs,

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       inventions, business or technical data, processes, mailing and customer
       lists, books and records, and goodwill, (iii) payment intangibles, (iv)
       all rights, applications, continuations, renewals, substitutions,
       improvements, modifications and extensions in any manner related thereto,
       and (v) all proceeds and products thereof, including but not limited to
       all license royalties, payments made under insurance policies, and
       proceeds of infringement suits and any other suits;

5.     All moneys, credits and other property of any nature whatsoever of Debtor
       now or hereafter in the possession of, in transit to or from, under the
       custody or control of, or on deposit with (whether held by Debtor
       individually or jointly with another) Collateral Agent or any affiliate
       of Collateral Agent, including but not limited to cash collateral
       accounts; and

6.     The proceeds (including insurance proceeds) and products of the foregoing
       in whatever form the same may be,

for the purpose of securing the payment to Collateral Agent, for the benefit of
Secured Parties, of all of the Obligations as such term is defined in the
Collateral Agency and Intercreditor Agreement.

       Capitalized terms used herein and not otherwise defined in this Security
Agreement will have the meanings given those terms in the Collateral Agency and
Intercreditor Agreement. No change or amendment to any defined term contained in
the Collateral Agency and Intercreditor Agreement used in this Security
Agreement as a defined term shall be effective without the prior written consent
of Debtor.

       Debtor further warrants to and agrees with Collateral Agent, for the
benefit of Secured Parties, as follows:

1.     PRESERVATION OF COLLATERAL. Debtor will keep the Collateral in good order
       and repair at all times, will use same with reasonable care and caution,
       will not, except in the ordinary course of business, part with possession
       or ownership thereof nor lease or hire out the Collateral without the
       written consent of Collateral Agent, and will exhibit the Collateral to
       Collateral Agent or any Secured Party upon reasonably demand during
       normal business hours. Debtor will promptly notify Collateral Agent of
       any loss or damage to the Collateral. Debtor will not use, or permit the
       Collateral to be used, in violation of any federal, state, county or
       municipal law or regulation or for any unlawful purpose whatsoever.

2.     INSURANCE. Debtor will keep its insurable real and personal property
       insured with responsible insurance companies against loss or damage by
       fire, windstorm and other hazards which are commonly insured against in
       an extended coverage endorsement in an amount equal to not less than 80%
       of the insurable value thereof on a replacement cost basis and also
       maintain public liability insurance in a reasonable amount. In addition,
       Debtor will maintain extended liability insurance covering its operations
       of at least $1,000,000 and in a form and with companies reasonably
       satisfactory to Collateral Agent. Notwithstanding the foregoing, such
       property insurance will at all times be in an amount


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       so that Debtor will not be deemed a "co-insurer" under any co-insurance
       provisions of such policies. All such insurance policies will name
       Collateral Agent as an additional insured and, where applicable, as
       lender's loss payee under a loss payable endorsement satisfactory to
       Collateral Agent. All such policies will be in form and substance
       satisfactory to Collateral Agent and will provide that ten (10) days'
       prior written notice must be given to Collateral Agent before such policy
       is altered or cancelled. Schedules of all insurance of Debtor will be
       submitted to Collateral Agent upon request. Such schedules will contain a
       description of the risks covered, the amounts of insurance carried on
       each risk, the name of the insurer and the cost of such insurance to
       Debtor. Debtor will supplement such schedules from time to time promptly
       to reflect any change in insurance coverage. Debtor will deliver to
       Collateral Agent certificates representing such insurance policies upon
       the execution hereof. All amounts payable in settlement of insurance
       losses may be applied, at Collateral Agent's option, to the Obligations,
       or used to repair, replace or restore the Collateral. To the extent of
       any conflict between the provisions of this Section and the provisions of
       the Credit Agreement regarding insurance, the provisions of this Section
       will govern to the extent of the conflict.

