PLEDGE AGREEMENT


      THIS PLEDGE AGREEMENT, dated as of November 14, 2001, is made by and among
Kroll Inc., an Ohio corporation  ("Pledgor"),  to Palisade  Concentrated  Equity
Partnership, L.P. ("Palisade"), as Collateral Agent (as hereinafter defined).


                           BACKGROUND TO THE AGREEMENT

      Pledgor,  Palisade,  the various  other  investors  named in the  Purchase
Agreement (as defined below) (Palisade and such other  investors,  collectively,
the "Investors") and Palisade as agent for Investors (Palisade in such capacity,
"Collateral  Agent") are parties to a Securities  Purchase Agreement dated as of
the date hereof (as amended,  modified,  restated or  supplemented  from time to
time,  the  "Purchase   Agreement")  pursuant  to  which,  among  other  things,
Collateral Agent and Investors have agreed,  subject to the terms and conditions
contained therein, to acquire from Pledgor an aggregate of $30,000,000 principal
amount of Pledgor's 6% Senior Secured  Subordinated  Convertible  Notes due 2006
(collectively the "Notes").

      In order to  induce  Collateral  Agent  and  Investors  to enter  into the
Purchase Agreement,  Pledgor,  among other things,  agreed to pledge and grant a
security  interest  to  Collateral  Agent,  for its  benefit and for the ratable
benefit of the Investors, in the Pledged Collateral (as hereinafter defined).

      NOW,  THEREFORE,  in  consideration of the premises and for other good and
valuable   consideration   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereby agree as follows:

SECTION  1.   Defined Terms
              -------------

              Unless  otherwise  defined  herein,  terms defined in the Purchase
Agreement shall have such defined meanings when used herein.

SECTION  2.   Pledge
              ------

              Pledgor  hereby  pledges,  assigns,  hypothecates,  transfers  and
grants a security  interest  to  Collateral  Agent,  for its benefit and for the
ratable   benefit  of  Investors,   in  all  of  the  following   (the  "Pledged
Collateral"):

              (a) the shares of stock of Pledgor set forth on Schedule A annexed
hereto and expressly made a part hereof (the "Pledged Stock"),  the certificates
representing  the Pledged Stock and all dividends,  cash,  instruments and other
property  or  proceeds  from  time to time  received,  receivable  or  otherwise
distributed in respect of or in exchange for any or all of the Pledged Stock;

              (b) all  additional  shares of stock of any issuer of the  Pledged
Stock (each an  "Issuer")  from time to time  acquired by Pledgor in any manner,
including,  without limitation,  stock dividends or a distribution in connection
with  any   increase  or  reduction   of  capital,   reclassification,   merger,
consolidation,  sale of assets,  combination of shares, stock split, spin-off or
split-off  (which



<PAGE>


shares shall be deemed to be part of the Pledged Collateral) with respect to the
Pledged Stock, and the certificates representing such additional shares, and all
dividends,  cash,  instruments  and other property or proceeds from time to time
received,  receivable or otherwise  distributed in respect of or in exchange for
any or all of such shares;

              (c) all shares issued pursuant to all options and rights,  whether
as an  addition  to, in  substitution  of or in  exchange  for any shares of the
Pledged Stock and all dividends, cash and instruments; and

              (d) all  securities  accounts  holding  Pledged  Stock  and/or any
security  entitlements  with  respect  to the  Pledged  Stock  (the  "Securities
Accounts") and all interest,  dividends,  options, warrants,  increases, profits
and income received therefrom,  all investment property in connection therewith,
all substitutions therefor and all proceeds thereof in any form.

SECTION  3.   Indebtedness Secured
              --------------------

              This  pledge  is made to  secure  and the  Pledged  Collateral  is
security for the payment of all  obligations of Pledgor to Collateral  Agent and
Investors  under the  Purchase  Agreement,  the Notes and all other  agreements,
documents and instruments now or at any time hereafter executed and/or delivered
by Pledgor to, with or in favor of  Collateral  Agent  and/or the  Investors  in
connection  therewith or related  thereto  including,  without  limitation,  all
reasonable  expenses  (including  reasonable  attorney  fees)  chargeable to the
Pledgor's  account or incurred by the  Collateral  Agent and/or the Investors in
connection  with the  Pledgor's  account  whether  provided for herein or in any
other agreement, instrument, or document executed by or on behalf of the Pledgor
in connection with this Agreement or the Pledged Stock (the "Indebtedness").

