<PAGE>   1
                                                                   Exhibit 10.18



                             STOCK PLEDGE AGREEMENT

       THIS STOCK PLEDGE AGREEMENT (the "Agreement"), dated as of March 30,
2001, is made and entered into by and among THE KROLL-O'GARA COMPANY, an Ohio
corporation (the "Borrower") and 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 amount 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.

       WHEREAS, pursuant to the Collateral Agency and Intercreditor Agreement,
certain of the Secured Parties have provided loans and other credit to the
Borrower; and

       WHEREAS, as part of the security for such loans and credit, and as
required by the Collateral Agency and Intercreditor Agreement, Borrower has
agreed to pledge to the Collateral Agent certain of the issued and outstanding
capital stock, and all income, interest, dividends, and distributions thereon,
replacements and substitutions therefor, and the proceeds thereof, in the
following subsidiaries of Borrower: O'GARA-HESS & EISENHARDT ARMORING COMPANY,
O'GARA SATELLITE NETWORKS, INC., O'GARA SATELLITE NETWORKS LIMITED (IRISH),
O'GARA SATELLITE NETWORKS LIMITED (UK), NEXT DESTINATION LIMITED, O'GARA
SECURITY ASSOCIATES, INC., THE O'GARA COMPANY FSC, INC., KROLL HOLDINGS, INC.,
L.A.M.B. ACQUISITION, INC., L.A.M.B. ACQUISITION II, INC., INPHOTO SURVEILLANCE,
INC., LABORATORY SPECIALISTS OF AMERICA, INC., KROLL SCHIFF & ASSOCIATES, INC.,
SECURIFY, INC., FINANCIAL RESEARCH, INC., KROLL-O'GARA UK LIMITED AND KROLL
BACKGROUND AMERICA, INC. (individually, "Subsidiary" and collectively,
"Subsidiaries"); and

       WHEREAS, Borrower owns the outstanding capital stock of the Subsidiaries
as set forth on SCHEDULE A hereto.

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

1.     DEFINED TERMS.

       1.1    Except as otherwise expressly provided herein, capitalized terms
              used in this Agreement shall have the respective meanings assigned
              to them 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. Where applicable and except
              as otherwise expressly provided herein, terms used herein (whether
              or not capitalized) shall have the respective meanings assigned to
              them in the Uniform Commercial Code as enacted in each applicable
              jurisdiction and as may be amended from time to time (the "Code").


                                       14
<PAGE>   2


       1.2    In this Agreement, "Pledged Collateral" means and includes the
              following: (i) the securities listed on SCHEDULE A attached hereto
              and made a part hereof, and all rights and privileges pertaining
              thereto, including, without limitation, all securities and
              additional securities receivable in respect of or in exchange for
              such securities, all rights to subscribe for securities incident
              to or arising from ownership of such securities, all cash,
              interest, stock and other dividends or distributions paid or
              payable on such securities, and all books and records pertaining
              to the foregoing, including, without limitation, all stock record
              and transfer books, (ii) any and all other securities hereafter
              pledged by Borrower to the Collateral Agent, for the benefit of
              the Secured Parties, to secure the Secured Obligations (as
              hereinafter defined) of the Borrower, and all rights and
              privileges pertaining thereto, including, without limitation, all
              securities and additional securities receivable in respect of or
              in exchange for such securities, all rights to subscribe for
              securities incident to or arising from ownership of such
              securities, all cash, interest, stock and other dividends or
              distributions paid or payable on such securities, and all books
              and records pertaining to the foregoing, and (iii) whatever is
              received when any of the foregoing is sold, exchanged or otherwise
              disposed of, including any proceeds as such term is defined in the
              Code.

2.     GRANT OF SECURITY INTERESTS.
       ---------------------------

       2.1    Borrower, to secure on a first priority basis the payment and
              performance of all Obligations, hereby grants to the Collateral
              Agent, for the benefit of the Secured Parties, a first priority
              security interest in all of the Borrower's now existing and
              hereafter acquired and/or arising right, title and interest in, to
              and under the Pledged Collateral owned by Borrower, whether now or
              hereafter existing and wherever located.

       2.2    Upon the execution and delivery of this Agreement, Borrower has
              delivered to and deposited with the Collateral Agent in pledge,
              stock certificates and any other instruments evidencing the
              Pledged Collateral, together with undated stock powers signed in
              blank by Borrower.

3.     FURTHER ASSURANCES. Prior to or concurrently with the execution of this
       Agreement, and thereafter at any time and from time to time upon
       reasonable request of the Collateral Agent, Borrower shall execute and
       deliver to the Collateral Agent, for the benefit of the Secured Parties,
       all financing statements, continuation financing statements, termination
       statements, assignments, certificates and documents of title, affidavits,
       reports, notices, schedules of account, letters of authority, further
       pledges, powers of attorney and all other documents (collectively, the
       "Security Documents") which the Collateral Agent may reasonably request,
       in form reasonably satisfactory to the Collateral Agent, and take such
       other action which the Collateral Agent may request, to perfect and
       continue perfected and to create and maintain the first priority status
       of the Collateral Agent's security interest in (subject only to Permitted
       Liens) the Pledged Collateral and to fully consummate the transactions
       contemplated under the Collateral Agency and Intercreditor Agreement, the
       other Credit Documents and this Agreement. Borrower hereby irrevocably
       makes, constitutes and appoints the Collateral Agent (and any of the


                                      -2-
<PAGE>   3


       Collateral Agent's officers or employees or agents designated by the
       Collateral Agent) as Borrower's true and lawful attorney with power to
       sign the name of Borrower on all or any of the Security Documents which
       the Collateral Agent determines must be executed, filed, recorded or sent
       in order to perfect or continue perfected the Collateral Agent's security
       interest in the Pledged Collateral. Such power, being coupled with an
       interest, is irrevocable until all of the Secured Obligations have been
       indefeasibly paid in full.