3.     PAYMENT OF EXPENSES BY COLLATERAL AGENT. At its option and upon Debtor's
       failure to fulfill its obligations respecting the same, Collateral Agent
       may discharge taxes, liens, security interests or such other encumbrances
       as may attach to the Collateral, may pay for required insurance on the
       Collateral and may pay for the maintenance and preservation of the
       Collateral, as determined by Collateral Agent to be necessary, and such
       expenditures will become a part of the Obligations. Debtor will reimburse
       Collateral Agent on demand for any payment so made or any expense
       incurred by Collateral Agent pursuant to the foregoing authorization, and
       the Collateral also will secure any advances or payments so made or
       expenses so incurred by Collateral Agent.

4.     INFORMATION. Debtor will furnish to Collateral Agent from time to time
       (but not more than quarterly unless upon the occurrence of an Event of
       Default) if and as requested current lists of the Collateral including
       names and addresses of account debtors and agings of Accounts; will
       continue to mark on the books of Debtor appropriate entries evidencing
       the assignment of book accounts to Collateral Agent, for the benefit of
       Secured Parties, and will mark chattel paper and non-negotiable
       instruments to evidence the assignment thereof to Collateral Agent, for
       the benefit of Secured Parties; and, if and when requested by Collateral
       Agent from time to time, will furnish to it copies of all purchase
       orders, inventory lists, billings, shipping orders, correspondence and
       other instruments or writings in any way evidencing or relating to the
       Collateral or the proceeds thereof. Collateral Agent and its designated
       representatives and Collateral Agents will have the right at all
       reasonable times during normal business hours to examine, inspect, and
       audit the Collateral wherever located upon reasonable notice to Debtor.

5.     SALE OF INVENTORY. Debtor will have the right to process and sell the
       Inventory in the regular course of its business at customary prices (but
       in no event may Debtor transfer any Inventory in satisfaction of any
       debt, except Debtor may return faulty, damaged or unused Inventory).


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6.     COLLECTION OF ACCOUNTS; SET OFF. Upon the occurrence and during the
       continuation of an Event of Default, Debtor will collect all of the
       Accounts or any other receipts and whenever Debtor receives any payment
       of any of the Accounts it will hold such payment in trust for Collateral
       Agent and forthwith will deliver to Collateral Agent the same in the form
       received by Debtor without commingling with any funds belonging to
       Debtor, and promptly will deposit the same in a special collateral
       account with Collateral Agent, for the benefit of Secured Parties. Upon
       the occurrence and during the continuation of an Event of Default, Debtor
       authorizes Collateral Agent and/or any Secured Party at any time without
       notice to appropriate and apply any balances, credits, deposits or
       accounts or money of Debtor (held individually or with others) in its
       possession, custody or control to the payment of the Obligations, all of
       which may at all times be held and treated as additional Collateral.

7.     NOTIFICATION OF ACCOUNT DEBTORS. Collateral Agent, at any time after the
       occurrence of an Event of Default, and without notice to Debtor, may
       notify any persons who are indebted to Debtor with respect to any
       Accounts or General Intangibles of the assignment thereof to Collateral
       Agent and may direct such account debtors to make payment directly to
       Collateral Agent of the amounts due. At the request of Collateral Agent
       after the occurrence of an Event of Default, Debtor will direct any
       persons who are indebted to Debtor with respect to any Accounts or
       General Intangibles to make payment directly to Collateral Agent.
       Collateral Agent is authorized to give receipts to such account debtors
       for any such payments and the account debtors will be protected in making
       such payments to Collateral Agent.

8.     REPRESENTATIONS, WARRANTIES AND COVENANTS. Debtor represents, warrants
       and covenants to Collateral Agent and Secured Parties that, except for
       any Permitted Liens, as such term is defined in any of the documents
       executed in connection with the Obligations: (a) Debtor has not made any
       prior sale, pledge, encumbrance, assignment or other disposition of any
       of the Collateral and the same is free from all encumbrances and rights
       of set off of any kind; (b) except as herein provided, Debtor will not
       hereafter without the prior written consent of Collateral Agent sell,
       pledge, encumber, assign or otherwise dispose of any of the Collateral or
       permit any right of set off, lien or security interest to exist thereon
       except to Collateral Agent or any Secured Party; (c) Debtor will defend
       the Collateral against all claims and demands of all persons at any time
       claiming the same or any interest therein; (d) Debtor will deliver to
       Collateral Agent, for the benefit of Secured Parties, any negotiable
       instruments or chattel paper evidencing the Accounts; (e) each General
       Intangible is genuine and enforceable in accordance with its terms and
       Debtor will defend the same against all claims, demands, set offs and
       counterclaims at any time asserted; and (f) at the time any Accounts
       becomes subject to this Security Agreement, such Account will be a good
       and valid account representing a bona fide sale of goods or services by
       Debtor and such goods will have been shipped to the respective account
       debtors or the services will have been performed for the respective
       account debtors, and no Account will be subject to any claim for credit,
       allowance or adjustment by any account debtor or any set off, defense or
       counterclaim.