SECTION  4.   Delivery of Pledged Collateral
              ------------------------------

              All  certificates  representing  or  evidencing  the Pledged Stock
shall be  delivered  to and held by or on behalf of  Collateral  Agent  pursuant
hereto and shall be  accompanied  by duly  executed  instruments  of transfer or
assignment  in  blank,  all in form and  substance  reasonably  satisfactory  to
Collateral Agent. Pledgor hereby authorizes any Issuer upon demand by Collateral
Agent to deliver any certificates,  instruments or other distributions issued in
connection  with the Pledged  Collateral  directly to Collateral  Agent, in each
case to be held by Collateral  Agent,  subject to the terms  hereof.  Collateral
Agent shall have the right, at any time after an Event of Default (as defined in
the Notes) in its discretion and without notice to Pledgor, to transfer to or to
register in the name of  Collateral  Agent or any of its  nominees any or all of
the Pledged  Stock.  In addition,  Collateral  Agent shall have the right at any
time to exchange certificates or instruments  representing or evidencing Pledged
Stock for certificates or instruments of smaller or larger denominations.

SECTION  5.   Representations and Warranties
              ------------------------------

              Pledgor represents and warrants to Collateral Agent that:

              (a)  Pledgor is the direct and  beneficial  owner of each share of
the Pledged Stock as indicated on Schedule A hereto.


                                      -2-
<PAGE>


              (b)  All of the  shares  of  the  Pledged  Stock  have  been  duly
authorized, validly issued and are fully paid and nonassessable.

              (c) Upon  delivery of the Pledged Stock to the  Collateral  Agent,
this  Agreement  creates and grants a valid first priority lien on and perfected
security interest in the Pledged Stock,  subject to no prior security  interest,
lien,  charge or  encumbrance,  or to any  agreement  purporting to grant to any
third party a security interest in the property or assets of Pledgor which would
include the Pledged Collateral.

              (d) There are no  restrictions  on transfer  of the Pledged  Stock
contained  in the  certificate  of  incorporation  or  by-laws  of any Issuer or
otherwise  which have not otherwise been  enforceably  and legally waived by the
necessary parties.

              (e) To the  knowledge  of Pledgor,  none of the Pledged  Stock has
been  issued  or  transferred  in  violation  of  the  securities  registration,
securities disclosure or similar laws of any jurisdiction to which such issuance
or transfer may be subject.

              (f) No  consent,  approval,  authorization  or other  order of any
Person and no consent, authorization, approval or other action by, and no notice
to or filing with, any governmental  authority or regulatory body is required by
the Pledgor  for the  exercise  by the  Collateral  Agent of the voting or other
rights  provided for in this Agreement or the remedies in respect of the Pledged
Collateral  pursuant to this Agreement,  except as may be required in connection
with such  disposition  by laws  affecting  the offering and sale of  securities
generally.

              (g) No notification of the pledge  evidenced  hereby to any Person
is required.

              (h)  As of  the  date  hereof,  there  are  no  existing  options,
warrants,  calls or commitments of any such character whatsoever relating to any
Pledged Stock and no indebtedness or other security convertible into any Pledged
Stock.

              (i) The Pledged Stock  constitutes  one-hundred  percent (100%) of
the issued and  outstanding  shares of capital stock of each Issuer  thereof set
forth on Schedule A annexed hereto.

              The  representations  and  warranties  set forth in this Section 5
(other than those  contained in Section  (k)) shall  survive the  execution  and
delivery of this Agreement.

SECTION  6.   Covenants
              ---------

              Pledgor  covenants  that,  until this  Agreement is  terminated in
accordance with the terms of Section 14 hereof:

              (a) Pledgor will not sell, assign,  transfer,  convey or otherwise
dispose of its rights in or to the Pledged  Collateral or any interest  therein;
nor will Pledgor create,  incur or permit to exist any pledge,  mortgage,  lien,
charge,  encumbrance or any security interest  whatsoever with respect to any of
the Pledged Collateral or the proceeds thereof other than that created hereby.