4.     REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants
       to the Collateral Agent, for the benefit of the Secured Parties, as
       follows:

       4.1    Borrower has, and will continue to have (or, in the case of
              after-acquired Pledged Collateral, at the time Borrower acquires
              rights in such Pledged Collateral, will have), title to the
              Pledged Collateral, free and clear of all liens other than the
              liens permitted by the other Credit Documents (herein referred to
              as the "Permitted Liens").

       4.2    The shares of capital stock constituting the Pledged Collateral
              have been duly authorized and validly issued to Borrower (as set
              forth on SCHEDULE A hereto), are fully paid and nonassessable and,
              except as may be set forth on SCHEDULE A hereto, together
              constitute all of the issued and outstanding capital stock of the
              Subsidiaries.

       4.3    Except for the Permitted Liens and except with respect to any of
              the subsidiaries which are organized under the laws of a foreign
              country, the security interests in the Pledged Collateral granted
              hereunder are valid, perfected and of first priority.

       4.4    Except with respect to any of the subsidiaries which are organized
              under the laws of a foreign country, there are no restrictions
              upon the transfer of the Pledged Collateral, and Borrower has the
              power and authority and right to transfer the Pledged Collateral
              owned by Borrower free of any encumbrances and without obtaining
              the consent of any Person.

       4.5    Except with respect to any of the subsidiaries which are organized
              under the laws of a foreign country, Borrower has all necessary
              power to execute, deliver and perform this Agreement.

       4.6    Except as disclosed in the Disclosure Schedule to the Second
              Amended and Restated Loan Agreement with Bank, there are no
              actions, suits, or proceedings pending or, to Borrower's best
              knowledge after due inquiry, threatened against or affecting
              Borrower with respect to the Pledged Collateral, at law or in
              equity or before or by any Governmental Authority (as defined in
              the Credit Documents), and Borrower is not in default with respect
              to any judgment, writ, injunction, decree, rule or regulation
              which could adversely affect Borrower's performance hereunder.

       4.7    Except with respect to any of the subsidiaries which are organized
              under the laws of a foreign country, this Agreement has been duly
              executed and delivered and constitutes the valid and legally
              binding obligation of Borrower, enforceable in



                                      -3-
<PAGE>   4


              accordance with its terms, except to the extent that
              enforceability of this Agreement may be limited by applicable
              bankruptcy, insolvency, reorganization, moratorium or other
              similar laws affecting the enforceability of creditors' rights
              generally or limiting the right of specific performance.

       4.8    Except with respect to any of the subsidiaries which are organized
              under the laws of a foreign country, neither the execution and
              delivery by Borrower of this Agreement, nor the compliance with
              the terms and provisions hereof, will violate any provision of any
              law or conflict with or result in a breach of any of the terms,
              conditions or provisions of any judgment, order, injunction,
              decree or ruling of any Governmental Authority to which Borrower
              is subject or any provision of any agreement, understanding or
              arrangement to which Borrower is a party or by which Borrower is
              bound.

5.     GENERAL COVENANTS. In addition to any covenants and agreements of
       Borrower set forth in the other Credit Documents, which are incorporated
       herein by this reference, Borrower hereby covenants and agrees as
       follows:

       5.1    Borrower shall do all reasonable acts that may be necessary and
              appropriate to maintain, preserve and protect the Pledged
              Collateral; Borrower shall be responsible for the risk of loss of,
              damage to, or destruction of the Pledged Collateral owned by
              Borrower, unless such loss is the result of the gross negligence
              or willful misconduct of the Collateral Agent.

       5.2    Borrower shall appear in and defend any action or proceeding of
              which Borrower is aware which could reasonably be expected to
              affect Borrower's title to, or the Collateral Agent's interest in,
              the Pledged Collateral owned by Borrower and the proceeds thereof;
              PROVIDED, HOWEVER, that Borrower may settle such actions or
              proceedings with respect to the Pledged Collateral Borrower owns
              with the consent of the Collateral Agent, which consent shall not
              be unreasonably withheld or delayed.

       5.3    Borrower shall keep separate, accurate and complete records of the
              Pledged Collateral owned by Borrower, disclosing the Collateral
              Agent's security interest hereunder.

       5.4    Borrower shall comply with all laws applicable to the Pledged
              Collateral unless such noncompliance would not individually or in
              the aggregate materially impair the use or value of the Pledged
              Collateral or the Collateral Agent's rights hereunder.

       5.5    Borrower shall pay any and all taxes, duties, fees or imposts of
              any nature imposed by any state, federal or local authority on any
              of the Pledged Collateral, except to the extent contested in good
              faith by appropriate proceedings.

       5.6    Borrower shall permit the Collateral Agent, its officers,
              employees and agents at reasonable times to inspect all books and
              records related to the Pledged Collateral.