9.     PLACE OF BUSINESS. Debtor (a) now keeps and will continue to keep the
       Collateral at its places of business, which are set forth on the
       disclosure schedules prepared by Debtor


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       and delivered to each of the Secured Parties in connection with execution
       and delivery of this Security Agreement (the "Disclosure Schedule"); and
       Debtor now keeps and will continue to keep its books and records
       concerning the Collateral at its principal place of business shown above
       and (b) represents that it has no other place of business other than
       those locations set forth on the Disclosure Schedule.

       In the five years preceding the date hereof, Debtor has not conducted
       business under any name other than its current name nor maintained any
       place of business or any assets in any jurisdiction other than those
       locations set forth on the Disclosure Schedule.

10.    FINANCING STATEMENTS; DOCUMENTS. At the request of Collateral Agent,
       Debtor will join with Collateral Agent in executing one or more financing
       statements pursuant to the Uniform Commercial Code in form satisfactory
       to Collateral Agent and will pay the cost of filing financing,
       continuation and termination statements in all public offices where
       filing is deemed necessary or desirable by Collateral Agent. Debtor will
       execute and deliver to Collateral Agent from time to time such
       supplemental assignments or other instruments as Collateral Agent may
       require for the purpose of confirming Collateral Agent's interest in the
       Collateral. Debtor hereby authorizes Collateral Agent to execute and file
       on behalf of Debtor all financing statements and documents deemed
       necessary or appropriate to perfect Collateral Agent's interest in the
       Collateral.

11.    DEBTOR'S CONSENT. Upon the occurrence and during the continuation of an
       Event of Default, Debtor consents, with respect to the Accounts or any
       General Intangibles, to all extensions or postponements of time of
       payment thereof or any other indulgences in connection therewith, to the
       acceptance of partial payments thereon and to the settlement, compromise
       and adjustment thereof, all in such manner and at such time or times as
       Collateral Agent deems advisable.

12.    DEFAULT.
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       12.1   Upon the occurrence and during the continuation of (herein
              referred to as an "Event of Default"): (i) any Event of Default,
              (ii) or any default under any of such documents that do not have a
              defined set of "Events of Default," Collateral Agent may exercise
              any one or more of the rights and remedies granted pursuant to
              this Security Agreement or given to a secured party under
              applicable law, as it may be amended from time to time, including
              but not limited to the right to take possession and sell, lease or
              otherwise dispose of the Collateral and, at its option, operate,
              use or exercise any rights of ownership pertaining to the
              Collateral as the Collateral Agent, for the benefit of Secured
              Parties, deems necessary to preserve the value and receive the
              benefits of the Collateral. Upon the occurrence and during the
              continuation of an Event of Default, Collateral Agent may, so far
              as Debtor can give authority therefore, enter upon any premises on
              which the Collateral or any part thereof may be situated and take
              possession of and remove the same therefrom. Collateral Agent may
              require Debtor to make the Collateral available to Collateral
              Agent at a place to be designated by Collateral Agent that is
              reasonably convenient to both parties. Debtor waives all claims
              for damages by


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              reason of any seizure, repossession, retention, use, or sale of
              the Collateral under the terms of this Security Agreement.

       12.2   The net proceeds arising from the disposition of the Collateral
              after deducting expenses incurred by Collateral Agent will be
              applied to the Obligations in the order determined by Collateral
              Agent. If any excess remains after the discharge of all of the
              Obligations, the same will be paid to Debtor. If after exhausting
              all of the Collateral, there should be a deficiency, Debtor will
              be liable therefor to Collateral Agent and Secured Parties,
              provided, however, that nothing contained herein will obligate
              Collateral Agent to proceed against the Collateral prior to making
              a claim against Debtor or any other party obligated under the
              Obligations or prior to proceeding against any other collateral
              for the Obligations.

