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                                                                     Exhibit 4.4

                   WAIVER, DIRECTION AND AMENDMENT NUMBER ONE

                                       RE:
                            THE KROLL-O'GARA COMPANY
           $35,000,000 SENIOR NOTES DUE MAY 31, 2003 ISSUED UNDER THE
    AMENDED AND RESTATED NOTE PURCHASE AGREEMENT DATED AS OF MARCH 30, 2001

                                                      Dated as of April 20, 2001


THE KROLL-O'GARA COMPANY
9113 LeSaint Drive
Fairfield, Ohio  45014

To the Persons named on ANNEX 1 hereto

Ladies and Gentlemen:

         Reference is made to the Senior Notes due May 31, 2003 (the "NOTES") of
The Kroll O'Gara Company, an Ohio corporation (together with its successors and
assigns, the "COMPANY"), in the aggregate principal amount of $35,000,000
outstanding under separate Amended and Restated Note Purchase Agreements, each
dated as of March 30, 2001 (collectively, the "NOTE AGREEMENT"), between the
Company and each of the parties listed on ANNEX 1 hereto (collectively, together
with their respective successors and assigns, the "NOTEHOLDERS"). All terms not
otherwise defined herein are used with the same meaning as set forth in the Note
Agreement. Pursuant to a Stock Purchase Agreement (the "STOCK PURCHASE
AGREEMENT") in the form attached hereto as ANNEX 2, the Company intends to
consummate a transaction (the "STOCK SALE") whereby the Company will sell, and
Bengal Acquisition Corp. will purchase the Securities (as described in the Stock
Purchase Agreement). The Company hereby requests that the Noteholders waive
certain rights under the Note Agreement and instruct the Collateral Agent to
release certain collateral, all as more particularly set forth herein.

         1. WAIVER AND DIRECTION. Subject to the terms and conditions set forth
in Section 3 hereof,, and based upon information furnished by the Company to the
Noteholders, each of the undersigned Noteholders hereby (a) agrees to waive its
rights to take any action under the Note Agreement as a result of any Event of
Default resulting from the Company's failure to comply with Section 8.19 of the
Note Agreement due solely to the Stock Sale and (b) instructs the Collateral
Agent to release its Lien of the assets and stock of the corporations whose
stock is the subject of the Stock Sale contemporaneously with the closing of the
Stock Sale.

         2. AMENDMENT TO INTEREST RATE.

                  (a) Effective April 20, 2001 the term "Note Interest Rate" in
         the Note Agreement is hereby amended to read in full as follows:



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                  "NOTE INTEREST RATE - means, as of any date of determination,
         a rate per annum equal to (a) if such date is prior to April 12, 2001,
         8.56%, (b) if such date is on or after April 12, 2001 and prior to
         April 20, 2001, the greater of (i) 8.56% or (ii) the Floating Rate as
         of such date and (c) if such date is on or after April 20, 2001, the
         greater of (i) 8.56% or (ii) the lesser of (A) the highest interest
         rate allowed by applicable law on the Notes and (B) the Floating Rate
         PLUS the Applicable Adjustment Margin as of such date."

                  (b) Effective April 20, 2001 Schedule B to the Note Agreement
         is hereby amended by adding the following definition in appropriate
         alphabetical order:

                  "APPLICABLE ADJUSTMENT MARGIN - means, as of any date of
         determination, an amount equal to the product of (a) one-half of one
         percent (0.50%) TIMES (b) the number of complete 30 consecutive day
         periods which shall have expired since April 20, 2001 as of such date
         of determination."