                                      -4-
<PAGE>   5


       5.7    To the extent, following the date hereof, Borrower acquires
              capital stock of any Subsidiary or any of the rights, property or
              securities described in the definition of Pledged Collateral with
              respect to such Subsidiary, such stock, rights, property or
              securities shall be, upon such acquisition, pledged to the
              Collateral Agent, for the benefit of the Secured Parties, and
              Borrower shall deliver an updated SCHEDULE A hereto to the
              Collateral Agent.

       5.8    Borrower shall not sell, assign, transfer or otherwise dispose of
              the Pledged Collateral.

6.     OTHER RIGHTS WITH RESPECT TO PLEDGED COLLATERAL. In addition to the other
       rights with respect to the Pledged Collateral granted to the Collateral
       Agent, for the benefit of the Secured Parties, hereunder, at any time and
       from time to time, after and during the continuation of an Event of
       Default, the Collateral Agent, at its option and at the expense of the
       Borrower, may (a) transfer into its own name, or into the name of its
       nominee, all or any part of the Pledged Collateral, thereafter receiving
       all dividends, income or other distributions upon the Pledged Collateral;
       (b) take control of and manage all or any of the Pledged Collateral; (c)
       apply to the payment of any of the Secured Obligations, whether any be
       due and payable or not, any moneys, including cash dividends and income
       from any Pledged Collateral, now or hereafter in the hands of the
       Collateral Agent or any Affiliate of the Collateral Agent, on deposit or
       otherwise, belonging to Borrower, as the Collateral Agent, in its sole
       discretion, shall determine; and (d) do anything which Borrower is
       required but fails to do hereunder.

7.     ADDITIONAL REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of any
       Event of Default and while such Event of Default shall be continuing, the
       Collateral Agent shall have, in addition to all rights and remedies of a
       secured party under the Code or other applicable law, and in addition to
       its rights under SECTION 6 above and under the other Credit Documents,
       the following rights and remedies:

       7.1    The Collateral Agent may, after thirty (30) days' advance notice
              to Borrower, sell, assign, give an option or options to purchase
              or otherwise dispose of the Pledged Collateral or any part thereof
              at public or private sale, at any of the Collateral Agent's
              offices or elsewhere, for cash, on credit or for future delivery,
              and upon such other terms as the Collateral Agent may deem
              commercially reasonable. Borrower agrees that thirty (30) days'
              advance notice of the time and place of any public sale or the
              time after which any private sale is to be made shall constitute
              reasonable notification. The Collateral Agent shall not be
              obligated to make any sale of Pledged Collateral regardless of
              notice of sale having been given. The Collateral Agent may adjourn
              any public or private sale from time to time by announcement at
              the time and place fixed therefor, and such sale may, without
              further notice, be made at the time and place to which it was so
              adjourned. Borrower recognizes that the Collateral Agent may be
              compelled to resort to one or more private sales of the Pledged
              Collateral to a restricted group of purchasers who will be obliged
              to agree, among other things, to acquire such securities for their
              own account for investment and not with a view to the distribution
              or resale thereof.


                                      -5-
<PAGE>   6


       7.2    The proceeds of any collection, sale or other disposition of the
              Pledged Collateral of Borrower, or any part thereof, shall, after
              the Collateral Agent has made all deductions of expenses,
              including but not limited to attorneys' fees and other expenses
              incurred in connection with repossession, collection, sale or
              disposition of such Pledged Collateral or in connection with the
              enforcement of the Collateral Agent's rights with respect to the
              Pledged Collateral in any insolvency, bankruptcy or reorganization
              proceedings, be applied against the Secured Obligations, whether
              or not all the same be then due and payable, as follows:

              7.2.1  first, to the Secured Obligations and to reimburse the
                     Collateral Agent for out-of-pocket costs, expenses and
                     disbursements, including without limitation reasonable
                     attorneys' fees and legal expenses, incurred by the
                     Collateral Agent in connection with realizing on the
                     Pledged Collateral or collection of any obligation of
                     Borrower under any of the Credit Documents, including
                     advances made subsequent to an Event of Default by the
                     Collateral Agent or any of the Secured Parties for the
                     reasonable maintenance, preservation, protection or
                     enforcement of, or realization upon, the Pledged
                     Collateral, including without limitation advances for
                     taxes, insurance, repairs, and the like, and reasonable
                     expenses incurred to sell or otherwise realize on, or
                     prepare for sale of or other realization on, any of the
                     Pledged Collateral, in such order as the Collateral Agent
                     may determine in its discretion; and

              7.2.2  the balance, if any, as required by law.

8.     COLLATERAL AGENT'S DUTIES. The powers conferred on the Collateral Agent
       hereunder are solely to protect its interest and the interests of the
       Secured Parties in the Pledged Collateral and shall not impose any duty
       upon it to exercise any such powers. Except for the safe custody of any
       Pledged Collateral in its possession and the accounting for moneys
       actually received by it hereunder and as otherwise provided in the
       Collateral Agency and Intercreditor Agreement, Collateral Agent shall
       have no duty as to any Pledged Collateral or as to the taking of any
       necessary steps to preserve rights against prior parties or any other
       rights pertaining to any Pledged Collateral.