                                      -3-
<PAGE>

              (b) Pledgor will, at its expense, defend Collateral Agent's right,
title and security interest in and to the Pledged  Collateral against the claims
of any Person.

              (c)  Pledgor  shall at any time,  and from time to time,  upon the
written request of Collateral Agent,  execute and deliver such further documents
and do such further acts and things as Collateral  Agent may reasonably  request
in order to  effect  the  purposes  of this  Agreement  including,  but  without
limitation,  delivering to Collateral  Agent upon the  occurrence of an Event of
Default  irrevocable  proxies  in  respect  of the  Pledged  Collateral  in form
satisfactory to Collateral Agent.  Until receipt thereof,  following an Event of
Default this Agreement shall  constitute  Pledgor's proxy to Collateral Agent or
its  nominee  to vote all  shares  of  Pledged  Collateral  then  registered  in
Pledgor's name.

              (d) Pledgor shall not give any entitlement  orders with respect to
any Securities  Account or withdraw or trade any financial  assets or investment
property in connection with any Securities Account.

              (e) Pledgor will not consent to or approve the issuance of (i) any
additional  shares  of any  class  of  capital  stock  of any  Issuer;  (ii) any
securities convertible either voluntarily by the holder thereof or automatically
upon the  occurrence  or  nonoccurrence  of any event or condition  into, or any
securities  exchangeable for, any such shares;  or (iii) any warrants,  options,
contracts  or other  commitments  entitling  any person to purchase or otherwise
acquire any such shares.

SECTION  7.   Voting Rights and Dividends
              ---------------------------

              In addition to Collateral Agent's rights and remedies set forth in
Section 9 hereof,  in case an Event of Default  shall have occurred and has been
declared by Collateral Agent, Collateral Agent shall (a) be entitled to vote the
Pledged Collateral,  (b) be entitled to give consents, waivers and ratifications
in respect of the Pledged Collateral  (Pledgor hereby  irrevocably  constituting
and appointing Collateral Agent, with full power of substitution,  the proxy and
attorney-in-fact  of Pledgor for such  purposes)  and (c) be entitled to collect
and receive for its own use cash dividends paid on the Pledged Collateral. Until
an Event of  Default,  and during the  continuation  thereof,  Pledgor  shall be
permitted  to exercise or refrain  from  exercising  any voting  rights or other
powers unless, in the reasonable judgment of Collateral Agent, such action would
have a material  adverse  effect on the value of the Pledged  Collateral  or any
part  thereof.   After  an  Event  of  Default,  all  dividends  and  all  other
distributions  in respect of any of the  Pledged  Collateral,  whenever  paid or
made, shall be delivered to Collateral  Agent to hold as Pledged  Collateral and
shall,  if  received  by  Pledgor,  be  received  in trust  for the  benefit  of
Collateral Agent, be segregated from the other property or funds of Pledgor, and
be forthwith  delivered to  Collateral  Agent as Pledged  Collateral in the same
form  as so  received  (with  any  necessary  endorsement),  provided  that  any
dividends  payable in stock shall be  immediately  delivered  to the  Collateral
Agent to hold as Pledged Collateral hereunder.

SECTION  8.   Event of Default
              ----------------

              The  occurrence of any one or more of the  following  events shall
constitute an "Event of Default":


                                       -4-
<PAGE>


              (a) the  occurrence  of an  "Event  of  Default"  as such  term is
defined in any of the Notes; or

              (b) the pledge of the Pledged  Collateral for any reason ceases to
be or is not a valid and perfected lien having a first priority.