         3. EFFECTIVENESS OF WAIVER AND DIRECTION; EFFECT UPON OTHER PROVISIONS
OF THE NOTE AGREEMENT AND THE NOTES.

                  (a) The waiver and direction set forth in Section 1 above is
         subject to satisfaction of each of the following conditions:

                           (i) the full execution and the delivery of this
                  letter agreement by the Company and each of the Noteholders;

                           (ii) contemporaneously with the closing of the Stock
                  Sale, the Company shall prepay, pursuant to Section 6.2 of the
                  Note Agreement, Notes in aggregate principal amount of not
                  less than the greater of (A) $15,123,500 and (B) an amount
                  equal to 43.21% of (1) the cash portion of the purchase price
                  actually received at the closing by the Seller (as defined in
                  the Stock Purchase Agreement) under the Stock Purchase
                  Agreement minus (2) $3,000,000;

                           (iii) the execution, delivery and effectiveness of an
                  agreement, signed by KeyBank National Association (the
                  "BANK"), party to the Bank Loan Agreement, in form and
                  substance satisfactory to each of the Noteholders containing
                  (A) a waiver on behalf of the Bank, identical in substance to
                  the waiver set forth in Section 1 hereof, with respect to
                  Section 7.13 of the Bank Loan Agreement and (B) a direction to
                  the Collateral Agent identical in substance to the direction
                  set forth in Section 1 hereof;

                           (iv) the warranties and representations contained in
                  Section 4 hereof being true on and as of the date hereof;

                           (v) any and all shares of capital stock of Armor
                  Holdings, Inc. ("AHI") or any other Person received by the
                  Company or any of its Affiliates in connection with the Stock
                  Sale shall have been pledged to the Collateral Agent pursuant
                  to a pledge agreement in form and substance reasonably
                  satisfactory to


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                  the Noteholders and the Bank and such shares will be released
                  by the Collateral Agent upon sales by the Company pursuant to
                  the terms of the Stock Purchase and payment of the proceeds of
                  such sales as provided in Section 3(b)(i)(A) below; and

                           (vi) the closing of the Stock Sale shall have been
                  completed on or before the Termination Date (as such term is
                  defined in the Stock Purchase Agreement).

                  (b) The Company agrees that the waiver set forth in
         Section 1(a) shall remain in effect if and so long as the Company

                           (i) prepays, pursuant to the provisions of Section
                  6.2 of the Note Agreement, the following principal amounts of
                  Notes:

                                    (A) upon receipt by the Company of any
                  proceeds from the sale of shares of capital stock of AHI or
                  payments made by AHI as Tranche One Deficit or Tranche One
                  Excess amounts pursuant to the provisions of Section 3 of
                  Schedule 2.6 of the Stock Purchase Agreement, in each case
                  received as consideration by it in connection with the Stock
                  Sale, a principal amount of Notes equal to 43.21% of such
                  proceeds or amounts as the case may be, and

                                    (B) within sixty (60) days of the closing of
                  the Stock Sale, a principal amount of Notes equal to the
                  difference (if a positive number) between (1) $6,481,500 and
                  (2) an amount equal to 43.21% of the aggregate proceeds
                  received by the Company from each sale of one or more shares
                  of such capital stock of AHI within the sixty (60) day period
                  immediately following the closing of the Stock Sale and paid
                  by the Company pursuant to clause (A) above;

                           (ii) On or before sixty (60) days immediately
                  following the closing of the Stock Sale the Company pays in
                  full the entire outstanding principal amount of the Notes
                  together with interest thereon.

                  (c) It is further agreed and understood that (i) the amounts
         contemplated to be so paid shall be considered due and payable on each
         of such dates and (ii) the failure of the Company to pay the amounts
         due on the Notes as provided in clause (b) above shall constitute an
         immediate Event of Default.

                  (d) The execution, delivery and effectiveness of this letter
         agreement shall not be deemed, except as expressly provided herein, (i)
         to operate as a waiver of any right, power or remedy of the Noteholders
         under the Note Agreement or the Notes, nor constitute a waiver of any
         provision thereunder, or (ii) to prejudice any rights which any
         Noteholder now has or may have in the future under or in connection
         with the Note Agreement, the Notes or any other documents referred to
         therein. Except as specifically set forth above, all terms and
         conditions of the Note Agreement shall remain unchanged and in full
         force and effect.



