REGISTRATION RIGHTS AGREEMENT

      This  Registration  Rights Agreement (the  "Agreement") is made as of this
14th day of November,  2001 by and among Kroll Inc.,  an Ohio  corporation  (the
"Company"),  and the  "Investors"  named  in that  certain  Securities  Purchase
Agreement by and among the Company and the Investors, dated the date hereof (the
"Purchase Agreement").

      This Agreement is made pursuant to the Purchase Agreement.

      The parties hereby agree as follows:

      Section 1. Certain  Definitions.  Capitalized terms used and not otherwise
defined  herein  shall  have the  meanings  given  such  terms  in the  Purchase
Agreement.  As used in this  Agreement,  the  following  terms  shall  have  the
following meanings:

      "Affiliate"  means,  with  respect to any  Person,  any other  Person that
directly or indirectly  controls or is controlled by or is under common  control
with such Person. For the purposes of this definition,  "Control" when used with
respect to any Person,  means the  possession,  directly or  indirectly,  of the
power to direct or cause the  direction of the  management  and policies of such
Person,  whether  through the  ownership  of voting  securities,  by contract or
otherwise;  and the  terms  "Affiliated"  "Controlling"  and  "Controlled"  have
meanings correlative to the foregoing.

      "Business Day" means a day, other than a Saturday or Sunday,  or other day
on which  banks in the  State of New York are  closed  or  authorized  by law to
close.

      "Common Stock" shall mean the Company's  common stock,  par value $.01 per
share.

      "Investors" shall mean the Investors  identified in the Purchase Agreement
and any  Affiliate or permitted  transferee  of any Investor who is a subsequent
holder of any Registrable Securities.

      "Notes" shall mean the 6% Senior Secured  Subordinated  Convertible  Notes
due 2006 issued pursuant to the Purchase Agreement.

      "Prospectus"  shall  mean  the  prospectus  included  in any  Registration
Statement, as amended or supplemented by any prospectus supplement, with respect
to the  terms of the  offering  of any  portion  of the  Registrable  Securities
covered  by  such  Registration  Statement  and  by  all  other  amendments  and
supplements  to the  prospectus,  including  post-effective  amendments  and all
material incorporated by reference in such prospectus.

      "Register,"  "registered" and "registration"  refer to a registration made
by  preparing  and  filing a  Registration  Statement  or  similar  document  in
compliance with the 1933 Act (as defined below), and the declaration or ordering
of effectiveness of such Registration Statement or document.

<PAGE>


      "Registrable  Securities"  shall  mean:  (a) the Notes;  (b) the shares of
Common  Stock  issuable  upon  conversion  of the  Notes;  and  (iii)  any other
securities  issued or issuable  with respect to or in exchange  for  Registrable
Securities.

      "Registration  Statement"  shall mean any  registration  statement  of the
Company  filed  under  the  1933  Act  that  covers  the  resale  of  any of the
Registrable Securities pursuant to the provisions of this Agreement,  amendments
and  supplements  to  such  Registration  Statement,   including  post-effective
amendments,  all  exhibits and all  material  incorporated  by reference in such
Registration Statement.

      "Shares" shall mean the shares of Common Stock issuable upon conversion of
the Notes.

      "SEC" means the U.S. Securities and Exchange Commission.

      "1933 Act" means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.

      "1934 Act" means the Securities Exchange Act of 1934, as amended,  and the
rules and regulations of the SEC promulgated thereunder.

      2. Registration.

            (a)   Registration Statements.

                  (i)  Promptly  following  the  Closing  (but  not  later  than
forty-five  (45) days  thereafter),  the Company shall prepare and file with the
SEC a Registration  Statement on Form S-1 (or, if Form S-1 is not then available
to the Company,  on such form of registration  statement as is then available to
effect a registration for resale of the Registrable  Securities,  subject to the
Investors'  prior  written  consent),  covering  the  resale of the  Registrable
Securities and with regard to the Shares shall register an amount at least equal
to the number of shares of Common Stock issuable to the Investors on the Closing
Date pursuant to the Notes based upon the initial  Conversion  Price (as defined
in the Notes).  Such  Registration  Statement  also shall  cover,  to the extent
allowable  under the 1933 Act and the rules  promulgated  thereunder  (including
Rule  416),  such  indeterminate  number of  additional  shares of Common  Stock
resulting  from stock  splits,  stock  dividends  or similar  transactions  with
respect  to the  Registrable  Securities.  The  Company  shall  not  permit  any
securities  other  than  the  Registrable  Securities  to be  included  in  such
Registration  Statement.  The  Registration  Statement  (and each  amendment  or
supplement thereto, and each request for acceleration of effectiveness  thereof)
shall be provided in  accordance  with Section 3(c) hereof to the  Investors and
their counsel prior to its filing or other submission. The Company shall use its
reasonable  commercial  efforts to cause the Registration  Statement to be filed
pursuant to this Section  2(a)(i) to be declared  effective by the SEC not later
than the earlier of: (A) the date that is 135 days after the Closing  Date;  and
(B) ninety (90) days after the Registration Statement is filed with the SEC. The
Company shall keep the  Registration  Statement  filed  pursuant to this Section
2(a)(i)  effective and current under the 1933 Act until the date that is two (2)
years after the Closing Date, unless a replacement  Registration Statement filed
pursuant to Section  2(a)(iii) hereof shall have been declared  effective by the
SEC prior to the expiration of such two (2) year period,  in which case the time
provisions  set  forth in  Section  2(a)(iii)  hereof  shall  control,  provided
however, that such two (2)