9.     NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise, and no delay in
       exercising, on the part of the Collateral Agent, any right, power or
       privilege hereunder shall operate as a waiver of any such right, power or
       privilege; nor shall any single or partial exercise of any right, power
       or privilege hereunder preclude any further exercise of any such right,
       power or privilege or the exercise of any other right, power or
       privilege. The remedies herein provided are cumulative and not exclusive
       of any remedies provided under the other Credit Documents or by law.
       Borrower waives any right to require the Collateral Agent to proceed
       against any other Person or to exhaust any of the Pledged Collateral or
       other security for the Obligations or to pursue any remedy in the
       Collateral Agent's power.

10.    ASSIGNMENT. All rights of the Collateral Agent under this Agreement shall
       inure to the benefit of its successors and assigns. All obligations of
       Borrower shall bind its


                                      -6-
<PAGE>   7


       successors and assigns; provided, however, Borrower may not assign or
       transfer any of its rights and obligations hereunder or any interest
       herein.

11.    SUBJECT TO COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT. Any and all
       rights granted to the Collateral Agent under this 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 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.

12.    SEVERABILITY. Any provision of this Agreement which shall be held invalid
       or unenforceable shall be ineffective without invalidating the remaining
       provisions hereof.

13.    GOVERNING LAW. This Agreement shall be construed in accordance with and
       governed by the internal laws of the State of Ohio without regard to its
       conflicts of law principles, except to the extent the validity or
       perfection of the security interests or the remedies hereunder in respect
       of any Pledged Collateral are governed by the law of a jurisdiction other
       than the State of Ohio.

14.    NOTICES. All notices, requests, demands, directions and other
       communications (collectively, "notices") given to or made upon any party
       hereto under the provisions of this Agreement shall be by telephone or in
       writing (including telex or facsimile communication) unless otherwise
       expressly permitted hereunder and shall be delivered or sent by telex or
       facsimile to the respective parties at the addresses and numbers set
       forth below or in accordance with any subsequent unrevoked written
       direction from any party to the others. All notices shall, except as
       otherwise expressly herein provided, be effective in the case of telex or
       facsimile, when received, in the case of hand-delivered notice, when hand
       delivered, or in the case of telephone when telephoned, provided,
       however, that in order to be effective, telephonic notices must be
       confirmed in writing no later than the next day by letter, facsimile or
       telex.

              The Collateral Agent:


                                      -7-
<PAGE>   8


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

                  Borrower:

                           The Kroll O'Gara Company
                           9113 LeSaint Drive
                           Fairfield, Ohio 45014
                           Attn:  General Counsel
                           Telecopier: (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


15.    SPECIFIC PERFORMANCE. Borrower acknowledges and agrees that, in addition
       to the other rights of the Collateral Agent hereunder and under the other
       Credit Documents, because the Collateral Agent's remedies at law for
       failure of Borrower to comply with the provisions hereof relating to the
       Collateral Agent's rights (i) to inspect the books and records related to
       the Pledged Collateral, (ii) to receive the various notifications
       Borrower is required to deliver hereunder, (iii) to obtain copies of
       agreements and documents as provided herein with respect to the Pledged
       Collateral, (iv) to enforce the provisions hereof pursuant to which
       Borrower has appointed the Collateral Agent its attorney-in-fact, and (v)
       to enforce the Collateral Agent's remedies hereunder, would be inadequate
       and that any such failure would not be adequately compensable in damages,
       Borrower agrees that each such provision hereof may be specifically
       enforced.

16.    VOTING RIGHTS IN RESPECT OF THE PLEDGED COLLATERAL. So long as no Event
       of Default shall occur and be continuing under the Collateral Agency and
       Intercreditor Agreement, Borrower may exercise any and all voting and
       other consensual rights pertaining to the Pledged Collateral or any part
       thereof for any purpose not inconsistent with the terms of this Agreement
       or the other Credit Documents; PROVIDED, HOWEVER, that Borrower will not
       exercise or will refrain from exercising any such right, as the case may
       be, if such action would have a material adverse effect on the value of
       any Pledged Collateral.

17.    ENTIRE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire
       agreement between the parties with respect to the subject matter hereof
       and supersedes all prior agreements relating to a grant of a security
       interest in the Pledged Collateral by Borrower.


                                      -8-
<PAGE>   9


       This Agreement may not be amended or supplemented except by a writing
       signed by the Collateral Agent and Borrower.

18.    COUNTERPARTS. This Agreement may be executed in any number of
       counterparts and by different parties hereto in separate counterparts,
       each of which when so executed will be deemed to be an original and all
       of which taken together will constitute one and the same agreement. Any
       party so executing this Agreement by facsimile transmission shall
       promptly deliver a manually executed counterpart, provided that any
       failure to do so shall not affect the validity of the counterpart
       executed by facsimile transmission.

19.    DESCRIPTIVE HEADINGS. The descriptive headings which are used in this
       Agreement are for the convenience of the parties only and shall not
       affect the meaning of any provision of this Agreement.



         (REMAINDER OF PAGE INTENTIONALLY BLANK, SIGNATURE PAGE FOLLOWS)


                                      -9-
<PAGE>   10



       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.