SECTION  9.   Remedies
              --------

              In case an Event of Default shall have occurred and be declared by
Collateral Agent, Collateral Agent may during the continuation thereof:

              (a) Transfer any or all of the Pledged  Collateral  into its name,
or into the name of its nominee or nominees;

              (b)  Exercise  all  corporate  rights with  respect to the Pledged
Collateral including,  without limitation,  all rights of conversion,  exchange,
subscription or any other rights, privileges or options pertaining to any shares
of the Pledged  Collateral as if it were the absolute owner thereof,  including,
but without limitation,  the right to exchange, at its discretion, any or all of
the  Pledged   Collateral  upon  the  merger,   consolidation,   reorganization,
recapitalization  or  other  readjustment  of the  Issuer  thereof,  or upon the
exercise by the Issuer of any right,  privilege or option  pertaining  to any of
the Pledged Collateral, and, in connection therewith, to deposit and deliver any
and all of the  Pledged  Collateral  with any  committee,  depository,  transfer
agent,  registrar or other designated agent upon such terms and conditions as it
may determine,  all without  liability  except to account for property  actually
received by it; and

              (c) Subject to any requirement of applicable law, sell, assign and
deliver the whole or, from time to time,  any part of the Pledged  Collateral at
the time held by  Collateral  Agent,  at any private sale or at public  auction,
with or without demand,  advertisement or notice of the time or place of sale or
adjournment  thereof or otherwise (all of which are hereby  waived,  except such
notice as is  required  by  applicable  law and cannot be  waived),  for cash or
credit or for other  property  for  immediate or future  delivery,  and for such
price or prices and on such terms as Collateral Agent in its sole discretion may
determine, or as may be required by applicable law.

              Pledgor  hereby waives and releases any and all right or equity of
redemption,  whether before or after sale  hereunder.  At any such sale,  unless
prohibited  by  applicable  law,  Collateral  Agent may bid for and purchase the
whole or any part of the Pledged  Collateral so sold free from any such right or
equity of redemption.  All moneys received by Collateral Agent hereunder whether
upon sale of the Pledged  Collateral  or any part thereof or otherwise  shall be
held by Collateral Agent and applied by it as provided in Section 12 hereof.  No
failure  or delay on the part of  Collateral  Agent  in  exercising  any  rights
hereunder  shall  operate as a waiver of any such rights nor shall any single or
partial  exercise  of any such  rights  preclude  any other or  future  exercise
thereof or the exercise of any other rights  hereunder.  Collateral  Agent shall
have no duty as to the collection or protection of the Pledged Collateral or any
income thereon nor any duty as to preservation of any rights pertaining thereto,
except to apply the funds in  accordance  with the  requirements  of  Section 12
hereof.  Collateral  Agent may  exercise  its  rights  with  respect to all or a
portion of the  Pledged  Collateral  and/or all or a portion of the


                                      -5-
<PAGE>


property  of  Pledgor  without  resort  to  other  security  for or  sources  of
reimbursement  for the  Indebtedness.  In addition to the foregoing,  Collateral
Agent shall have all of the rights,  remedies and  privileges of a secured party
under  the UCC (as  defined  under the  Security  Agreement)  regardless  of the
jurisdiction in which enforcement hereof is sought.

SECTION  10.  Registration
              ------------

              If  Collateral  Agent shall  exercise its right to sell all or any
part of the Pledged Collateral, and if, in the opinion of counsel for Collateral
Agent,  it is necessary  to have the Pledged  Collateral  being sold  registered
under the provisions of the 1933 Act, Pledgor will use its reasonable commercial
efforts to cause the Issuer to execute and deliver,  and to cause the  directors
and officers of the Issuer to execute and deliver, all at Pledgor's expense, all
such instruments and documents and to do or cause to be done all such other acts
and things as may be  necessary to register  the Pledged  Collateral  being sold
under  the  provisions  of the  1933  Act.  Pledgor  shall  use  its  reasonable
commercial efforts to cause any such registration  statement to become effective
and to  remain  effective  for a period  of one year  from the date of the first
public offering of the Pledged  Collateral being sold and to make all amendments
thereto and to related  documents  which, in the opinion of Collateral  Agent or
its counsel, are necessary or advisable, all in conformity with the requirements
of the 1933 Act and the rules and  regulations  of the SEC  applicable  thereto.
Pledgor  shall also cause the Issuer to comply with the  provisions of the "Blue
Sky"  law  of  any  jurisdiction  which  Collateral  Agent  shall  designate  in
connection with any sale hereunder; and to cause the Issuer to make available to
its security holders, as soon as practicable,  an earnings statement (which need
not be audited)  covering a period of at least  twelve  months but not more than
eighteen months,  beginning with the first month after the effective date of any
such  registration   statement,   which  earnings  statement  will  satisfy  the
provisions of Section 11(a) of the 1933 Act. Pledgor  acknowledges that a breach
of any of the covenants  contained in this Section may cause irreparable  injury
to Collateral  Agent,  that Collateral Agent will have no adequate remedy at law
with  respect to such breach and, as a  consequence,  such  covenants of Pledgor
shall be specifically enforceable against Pledgor.

