<PAGE>   1
                                                                   Exhibit 10.15

                               SECURITY AGREEMENT

         THE KROLL-O'GARA COMPANY, O'GARA - HESS & EISENHARDT ARMORING COMPANY,
KROLL HOLDINGS, INC. AND KROLL ASSOCIATES, INC. (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, 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;



<PAGE>   2

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 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


                                      -2-
<PAGE>   3

         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 Documents 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).

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



                                      -3-
<PAGE>   4

         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 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.



                                      -4-
<PAGE>   5

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.

         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 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.



                                      -5-
<PAGE>   6

         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 the
         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.

         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.



                                      -6-
<PAGE>   7

     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

                  To Debtor:                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

                                      -7-
<PAGE>   8
                  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.

         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,


                                      -8-
<PAGE>   9

                  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.

         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) 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 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 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



                                      -9-
<PAGE>   10

                  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 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)


<PAGE>   11



Signed at Cincinnati, Ohio on March 30, 2001.

                                        Debtor:

                                        THE KROLL-O'GARA COMPANY

                                        By: ____________________________________
                                            Abram S. Gordon
                                            Vice President
                                        Date:  March 30, 2001

                                        O'GARA-HESS & EISENHARDT
                                        ARMORING COMPANY

                                        By: ____________________________________
                                            Abram S. Gordon
                                            Vice President
                                        Date:  March 30, 2001

                                        KROLL HOLDINGS, INC.

                                        By: ____________________________________
                                            Abram S. Gordon
                                            Vice President
                                        Date:  March 30, 2001

                                        KROLL ASSOCIATES, INC.

                                        By: ____________________________________
                                            Abram S. Gordon
                                            Vice President
                                        Date:  March 30, 2001


                                        Collateral Agent:

                                        KEYBANK NATIONAL ASSOCIATION,
                                        in its capacity as Collateral Agent


                                        By: ____________________________________
                                            Louis A. Fender
                                            Senior Vice President


                                      -11-