                                       KEYBANK NATIONAL ASSOCIATION,
                                       in its capacity as Collateral Agent


                                       By:
                                          --------------------------------------
                                             Louis A. Fender
                                             Senior Vice President



                                       THE KROLL-O'GARA COMPANY


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

                                       Title:
                                             -----------------------------------


                                      -10-
<PAGE>   11



                                   SCHEDULE A
                                       TO
                             STOCK PLEDGE AGREEMENT

                        DESCRIPTION OF PLEDGED COLLATERAL
                        ---------------------------------

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------
SHAREHOLDER                               TYPE AND AMOUNT OF OWNERSHIP
---------------------------------------------------------------------------------------------------------------
<S>                                       <C>
The Kroll O'Gara Company                  100% common stock of O'Gara-Hess & Eisenhardt Armoring Company
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company                  100% common stock of O'Gara Satellite Networks, Inc.
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company                  65% ordinary shares of O'Gara Satellite Networks Limited, an Irish
                                          Corporation
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company                  65% ordinary shares of O'Gara Satellite Networks
                                          Limited, a corporation under the laws of England and Wales
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company                  65% ordinary shares of Next Destination Limited,
                                          a corporation under the laws of England and Wales
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company                  100% common stock of O'Gara Security Associates, Inc.
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company                  65% ordinary shares of The O'Gara Company FSC, Inc., a Barbados
                                          corporation
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company                  100% common stock of Kroll Holdings, Inc.
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company                  100% common stock of L.A.M.B. Acquisition, Inc.
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company                  100% common stock of L.A.M.B. Acquisition II, Inc.
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company                  100% common stock of InPhoto Surveillance, Inc.
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company                  100% common stock of Laboratory Specialists of America, Inc.
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company                  100% common stock of Kroll Schiff & Associates, Inc.
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company                  100% common stock of Securify, Inc.
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company                  100% common stock of Financial Research, Inc.
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company                  65% ordinary shares of Kroll-O'Gara UK Limited,
                                          a limited corporation under the laws of England and Wales
---------------------------------------------------------------------------------------------------------------
The Kroll O'Gara Company                  100% common stock of Kroll Background America, Inc.
---------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   12


                      ASSIGNMENT SEPARATE FROM CERTIFICATE


       FOR VALUE RECEIVED, __________________________ does hereby sell, assign
and transfer unto _____________________, as Collateral Agent for Secured
Parties, ________________ (____) Shares of the Common Capital Stock of
O'GARA-HESS & EISENHARDT ARMORING COMPANY, standing in the undersigned's name on
the books of such corporation represented by Certificate No. _____________ and
does hereby irrevocably constitute and appoint _______________________ attorney
to transfer such stock on the books of the within named Corporation with full
power of substitution in the premises.

       Further under penalties of perjury, the undersigned certifies:

       1.     That the number shown on this form is the undersigned's correct
              taxpayer identification number.

       2.     That the undersigned is not subject to backup withholding either
              because the undersigned has not been notified that the undersigned
              is subject to backup withholding as a result of a failure to
              report all interest or dividends, or the Internal Revenue Service
              has notified the undersigned that the undersigned is no longer
              subject to backup withholding.


Taxpayer Identification #31-1470817

Dated
-----------------------------------


                                       THE KROLL-O'GARA COMPANY


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


In presence of


-----------------------------------


<PAGE>   13



                      ASSIGNMENT SEPARATE FROM CERTIFICATE


       FOR VALUE RECEIVED, ___________________________________ does hereby sell,
assign and transfer unto ____________________________________________, as
Collateral Agent for Secured Parties, __________________ (___) Shares of the
Common Capital Stock of O'GARA SATELLITE NETWORKS, INC., standing in the
undersigned's name on the books of such corporation represented by Certificate
No. ______________ and does hereby irrevocably constitute and appoint
________________________________ attorney to transfer such stock on the books of
the within named Corporation with full power of substitution in the premises.

       Further under penalties of perjury, the undersigned certifies:

       1.     That the number shown on this form is the undersigned's correct
              taxpayer identification number.

       2.     That the undersigned is not subject to backup withholding either
              because the undersigned has not been notified that the undersigned
              is subject to backup withholding as a result of a failure to
              report all interest or dividends, or the Internal Revenue Service
              has notified the undersigned that the undersigned is no longer
              subject to backup withholding.


Taxpayer Identification #31-1470817

Dated
     ------------------------------

                                            THE KROLL-O'GARA COMPANY

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

In presence of


-----------------------------------

<PAGE>   14



                      ASSIGNMENT SEPARATE FROM CERTIFICATE


       FOR VALUE RECEIVED, ________________________ does hereby sell, assign and
transfer unto ___________________________________, as Collateral Agent for
Secured Parties, _____________________ (___) Shares of the Ordinary Shares of
O'GARA SATELLITE NETWORKS LIMITED, an Irish corporation, standing in the
undersigned's name on the books of such corporation represented by Certificate
No. __________________ and does hereby irrevocably constitute and appoint
__________________________ attorney to transfer such stock on the books of the
within named Corporation with full power of substitution in the premises.

       Further under penalties of perjury, the undersigned certifies:

       1.     That the number shown on this form is the undersigned's correct
              taxpayer identification number.

       2.     That the undersigned is not subject to backup withholding either
              because the undersigned has not been notified that the undersigned
              is subject to backup withholding as a result of a failure to
              report all interest or dividends, or the Internal Revenue Service
              has notified the undersigned that the undersigned is no longer
              subject to backup withholding.