SECTION  11.  Private Sale
              ------------

              Notwithstanding   anything   contained  in  Section  10,   Pledgor
recognizes that Collateral Agent may be unable to effect (or to do so only after
delay which  would  adversely  affect the value that might be realized  from the
Pledged  Collateral)  a public sale of all or part of the Pledged  Collateral by
reason of certain  prohibitions  contained in the 1933 Act, and may be compelled
to resort to one or more private sales to a restricted  group of purchasers  who
will be obliged to agree, among other things, to acquire such Pledged Collateral
for their own account, for investment and not with a view to the distribution or
resale  thereof.  Pledgor agrees that any such private sale may be at prices and
on terms less favorable to the seller than if sold at public sales and that such
private  sales  shall  not  be  deemed  to  have  been  made  in a  commercially
unreasonable  manner because they were not registered under the 1933 Act and the
seller received a less favorable price. Pledgor agrees that Collateral Agent has
no obligation to delay the sale of any Pledged Collateral for the period of time
necessary  to permit the Issuer to register  the Pledged  Collateral  for public
sale under the 1933 Act.



                                      -6-
<PAGE>


SECTION  12.  Proceeds of Sale
              ----------------

              The proceeds of any collection,  recovery, receipt, appropriation,
realization  or sale of the Pledged  Collateral  shall be applied by  Collateral
Agent as follows:

              (a) First,  to the payment of all costs,  expenses  and charges of
Collateral  Agent,  as such, or the  reimbursement  of Collateral  Agent for the
prior payment of such costs,  expenses and charges  incurred in connection  with
the care and safekeeping of any of the Pledged  Collateral  (including,  without
limitation,  the expenses of any sale or other  proceeding,  the expenses of any
taking, reasonable attorneys' fees and expenses, court costs, any other expenses
incurred or expenditures or advances made by Collateral Agent in the protection,
enforcement  or  exercise  of its rights,  powers or  remedies  hereunder)  with
interest on any such  reimbursement  at the Interest  Rate (as defined under the
Notes)  then in effect  under the Notes plus two  percent  (2%) from the date of
payment.

              (b)  Second,  to the payment of the  Indebtedness,  in whole or in
part, in such order as Collateral Agent may elect,  whether such Indebtedness is
then due or not due.

              (c)  Third,   to  such  Persons  as  required  by  applicable  law
including, without limitation, Section 9-615(a)(3) of the UCC.

              (d) Fourth, to the extent of any surplus thereafter remaining,  to
Pledgor or as a court of competent jurisdiction may direct.

              In the  event  that  the  proceeds  of any  collection,  recovery,
receipt,  appropriation,  realization  or sale are  insufficient  to satisfy the
Indebtedness,  Pledgor  shall be liable  for the  deficiency  together  with (i)
interest  thereon at the  interest  rate then in effect under the Notes and (ii)
the  reasonable  fees of any attorneys  employed by Collateral  Agent to collect
such deficiency.

              Collateral  Agent,  in its sole and absolute  discretion,  with or
without notice to Pledgor, may deposit any proceeds of any collection, recovery,
receipt,  appropriation  or sale of the  Pledged  Collateral  in a  non-interest
bearing cash  collateral  deposit  account to be  maintained as security for the
Indebtedness.

SECTION  13.  Information
              -----------

              Pledgor will promptly give or cause to be given written  notice to
Collateral  Agent of any notices or other documents  received by it with respect
to Pledged Collateral registered in the name of Pledgor.