       12.3   Whenever notice is required by law to be sent by Collateral Agent
              to Debtor of any sale, lease or other disposition of the
              Collateral, five days' written notice sent to Debtor's address set
              forth below will be reasonable.

13.    RIGHTS OF COLLATERAL AGENT; POWER OF ATTORNEY. Debtor hereby irrevocably
       constitutes and appoints Collateral Agent and any officer thereof, with
       full power of substitution, as its true and lawful attorney-in-fact with
       full irrevocable power and authority in the place and stead of Debtor or
       in its name, from time to time in Collateral Agent's discretion, for the
       purpose of carrying out the terms of this Security Agreement, to take any
       and all appropriate action and to execute any and all documents and
       instruments which may be necessary or desirable to accomplish the
       purposes of this Security Agreement and, without limiting the generality
       of the foregoing, Debtor hereby gives Collateral Agent the power and
       right, on behalf of Debtor, after an occurrence and during the
       continuation of an Event of Default, and without notice to or assent by
       Debtor, to do the following:

       13.1   to receive payment of, endorse, and receipt for, any and all
              monies, claims and other amounts due and to become due at any time
              in respect of or arising out of the Collateral;

       13.2   to commence and prosecute any suits, actions or proceeding at law
              or in equity in any court of competent jurisdiction to collect any
              of the Collateral and to enforce any other right in respect of the
              Collateral;

       13.3   to settle, compromise or adjust any suit, action or proceeding
              described above, and, in connection therewith, to give such
              discharges or releases as Collateral Agent may deem appropriate;
              and

       13.4   generally to sell, transfer, pledge, make any agreement with
              respect to or otherwise deal with any of the Collateral as fully
              and completely as though Collateral Agent were the absolute owner
              thereof for all purposes, and to do, at Collateral Agent's option,
              at any time, or from time to time, all acts and things which
              Collateral Agent deems necessary to protect or preserve the
              Collateral and Collateral Agent's security interest and rights
              therein in order to effect the intent of this Security Agreement,
              all as fully and effectively as Debtor might do.


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       13.5   Debtor hereby ratifies all that such attorneys will lawfully do or
              cause to be done by virtue hereof. This power of attorney is a
              power coupled with an interest, will be irrevocable and will
              terminate only upon payment in full of the Obligations and the
              termination of this Security Agreement. The powers conferred upon
              Collateral Agent hereunder are solely to protect Collateral
              Agent's interests in the Collateral and will not impose any duty
              upon it to exercise any such powers. Collateral Agent will have no
              obligation to preserve any rights of any third parties in the
              Collateral. Collateral Agent will be accountable only for amounts
              that it actually receives as a result of the exercise of such
              powers, and neither it nor any of its officers, directors,
              employees or Collateral Agents will be responsible to Debtor for
              any action taken or omitted to be taken in good faith or in
              reliance on the advice of counsel except for its own gross
              negligence or willful misconduct.

14.    GENERAL.
       -------

       14.1   WAIVER. No delay or omission on the part of Collateral Agent or
              any Secured Party to exercise any right or power arising from any
              Event of Default will impair any such right or power or be
              considered a waiver of any such right or power or a waiver of any
              such Event of Default or in an acquiescence therein nor will the
              action or non-action of Collateral Agent or any Secured Party in
              case of such Event of Default impair any right or power arising as
              a result thereof or affect any subsequent default or any other
              default of the same or a different nature.