Taxpayer Identification #31-1470817

Dated
     ----------------------------------


                                             THE KROLL-O'GARA COMPANY

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


In presence of


-----------------------------------


<PAGE>   15


                      ASSIGNMENT SEPARATE FROM CERTIFICATE


       FOR VALUE RECEIVED, __________________________ does hereby sell, assign
and transfer unto __________________________________, as Collateral Agent for
Secured Parties, _____________________ (____) Shares of the Ordinary Shares of
O'GARA SATELLITE NETWORKS LIMITED, a corporation under the laws of England and
Wales, standing in the undersigned's name on the books of such corporation
represented by Certificate No. ______________ and does hereby irrevocably
constitute and appoint ____________________________ attorney to transfer such
stock on the books of the within named Corporation with full power of
substitution in the premises.

       Further under penalties of perjury, the undersigned certifies:

       1.     That the number shown on this form is the undersigned's correct
              taxpayer identification number.

       2.     That the undersigned is not subject to backup withholding either
              because the undersigned has not been notified that the undersigned
              is subject to backup withholding as a result of a failure to
              report all interest or dividends, or the Internal Revenue Service
              has notified the undersigned that the undersigned is no longer
              subject to backup withholding.


Taxpayer Identification #31-1470817

Dated
     ------------------------------


                                          THE KROLL-O'GARA COMPANY

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


In presence of


-----------------------------------

<PAGE>   16


                      ASSIGNMENT SEPARATE FROM CERTIFICATE


       FOR VALUE RECEIVED, ___________________________________ does hereby sell,
assign and transfer unto _______________________________, as Collateral Agent
for Secured Parties, __________________________ (____) Shares of the Ordinary
Shares of NEXT DESTINATION LIMITED, standing in the undersigned's name on the
books of such corporation represented by Certificate No. _____________________
and does hereby irrevocably constitute and appoint ____________________________
attorney to transfer such stock on the books of the within named Corporation
with full power of substitution in the premises.

       Further under penalties of perjury, the undersigned certifies:

       1.     That the number shown on this form is the undersigned's correct
              taxpayer identification number.

       2.     That the undersigned is not subject to backup withholding either
              because the undersigned has not been notified that the undersigned
              is subject to backup withholding as a result of a failure to
              report all interest or dividends, or the Internal Revenue Service
              has notified the undersigned that the undersigned is no longer
              subject to backup withholding.


Taxpayer Identification #31-1470817

Dated
      -----------------------------


                                            THE KROLL-O'GARA COMPANY

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

In presence of


-----------------------------------


<PAGE>   17



                      ASSIGNMENT SEPARATE FROM CERTIFICATE


       FOR VALUE RECEIVED, ____________________________ does hereby sell, assign
and transfer unto ______________________________________, as Collateral Agent
for Secured Parties, ___________________ (____) Shares of the Common Capital
Stock of O'GARA SECURITY ASSOCIATES, INC. standing in the undersigned's name on
the books of such corporation represented by Certificate No. ___________________
and does hereby irrevocably constitute and appoint _____________________________
attorney to transfer such stock on the books of the within named Corporation
with full power of substitution in the premises.

       Further under penalties of perjury, the undersigned certifies:

       1.     That the number shown on this form is the undersigned's correct
              taxpayer identification number.

       2.     That the undersigned is not subject to backup withholding either
              because the undersigned has not been notified that the undersigned
              is subject to backup withholding as a result of a failure to
              report all interest or dividends, or the Internal Revenue Service
              has notified the undersigned that the undersigned is no longer
              subject to backup withholding.


Taxpayer Identification #31-1470817

Dated
     -------------------------------


                                            THE KROLL-O'GARA COMPANY

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


In presence of


-----------------------------------

<PAGE>   18


                      ASSIGNMENT SEPARATE FROM CERTIFICATE


       FOR VALUE RECEIVED, __________________________ does hereby sell, assign
and transfer unto ________________________________, as Collateral Agent for
Secured Parties, ______________________ (_________) Shares of the Ordinary
Shares of THE O'GARA COMPANY FSC, INC., standing in the undersigned's name on
the books of such corporation represented by Certificate No. __________________
and does hereby irrevocably constitute and appoint ____________________________
attorney to transfer such stock on the books of the within named Corporation
with full power of substitution in the premises.

       Further under penalties of perjury, the undersigned certifies:

       1.     That the number shown on this form is the undersigned's correct
              taxpayer identification number.

       2.     That the undersigned is not subject to backup withholding either
              because the undersigned has not been notified that the undersigned
              is subject to backup withholding as a result of a failure to
              report all interest or dividends, or the Internal Revenue Service
              has notified the undersigned that the undersigned is no longer
              subject to backup withholding.


Taxpayer Identification #31-1470817

Dated
      -----------------------------


                                            THE KROLL-O'GARA COMPANY

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


In presence of


-----------------------------------

<PAGE>   19


                      ASSIGNMENT SEPARATE FROM CERTIFICATE


       FOR VALUE RECEIVED, _____________________________ does hereby sell,
assign and transfer unto ______________________________, as Collateral Agent for
Secured Parties, ____________________ (_____) Shares of the Common Capital Stock
of KROLL HOLDINGS, INC., standing in the undersigned's name on the books of such
corporation represented by Certificate No. _________________ and does hereby
irrevocably constitute and appoint _________________________________ attorney to
transfer such stock on the books of the within named Corporation with full power
of substitution in the premises.

       Further under penalties of perjury, the undersigned certifies:

       1.     That the number shown on this form is the undersigned's correct
              taxpayer identification number.

       2.     That the undersigned is not subject to backup withholding either
              because the undersigned has not been notified that the undersigned
              is subject to backup withholding as a result of a failure to
              report all interest or dividends, or the Internal Revenue Service
              has notified the undersigned that the undersigned is no longer
              subject to backup withholding.