SECTION  14.  Termination
              -----------

              This  Agreement  shall  terminate and Pledgor shall be entitled to
the return, at Pledgor's  expense,  of such of the Pledged Collateral as has not
theretofore been sold or otherwise applied pursuant to this Agreement,  upon the
earlier of (a) payment in full of the Indebtedness , and (b) such time as all of
the  following  claims have been finally and  completely  settled,  adjudicated,
dismissed  or  otherwise  resolved  with  prejudice  to  Pledgor  and all of its
Subsidiaries without any material award, cost, penalty,  charge or other expense
being incurred by, or assessed against the Pledgor or any Subsidiary:  (i) those
certain tax  assessments  pending in Brazil against  O'Gara-Hess & Eisenhardt do


                                      -7-
<PAGE>


Brasil LTDA;  (ii) that certain matter pending in the Ontario  Superior Court of
Justice,  encaptioned  HSBC Securities  (Canada) Inc. v. Davies,  Ward & Beck v.
Lindquist  Avey  Macdonald  Baskerville  Inc, et al.,  and (iii)  those  matters
identified in Item 1 of Pledgor's  Quarterly  Report on Form 10-Q for the period
ending June 30, 2001.

SECTION  15.  Concerning Collateral Agent
              ---------------------------

              The  recitals  of fact  herein  shall be taken  as  statements  of
Pledgor for which Collateral Agent assumes no  responsibility.  Collateral Agent
makes no representation  to anyone as to the value of the Pledged  Collateral or
any part thereof or as to the  validity or adequacy of the security  afforded or
intended  to be  afforded  thereby  or as to the  validity  of  this  Agreement.
Collateral Agent shall be protected in relying upon any notice, consent, request
or other paper or document  believed by it to be genuine and correct and to have
been  signed by a proper  person.  The  permissive  rights of  Collateral  Agent
hereunder shall not be construed as duties of Collateral Agent. Collateral Agent
shall be under no obligation to take any action toward the  enforcement  of this
Agreement  or rights or remedies  in respect of any of the  Pledged  Collateral.
Collateral Agent shall not be personally  liable for any action taken or omitted
by it in good  faith and  reasonably  believed  by it to be within  the power or
discretion conferred upon it by this Agreement.

SECTION  16.  Regarding Collateral Agent
              --------------------------

              (a)  Each  Investor  hereby  designates  Palisade  to  act  as the
Collateral  Agent for such Investor under this  Agreement.  Each Investor hereby
irrevocably  authorizes the  Collateral  Agent to take such action on its behalf
under the  provisions  of this  Agreement  and to  exercise  such  powers and to
perform such duties  hereunder as are  specifically  delegated to or required of
the Collateral Agent by the terms hereof and such other powers as are reasonably
incidental  thereto and the Collateral  Agent shall hold all Pledged  Collateral
received  pursuant to this  Agreement for the ratable  benefit of the Investors.
The Collateral  Agent may perform any of its duties  hereunder by or through its
agents or employees. As to matters not expressly provided for in this Agreement,
the  Collateral  Agent may exercise any  discretion  or take any action it deems
reasonable and necessary under the  circumstances and the Collateral Agent shall
be fully protected in so acting.

              (b) Nature of Duties. The Collateral Agent shall have no duties or
responsibilities except those expressly set forth in this Agreement. Neither the
Collateral  Agent nor any of its  officers,  directors,  employees,  partners or
agents  shall be (i)  liable  for any  action  taken or  omitted by them as such
hereunder or in  connection  herewith,  unless  caused by their gross (not mere)
negligence  or willful  misconduct,  or (ii)  responsible  in any manner for any
recitals,  statements,  representations or warranties made by the Pledgor or any
officer  thereof  contained  in this  Agreement or in any  certificate,  report,
statement or other  document  referred to or provided for in, or received by the
Collateral  Agent under or in connection  with, this Agreement or for the value,
validity,  effectiveness,  genuineness,  enforceability  or  sufficiency of this
Agreement  or for  any  failure  of  the  Pledgor  to  perform  its  obligations
hereunder. Collateral Agent shall not be under any obligation to any Investor to
ascertain  or to  inquire  as to the  observance  or  performance  of any of the
agreements  contained in, or conditions  of, this  Agreement,  or to inspect the
properties, books or records of the Pledgor.