       14.2   NOTICES. All notices, demands, requests, consents or approvals
              required hereunder will be in writing and will be conclusively
              deemed to have been received by a party hereto and to be effective
              on the day on which delivered personally to such party or sent by
              telex, telecopy (followed by written confirmation) or other
              telegraphic means, or by overnight courier service, or by
              certified or registered mail, return receipt requested, postage
              prepaid, addressed to such party at the address set forth below or
              to such other address as any party may give to the other in
              writing for such purpose:

              To Collateral Agent:  KeyBank National Association
                                    525 Vine Street
                                    Cincinnati,  Ohio 45202
                                    Attn:  Louis A. Fender
                                    Telecopier No.: 513-762-8222


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              To Debtor:        Corplex, Inc.
                                O'Gara Security International, Inc.
                                O'Gara Satellite Networks, Inc.
                                Kroll Environmental Enterprises, Inc.
                                Kroll Information Services, Inc.
                                Kroll Associates International Holdings, Inc.
                                Kroll Background America, Inc.
                                Kroll Lindquist Avey, Inc.
                                Inphoto Surveillance, Inc.
                                Kroll Schiff & Associates, Inc.
                                Kroll Laboratory Specialists, Inc.
                                Kroll-O'Gara Crisis Management Group, Inc.
                                ITI Limited Partnership
                                International Training, Incorporated and
                                Kroll Buchler Phillips, Ltd.
                                c/o The Kroll-O'Gara Company
                                9113 LeSaint Drive
                                Fairfield, Ohio  45014
                                Attention: General Counsel
                                Telecopier No.: 513-874-1262

              And:              The Kroll-O'Gara Company
                                900 3rd Avenue
                                New York, New York 10022
                                Attn:  Chief Financial Officer
                                Telecopier:  212-750-5628


              All such communications, if personally delivered, will be
              conclusively deemed to have been received by a party hereto and to
              be effective when so delivered, or if sent by telex, telecopy or
              telegraphic means, on the day on which transmitted, or if sent by
              overnight courier service, on the day after deposit thereof with
              such service, or if sent by certified or registered mail, on the
              third business day after the day on which deposited in the mail.

       14.3   SUCCESSORS AND ASSIGNS. This Security Agreement will be binding
              upon and inure to the benefit of Debtor and Collateral Agent, for
              the benefit of Secured Parties, and their respective successors
              and assigns; provided, however, that Debtor may not assign this
              Security Agreement in whole or in part without the prior written
              consent of Collateral Agent, for the benefit of Secured Parties,
              and Collateral Agent at any time may assign this Security
              Agreement in whole or in part. All references herein to the
              "Debtor" and "Collateral Agent" will be deemed to apply to Debtor
              and Collateral Agent and their respective heirs, administrators,
              successors and assigns.


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<PAGE>   9


       14.4   MODIFICATIONS. No modification or waiver of any provision of this
              Security Agreement nor consent to any departure by Debtor
              therefrom, will be established by conduct, custom or course of
              dealing; and no modification, waiver or consent will in any event
              be effective unless the same is in writing and specifically refers
              to this Security Agreement, and then such waiver or consent will
              be effective only in the specific instance and for the purpose for
              which given. No notice to or demand on Debtor in any case will
              entitle Debtor to any other or further notice or demand in the
              same, similar or other circumstance.

       14.5   SUBJECT TO COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT. Any and
              all rights granted to the Collateral Agent under this Security
              Agreement are to be held and exercised by the Collateral Agent
              pursuant to the terms of the Collateral Agency and Intercreditor
              Agreement. Any and all obligations hereunder of the parties to
              this Security Agreement, and the rights granted to the Collateral
              Agent hereunder, are created and granted subject to the terms of
              the Collateral Agency and Intercreditor Agreement.

       14.6   DEFINITIONS. Debtor acknowledges and agrees that, with respect to
              any term used herein that is defined in either (i) Article 9 of
              the Uniform Commercial Code as in force in the jurisdiction in
              which this financing statement was signed by Debtor at the time
              that it was signed, or (ii) Article 9 as in force at any relevant
              time in the jurisdiction in which this financing statement is
              filed, such term will be given the meaning under the more
              encompassing of the two definitions with respect to each item of
              property.

       14.7   APPRAISAL. From time to time, but in any event no more often than
              once each calendar year, Collateral Agent may require a
              reappraisal of the market value of Equipment and/or Inventory
              comprising Collateral, which appraisal will be paid for by Debtor.
              Such appraisal will be in form and content satisfactory to
              Collateral Agent and be performed by an independent, certified
              appraiser selected by Collateral Agent.