Taxpayer Identification #31-1470817

Dated
     ------------------------------


                                            THE KROLL-O'GARA COMPANY

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


In presence of


-----------------------------------


<PAGE>   20



                      ASSIGNMENT SEPARATE FROM CERTIFICATE


       FOR VALUE RECEIVED, _______________________________ does hereby sell,
assign and transfer unto _____________________________, as Collateral Agent for
Secured Parties, ____________________ (______) Shares of the Common Capital
Stock of L.A.M.B. ACQUISITION, INC., standing in the undersigned's name on the
books of such corporation represented by Certificate No. ____________________
and does hereby irrevocably constitute and appoint ___________________________
attorney to transfer such stock on the books of the within named Corporation
with full power of substitution in the premises.

       Further under penalties of perjury, the undersigned certifies:

       1.     That the number shown on this form is the undersigned's correct
              taxpayer identification number.

       2.     That the undersigned is not subject to backup withholding either
              because the undersigned has not been notified that the undersigned
              is subject to backup withholding as a result of a failure to
              report all interest or dividends, or the Internal Revenue Service
              has notified the undersigned that the undersigned is no longer
              subject to backup withholding.


Taxpayer Identification #31-1470817

Dated
     ------------------------------


                                            THE KROLL-O'GARA COMPANY

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


In presence of


----------------------------------


<PAGE>   21


                      ASSIGNMENT SEPARATE FROM CERTIFICATE


       FOR VALUE RECEIVED, _______________________________ does hereby sell,
assign and transfer unto ______________________________, as Collateral Agent for
Secured Parties, ____________________ (_______) Shares of the Common Capital
Stock of L.A.M.B. ACQUISITION II, INC., standing in the undersigned's name on
the books of such corporation represented by Certificate No. ___________________
and does hereby irrevocably constitute and appoint _____________________________
attorney to transfer such stock on the books of the within named Corporation
with full power of substitution in the premises.

       Further under penalties of perjury, the undersigned certifies:

       1.     That the number shown on this form is the undersigned's correct
              taxpayer identification number.

       2.     That the undersigned is not subject to backup withholding either
              because the undersigned has not been notified that the undersigned
              is subject to backup withholding as a result of a failure to
              report all interest or dividends, or the Internal Revenue Service
              has notified the undersigned that the undersigned is no longer
              subject to backup withholding.


Taxpayer Identification #31-1470817

Dated
     ------------------------------


                                            THE KROLL-O'GARA COMPANY

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


In presence of


----------------------------------


<PAGE>   22


                      ASSIGNMENT SEPARATE FROM CERTIFICATE


       FOR VALUE RECEIVED, ____________________________ does hereby sell, assign
and transfer unto ________________________________, as Collateral Agent for
Secured Parties, ______________________ (__________) Shares of the Common
Capital Stock of INPHOTO SURVEILLANCE, INC., standing in the undersigned's name
on the books of such corporation represented by Certificate No. _______________
and does hereby irrevocably constitute and appoint ___________________________
attorney to transfer such stock on the books of the within named Corporation
with full power of substitution in the premises.

       Further under penalties of perjury, the undersigned certifies:

       1.     That the number shown on this form is the undersigned's correct
              taxpayer identification number.

       2.     That the undersigned is not subject to backup withholding either
              because the undersigned has not been notified that the undersigned
              is subject to backup withholding as a result of a failure to
              report all interest or dividends, or the Internal Revenue Service
              has notified the undersigned that the undersigned is no longer
              subject to backup withholding.


Taxpayer Identification #31-1470817

Dated
     ------------------------------


                                            THE KROLL-O'GARA COMPANY

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


In presence of


-----------------------------------

<PAGE>   23


                      ASSIGNMENT SEPARATE FROM CERTIFICATE


       FOR VALUE RECEIVED, ____________________________ does hereby sell, assign
and transfer unto ___________________________________, as Collateral Agent for
Secured Parties, _________________ (________) Shares of the Common Capital Stock
of LABORATORY SPECIALISTS OF AMERICA, INC., standing in the undersigned's name
on the books of such corporation represented by Certificate No. _______________
and does hereby irrevocably constitute and appoint _____________________________
attorney to transfer such stock on the books of the within named Corporation
with full power of substitution in the premises.

       Further under penalties of perjury, the undersigned certifies:

       1.     That the number shown on this form is the undersigned's correct
              taxpayer identification number.

       2.     That the undersigned is not subject to backup withholding either
              because the undersigned has not been notified that the undersigned
              is subject to backup withholding as a result of a failure to
              report all interest or dividends, or the Internal Revenue Service
              has notified the undersigned that the undersigned is no longer
              subject to backup withholding.


Taxpayer Identification #31-1470817

Dated
     ------------------------------


                                            THE KROLL-O'GARA COMPANY

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


In presence of


--------------------------------


<PAGE>   24


                      ASSIGNMENT SEPARATE FROM CERTIFICATE


       FOR VALUE RECEIVED, ______________________________ does hereby sell,
assign and transfer unto _________________________________, as Collateral Agent
for Secured Parties, __________________ (_________) Shares of the Common Capital
Stock of KROLL SCHIFF & ASSOCIATES, INC., standing in the undersigned's name on
the books of such corporation represented by Certificate No. ___________________
and does hereby irrevocably constitute and appoint _____________________________
attorney to transfer such stock on the books of the within named Corporation
with full power of substitution in the premises.