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         4. WARRANTIES AND REPRESENTATIONS. To induce you to enter into this
letter agreement, the Company warrants and represents, as of the date hereof, as
follows:

                  (a) No Default or Event of Default has occurred or is
         continuing (other than the Event of Default which will be waived by the
         execution, delivery and effectiveness of this letter agreement and the
         agreements described in Section 3 hereof), nor does any event or
         condition exist that, upon the execution, delivery and effectiveness of
         this letter agreement, would constitute a Default or an Event of
         Default;

                  (b) Except for an amendment to the interest rate in the Bank
         Loan Agreement which is the same as the amendment set forth in Section
         2 above, the Bank will not receive, directly or indirectly, any fee,
         interest rate adjustment or other remuneration for the waiver or
         direction under the agreement described in Section 3(a)(iii) hereof;
         and

                  (c) The assets of the corporations whose stock is the subject
         of the Stock Purchase Agreement are the assets (other than the Excluded
         Assets) of the Company's Security Products and Services Group described
         in the Company's Preliminary Proxy Statement filed September 19, 2000
         with the Securities and Exchange Commission. Excluded Assets means the
         assets and capital stock of Securify, Inc., O'Gara Laura Automotive
         Group, O'Gara Security Systems, O'Gara-Hess & Eisenhardt CIS and
         certain other entities which have no assets or business operations.

         5. PAYMENT OF FEES AND EXPENSES. In accordance with Section 13.1 of the
Note Agreement, the Company shall pay or, if paid by the Noteholders, reimburse
the Noteholders for, all out-of-pocket fees, costs and expenses paid or incurred
by any Noteholder in connection with the negotiation, preparation, drafting,
implementation, actual or proposed amendment or modification, administration and
enforcement of this letter agreement, the Note Agreement and the Notes.

         6. COUNTERPARTS. This letter agreement and all acceptances hereof may
be executed simultaneously in any number of counterparts, each of which shall be
deemed an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument.



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                                          Very truly yours,

                                          THE KROLL-O'GARA COMPANY

                                          By:
                                              ----------------------------
                                          Name:
                                          Title:

ACCEPTED AND AGREED:
--------------------

CONNECTICUT GENERAL LIFE INSURANCE COMPANY
BY:      CIGNA INVESTMENTS, INC. (AUTHORIZED AGENT)

         By:
             ------------------------------
         Name:
         Title:

LIFE INSURANCE COMPANY OF NORTH AMERICA
BY:      CIGNA INVESTMENTS, INC. (AUTHORIZED AGENT)

         By:
             -------------------------------
         Name:
         Title:

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By:
    ---------------------------------
Name:
Title:



         [Signature Page to Waiver, Direction and Amendment Number One]


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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
BY:      DAVID L. BABSON & COMPANY INC.
         ITS INVESTMENT ADVISER


By:
   --------------------------------
Name:
Title:

THE TRAVELERS INSURANCE COMPANY


By:
    -------------------------------
Name:
Title:

THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA


By:
    -------------------------------
Name:
Title:



         [Signature Page to Waiver, Direction and Amendment Number One]

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                                     ANNEX 1

                                   NOTEHOLDERS
                                   -----------


Connecticut General Life Insurance Company
c/o CIGNA Investments, Inc.
900 Cottage Grove Road
Hartford, Connecticut 06152-2307


Life Insurance Company of North America
c/o CIGNA Investments, Inc.
900 Cottage Grove Road
Hartford, Connecticut 06152-2307


Lincoln Life & Annuity Company of New York
c/o Delaware Lincoln Investment Advisers
200 East Berry Street
Fort Wayne, IN  46802-2706
Attn: Private Placements


Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attn:  Securities Investment Division


The Travelers Insurance Company
One Tower Square, 9PB
Hartford, CT 06183-2030
Attn: Investment Group-Private Placement 9PB


The Guardian Life Insurance Company of America
7 Hanover Square
New York, NY 10004-2616
Attn: Thomas M. Donohue
Investment Department 20-D


                                   Annex 1-1

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                                     ANNEX 2

                            STOCK PURCHASE AGREEMENT
                            ------------------------








                                   Annex 2-1