       14.8   JOINT AND SEVERAL OBLIGATIONS. If this Security Agreement is
              executed by more than one person or entity as the "Debtor," the
              obligations of such persons or entities hereunder will be joint
              and several. Unless otherwise specified herein, any reference to
              "Debtor" will mean each such person or entity executing this
              Security Agreement individually and all of such persons or
              entities collectively.

       14.9   ILLEGALITY. If fulfillment of any provision hereof or any
              transaction related hereto or of any provision of this Security
              Agreement, at the time performance of such provision is due,
              involves transcending the limit of validity prescribed by law,
              then ipso facto, the obligation to be fulfilled will be reduced to
              the limit of such validity; and if any clause or provisions herein
              contained other than the provisions hereof pertaining to repayment
              of the Obligations operates or would prospectively operate to
              invalidate this Security Agreement in whole or in part, then such
              clause or provision only will be void, as though not herein
              contained, and the remainder of this Security Agreement will
              remain operative and in full force and effect.


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       14.10  CONTINUING AGREEMENT. This is a continuing Security Agreement and
              will continue in effect even though all or any part of the
              Obligations have been paid in full and even though for a period of
              time Debtor may not be indebted to Collateral Agent.

       14.11  GENDER, ETC. Whenever used herein, the singular number will
              include the plural, the plural the singular and the use of the
              masculine, feminine or neuter gender will include all genders.

       14.12  HEADINGS. The headings in this Security Agreement are for
              convenience only and will not limit or otherwise affect any of the
              terms hereof.

       14.13  LIABILITY OF COLLATERAL AGENT AND SECURED PARTIES. Debtor hereby
              agrees that neither Collateral Agent nor any Secured Party will be
              chargeable for any negligence, mistake, act or omission of any
              employee, accountant, examiner, Collateral Agent or attorney
              employed by Collateral Agent or Secured Party (except for their
              willful misconduct and gross negligence) in making examinations,
              investigations or collections, or otherwise in perfecting,
              maintaining, protecting or realizing upon any lien or security
              interest or any other interest in the Collateral or other security
              for the Obligations.

       14.14  COLLATERAL AGENT RELATIONSHIP. Debtor acknowledges that the
              relationship between the Collateral Agent and any Noteholder with
              respect to any negligence, mistake, act or omission of any
              employee, accountant, or examiner of Collateral Agent or attorney
              employed by Collateral Agent (except for their willful misconduct)
              in making examinations, investigations or collections, or
              otherwise in perfecting, maintaining, protecting or realizing upon
              any lien or security interest or any other interest in the
              Collateral or other security for the Obligations will be set forth
              in the Collateral Agency and Intercreditor Agreement.

       14.15  GOVERNING LAW AND JURISDICTION; NO JURY TRIAL. THIS SECURITY
              AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF
              THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
              STATE OF OHIO, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

       14.16  DEBTOR HEREBY IRREVOCABLY AGREES AND SUBMITS TO THE EXCLUSIVE
              JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN HAMILTON
              COUNTY, OHIO, OR, AT THE OPTION OF COLLATERAL AGENT IN ITS SOLE
              DISCRETION, OF ANY STATE OR FEDERAL COURT(S) LOCATED WITHIN ANY
              OTHER COUNTY, STATE OR JURISDICTION IN WHICH COLLATERAL AGENT AT
              ANY TIME OR FROM TIME TO TIME CHOOSES IN ITS SOLE DISCRETION TO
              BRING AN ACTION OR OTHERWISE EXERCISE A RIGHT OR REMEDY, AND
              DEBTOR WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY
              OBJECTION TO VENUE OF ANY SUCH ACTION OR PROCEEDING. DEBTOR HEREBY
              IRREVOCABLY CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY
              CERTIFIED MAIL DIRECTED TO DEBTOR AT ITS ADDRESS SET FORTH HEREIN
              FOR NOTICES AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED THE
              EARLIER OF DEBTOR'S ACTUAL RECEIPT THEREOF OR FIVE (5) BUSINESS
              DAYS AFTER THE SAME HAS BEEN


                                      -10-
<PAGE>   11

              DEPOSITED IN U.S. MAILS, POSTAGE PREPAID. NOTHING CONTAINED HEREIN
              WILL PREVENT COLLATERAL AGENT FROM SERVING PROCESS IN ANY OTHER
              MANNER PERMITTED BY LAW.