              (c)  Indemnification.  To the extent the  Collateral  Agent is not
reimbursed  and  indemnified  by the Pledgor,  the Investors  will reimburse and
indemnify   Collateral   Agent  from  and


                                      -8-
<PAGE>


against  any and  all  liabilities,  obligations,  losses,  damages,  penalties,
actions,  judgments,  suits,  costs,  expenses or  disbursements  of any kind or
nature  whatsoever  which may be imposed on, incurred by or asserted against the
Collateral Agent in performing its duties  hereunder,  or in any way relating to
or arising out of this  Agreement;  provided  that,  the Investors  shall not be
liable  for any  portion  of such  liabilities,  obligations,  losses,  damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Collateral Agent's gross (not mere) negligence or willful misconduct.

SECTION  17.  Notices
              -------

              Any notice or request  hereunder shall be given in accordance with
the terms of the Purchase Agreement.

SECTION  18.  Governing Law.
              -------------

              This  Agreement  shall be governed by, and construed in accordance
with, the internal laws of the State of New York without regard to the choice of
law principles  thereof.  Each of the parties hereto irrevocably  submits to the
exclusive  jurisdiction  of the  courts of the State of New York  located in New
York County and the United States  District  Court for the Southern  District of
New York for the purpose of any suit, action, proceeding or judgment relating to
or arising out of this  Agreement  and the  transactions  contemplated  thereby.
Service of process in connection with any such suit, action or proceeding may be
served on each party  hereto  anywhere  in the world by the same  methods as are
specified  for the giving of notices under this  Agreement.  Each of the parties
hereto  irrevocably  consents to the  jurisdiction of any such court in any such
suit,  action or proceeding and to the laying of venue in such court. Each party
hereto irrevocably waives any objection to the laying of venue of any such suit,
action or  proceeding  brought in such courts and  irrevocably  waives any claim
that any such  suit,  action or  proceeding  brought  in any such court has been
brought in an inconvenient forum.

SECTION 19.   Amendments and Waivers.
              ----------------------

              Any term of this  Agreement  may be amended and the  observance of
any term of this  Agreement may be waived  (either  generally or in a particular
instance  and either  retroactively  or  prospectively),  only with the  written
consent of the Pledgor and the Collateral Agent. The Pledgor waives  presentment
and  protest of any  instrument  and notice  thereof,  notice of default and all
other notices to which the Pledgor might otherwise be entitled.


SECTION  20.  No Waiver; Cumulative Remedies.
              ------------------------------

              No failure on the part of the Collateral Agent to exercise, and no
delay in exercising,  any right,  power or remedy  hereunder  shall operate as a
waiver thereof nor shall any single or partial exercise of any such right, power
or remedy by Collateral  Agent preclude any other or further exercise thereof or
the  exercise  of any  right,  power  or  remedy.  All  remedies  hereunder  are
cumulative and are not exclusive of any other remedies provided by law.



                                      -9-
<PAGE>


SECTION  21.  Severability.
              ------------

              In case any security  interest or other right of Collateral  Agent
shall  be  held  to be  invalid,  illegal  or  unenforceable,  such  invalidity,
illegality or  unenforceability  shall not affect any other security interest or
other right, privilege or power granted under this Agreement.

SECTION  22.  Counterparts; Faxes.
              -------------------

              This Agreement may be executed in two or more  counterparts,  each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.  This Agreement may also be executed via facsimile,
which shall be deemed an original.

SECTION  23.  Miscellaneous
              -------------

              The  provisions  of this  Agreement  shall  be  binding  upon  the
successors and assigns of Pledgor.  The term "Collateral Agent", as used herein,
shall include any  successor or assign of Collateral  Agent at the time entitled
to the pledged interest in the Pledged Collateral.

SECTION  24.  Titles and Subtitles.
              --------------------

              The  titles  and  subtitles  used in this  Agreement  are used for
convenience only and are not to be considered in construing or interpreting this
Agreement.