       Further under penalties of perjury, the undersigned certifies:

       1.     That the number shown on this form is the undersigned's correct
              taxpayer identification number.

       2.     That the undersigned is not subject to backup withholding either
              because the undersigned has not been notified that the undersigned
              is subject to backup withholding as a result of a failure to
              report all interest or dividends, or the Internal Revenue Service
              has notified the undersigned that the undersigned is no longer
              subject to backup withholding.


Taxpayer Identification #31-1470817

Dated
      -----------------------------


                                            THE KROLL-O'GARA COMPANY

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


In presence of


-----------------------------------


<PAGE>   25



                      ASSIGNMENT SEPARATE FROM CERTIFICATE


       FOR VALUE RECEIVED, _________________________ does hereby sell, assign
and transfer unto ___________________________________, as Collateral Agent for
Secured Parties, ____________________ (__________) Shares of the Common Capital
Stock of SECURIFY, INC., standing in the undersigned's name on the books of such
corporation represented by Certificate No. _______________ and does hereby
irrevocably constitute and appoint ____________________________ attorney to
transfer such stock on the books of the within named Corporation with full power
of substitution in the premises.

       Further under penalties of perjury, the undersigned certifies:

       1.     That the number shown on this form is the undersigned's correct
              taxpayer identification number.

       2.     That the undersigned is not subject to backup withholding either
              because the undersigned has not been notified that the undersigned
              is subject to backup withholding as a result of a failure to
              report all interest or dividends, or the Internal Revenue Service
              has notified the undersigned that the undersigned is no longer
              subject to backup withholding.


Taxpayer Identification #31-1470817

Dated
     ------------------------------


                                            THE KROLL-O'GARA COMPANY

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


In presence of


------------------------------------


<PAGE>   26


                      ASSIGNMENT SEPARATE FROM CERTIFICATE

       FOR VALUE RECEIVED, ___________________________ does hereby sell, assign
and transfer unto ______________________________, as Collateral Agent for
Secured Parties, ____________________ (_____) Shares of the Common Capital Stock
of FINANCIAL RESEARCH, INC., standing in the undersigned's name on the books of
such corporation represented by Certificate No. and does hereby irrevocably
constitute and appoint _____________________________ attorney to transfer such
stock on the books of the within named Corporation with full power of
substitution in the premises.

       Further under penalties of perjury, the undersigned certifies:

       1.     That the number shown on this form is the undersigned's correct
              taxpayer identification number.

       2.     That the undersigned is not subject to backup withholding either
              because the undersigned has not been notified that the undersigned
              is subject to backup withholding as a result of a failure to
              report all interest or dividends, or the Internal Revenue Service
              has notified the undersigned that the undersigned is no longer
              subject to backup withholding.


Taxpayer Identification #31-1470817

Dated
     ------------------------------


                                            THE KROLL-O'GARA COMPANY

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


In presence of


-----------------------------------


<PAGE>   27


                      ASSIGNMENT SEPARATE FROM CERTIFICATE


       FOR VALUE RECEIVED, ________________________________ does hereby sell,
assign and transfer unto _________________________, as Collateral Agent for
Secured Parties, ( _______ ) Shares of the Ordinary Shares of KROLL-O'GARA UK
LIMITED standing in the undersigned's name on the books of such corporation
represented by Certificate No. _______________ and does hereby irrevocably
constitute and appoint ____________________ attorney to transfer such stock on
the books of the within named Corporation with full power of substitution in the
premises.

       Further under penalties of perjury, the undersigned certifies:

       1.     That the number shown on this form is the undersigned's correct
              taxpayer identification number.

       2.     That the undersigned is not subject to backup withholding either
              because the undersigned has not been notified that the undersigned
              is subject to backup withholding as a result of a failure to
              report all interest or dividends, or the Internal Revenue Service
              has notified the undersigned that the undersigned is no longer
              subject to backup withholding.


Taxpayer Identification #31-1470817

Dated
     ------------------------------


                                            THE KROLL-O'GARA COMPANY

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


In presence of


-----------------------------------

<PAGE>   28



                      ASSIGNMENT SEPARATE FROM CERTIFICATE


       FOR VALUE RECEIVED, _______________________________ does hereby sell,
assign and transfer unto __________________________________, as Collateral Agent
for Secured Parties, _______________________ (__________) Shares of the Common
Capital Stock of KROLL BACKGROUND AMERICA, INC. standing in the undersigned's
name on the books of such corporation represented by Certificate NO.
____________________ and does hereby irrevocably constitute and appoint
_____________________________ attorney to transfer such stock on the books of
the within named Corporation with full power of substitution in the premises.

       Further under penalties of perjury, the undersigned certifies:

       1.     That the number shown on this form is the undersigned's correct
              taxpayer identification number.

       2.     That the undersigned is not subject to backup withholding either
              because the undersigned has not been notified that the undersigned
              is subject to backup withholding as a result of a failure to
              report all interest or dividends, or the Internal Revenue Service
              has notified the undersigned that the undersigned is no longer
              subject to backup withholding.


Taxpayer Identification #31-1470817

Dated
      -----------------------------


                                            THE KROLL-O'GARA COMPANY

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

In presence of


-----------------------------------