       14.17  DEBTOR AND COLLATERAL AGENT EACH WAIVE ANY RIGHT TO TRIAL BY JURY
              IN ANY ACTION OR PROCEEDING RELATING TO THIS SECURITY AGREEMENT,
              ANY DOCUMENTS EVIDENCING ANY OF THE OBLIGATIONS, OR ANY
              TRANSACTION CONTEMPLATED IN ANY OF SUCH AGREEMENTS.



         (REMAINDER OF PAGE INTENTIONALLY BLANK, SIGNATURE PAGE FOLLOWS)



                                      -11-

<PAGE>   12



       Signed at Cincinnati, Ohio on March 30, 2001.


                                       Debtor:

                                       CORPLEX, INC.


                                       By:
                                          --------------------------------------
                                             Abram Gordon

                                       Title:
                                             -----------------------------------
                                       Date:  March 30, 2001



                                       O'GARA SECURITY INTERNATIONAL, INC.


                                       By:
                                          --------------------------------------
                                             Abram Gordon

                                       Title:
                                             -----------------------------------
                                       Date:  March 30, 2001



                                       O'GARA SATELLITE NETWORKS, INC.


                                       By:
                                          --------------------------------------
                                             Abram Gordon

                                       Title:
                                             -----------------------------------
                                       Date:  March 30, 2001



                                       KROLL ENVIRONMENTAL ENTERPRISES, INC.


                                       By:
                                          --------------------------------------
                                             Abram Gordon

                                       Title:
                                             -----------------------------------
                                       Date:  March 30, 2001



                                       KROLL INFORMATION SERVICES, INC.


                                       By:
                                          --------------------------------------
                                             Abram Gordon

                                       Title:
                                             -----------------------------------
                                       Date:  March 30, 2001


                                      -12-
<PAGE>   13



                                       KROLL ASSOCIATES INTERNATIONAL
                                       HOLDINGS, INC.


                                       By:
                                          --------------------------------------
                                             Abram Gordon

                                       Title:
                                             -----------------------------------
                                       Date:  March 30, 2001



                                       KROLL BACKGROUND AMERICA, INC.


                                       By:
                                          --------------------------------------
                                             Abram Gordon

                                       Title:
                                             -----------------------------------
                                       Date:  March 30, 2001



                                       KROLL LINDQUIST AVEY, INC.


                                       By:
                                          --------------------------------------
                                             Abram Gordon

                                       Title:
                                             -----------------------------------
                                       Date:  March 30, 2001



                                       INPHOTO SURVEILLANCE, INC.


                                       By:
                                          --------------------------------------
                                             Abram Gordon

                                       Title:
                                             -----------------------------------
                                       Date:  March 30, 2001



                                       KROLL SCHIFF & ASSOCIATES, INC.


                                       By:
                                          --------------------------------------
                                             Abram Gordon

                                       Title:
                                             -----------------------------------
                                       Date:  March 30, 2001


                                      -13-
<PAGE>   14



                                       KROLL LABORATORY SPECIALISTS, INC.


                                       By:
                                          --------------------------------------
                                             Abram Gordon

                                       Title:
                                             -----------------------------------
                                       Date:  March 30, 2001



                                       KROLL-O'GARA CRISIS
                                       MANAGEMENT GROUP, INC.


                                       By:
                                          --------------------------------------
                                             Abram Gordon

                                       Title:
                                             -----------------------------------
                                       Date:  March 30, 2001



                                       ITI LIMITED PARTNERSHIP


                                       By:
                                          --------------------------------------
                                             Abram Gordon

                                       Title:
                                             -----------------------------------
                                       Date:  March 30, 2001



                                       INTERNATIONAL TRAINING, INCORPORATED


                                       By:
                                          --------------------------------------
                                             Abram Gordon

                                       Title:
                                             -----------------------------------
                                       Date:  March 30, 2001



                                       KROLL BUCHLER PHILLIPS, LTD.


                                       By:
                                          --------------------------------------
                                             Abram Gordon

                                       Title:
                                             -----------------------------------
                                       Date:  March 30, 2001


                                      -14-