SECTION  25.  Recapture.
              ---------

              Anything in this  Agreement  to the contrary  notwithstanding,  if
Collateral   Agent   receives   any  payment  or  payments  on  account  of  the
Indebtedness,  which  payment or payments or any part  thereof are  subsequently
invalidated,  declared  to be  fraudulent  or  preferential,  set  aside  and/or
required  to be repaid to a  trustee,  receiver,  or any other  party  under the
United  States  Bankruptcy  Code,  as  amended,  or any other  federal  or state
bankruptcy,  reorganization,   moratorium  or  insolvency  law  relating  to  or
affecting  the  enforcement  of  creditors'  rights  generally,  common  law  or
equitable  doctrine,  then to the  extent  of any sum not  finally  retained  by
Collateral Agent,  Pledgor's obligations to Collateral Agent shall be reinstated
and this  Agreement  shall  remain in full force and  effect (or be  reinstated)
until payment shall have been made to Collateral  Agent,  which payment shall be
due on demand.

SECTION  26.  Subordination.
              -------------

              The pledge of the Pledged Stock  hereunder shall be subordinate to
the liens granted in connection with the Senior Debt pursuant to the terms of an
intercreditor  agreement among the Pledgor,  Collateral Agent and the holders of
the Senior Debt which shall be  requested  by the holders of the Senior Debt and
in form and substance  reasonably  satisfactory to the Collateral  Agent and the
other Investors.

SECTION 27.   Construction.
              ------------

              The  parties  acknowledge  that each  party and its  counsel  have
reviewed this Agreement and that the normal rule of  construction  to the effect
that any ambiguities are to be resolved  against the


                                      -10-
<PAGE>


drafting party shall not be employed in the  interpretation of this Agreement or
any amendments, schedules or exhibits hereto.

SECTION 28.   Costs and Expenses; Indemnification.
              -----------------------------------

              (a) The Pledgor shall pay all of the Collateral Agent's reasonable
out-of-pocket costs and expenses,  including without limitation  reasonable fees
and disbursements of counsel and appraisers, in connection with the preparation,
execution and delivery of this Agreement and in connection  with the prosecution
or defense of any action,  contest,  dispute,  suit or proceeding concerning any
matter in any way arising out of, related to or connected  with this  Agreement.
The  Pledgor  shall  also  pay  all  of  the   Collateral   Agent's   reasonable
out-of-pocket costs and expenses, including, without limitation, reasonable fees
and disbursements of counsel, in connection with (i) the preparation,  execution
and  delivery  of any  waiver,  any  amendment  thereto or consent  proposed  or
executed in connection  with the  transactions  contemplated  by this Agreement,
(ii) the Collateral Agent's obtaining  performance of the Pledgor's  obligations
under this Agreement,  including, but not limited to, the enforcement or defense
of the security interest in the Pledged Collateral  hereunder as valid perfected
security interests, (c) any attempt to inspect, verify, protect,  collect, sell,
liquidate  or  otherwise  dispose  of  any  Pledged  Collateral,   and  (d)  any
consultations in connection with any of the foregoing.

              (b) Any  such  amounts  payable  as  provided  hereunder  shall be
additional  Indebtedness  secured  hereby  and  by  the  other  Agreements.  The
provisions  of this  Section  28 shall  remain  operative  and in full force and
effect  regardless  of the  termination  of this  Agreement  or any of the other
Agreements,  the  consummation  of the  transactions  contemplated  hereby,  the
repayment of any of the Indebtedness,  the invalidity or unenforceability of any
term or  provision  of this  Agreement  or any of the other  Agreements,  or any
investigation  made by or on behalf of the  Collateral  Agent.  All  amounts due
under this Section 28 shall be payable on written demand therefor.



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                                      -11-
<PAGE>



      IN WITNESS  WHEREOF,  the parties have executed  this  Agreement or caused
their duly  authorized  officers to execute this  Agreement as of the date first
above written.

                               KROLL INC., as Pledgor



                               By: /s/
                                  ---------------------------------------
                                  Name:
                                  Title:


                               PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P.
                               By: Palisade Concentrate Holdings, LLC, its
                                   General Partner, as the Collateral
                                   Agent and an Investor



                               By: /s/
                                  ---------------------------------------
                                  Name:  Mark Hoffman
                                  Title: Member


                               PEGASUS PARTNERS II, L.P.,
                               By: Pegasus Investors II GP, LLC, its General
                                   Partner, as an Investor



                               By: /s/
                                  ---------------------------------------
                                  Name:
                                  Title:







                                      -12-