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<PAGE>


year  period  shall be extended  until the date on which all of the  Registrable
Securities are eligible for resale pursuant to Rule 144(k) under the 1933 Act.

                  (ii)  Additional  Registrable  Securities.  Upon  the  written
demand of any Investor  and upon the issuance or deemed  issuance by the Company
of  shares of Common  Stock  such as to  trigger  the  anti-dilution  provisions
contained in the Notes regarding issuances or deemed issuances by the Company of
shares  of  Common  Stock at a price  per  share  less  than the then  effective
Conversion  Price,  or any  other  change  in the  Conversion  Price  such  that
additional  shares of Common  Stock become  issuable  pursuant to the Notes (the
"Additional  Note Shares"),  the Company shall prepare and file with the SEC one
or more  Registration  Statements on Form S-1 or Form S-3 if the Company is then
eligible  to use Form S-3 (or,  if Form S-1 or Form S-3,  as the case may be, is
not then available to the Company, on such form of registration  statement as is
then available to effect a registration for resale of such additional  shares of
Common Stock,  subject to the  Investors'  prior written  consent)  covering the
resale of the Additional Note Shares, but only to the extent the Additional Note
Shares are not at the time covered by an effective Registration Statement.  Such
Registration  Statement also shall cover, to the extent allowable under the 1933
Act  and  the  rules   promulgated   thereunder   (including   Rule  416),  such
indeterminate  number of additional  shares of Common Stock resulting from stock
splits,  stock dividends or similar  transactions with respect to the Additional
Note  Shares.  The  Company  may permit  securities  other than the  Registrable
Securities to be included in such  Registration  Statement;  provided,  that the
inclusion of such securities in such Registration  Statement shall not affect or
limit  the  number  of  Registrable  Securities  included  in such  Registration
Statement. The Registration Statement (and each amendment or supplement thereto,
and each request for acceleration of effectiveness thereof) shall be provided in
accordance  with Section 3(c) hereof to the Investors and their counsel prior to
its filing or other submission. A Registration Statement covering the Additional
Note Shares shall be filed by the Company  with the SEC within  thirty (30) days
of the request of any Investor.  The Company shall use its reasonable commercial
efforts to cause the Registration Statement to be filed pursuant to this Section
2(a)(ii) to be declared  effective by the SEC not later than the earlier of: (A)
the date that is one  hundred  and twenty  (120) days after the date on which an
Investor shall have requested such  registration of Additional Note Shares;  and
(B) ninety (90) days after the Registration Statement is filed with the SEC. The
Company shall keep the  Registration  Statement  filed  pursuant to this Section
2(a)(ii) effective and current under the 1933 Act until the date on which all of
the Registrable Securities are eligible for resale pursuant to Rule 144(k) under
the 1933 Act,  unless a replacement  Registration  Statement  filed  pursuant to
Section 2(a)(iii) hereof shall have been declared  effective by the SEC prior to
the  expiration of such period,  in which case the time  provisions set forth in
Section 2(a)(iii) hereof shall control.

                  (iii)  Registration  on Form S-3.  Promptly after such time as
the Company is eligible  to use Form S-3 (but not later than  fifteen  (15) days
after becoming  eligible),  irrespective of any prior filing of any Registration
Statement in respect of any  Registrable  Securities,  the Company shall prepare
and file with the SEC a replacement  Registration  Statement on Form S-3 (or, if
Form S-3 is not then  available  to the  Company,  on such form of  registration
statement  as is then  available  to  effect a  registration  for  resale of the
Registrable  Securities,  subject  to the  Investors'  prior  written  consent),
covering the resale of the Registrable  Securities and with regard to the Shares
shall  register an amount at least equal to the number of shares of Common Stock
issuable to the Investors on the date of filing such


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<PAGE>


Registration  Statement  on Form S-3  pursuant  to the Notes based upon the then
effective Conversion Price. Such Registration Statement also shall cover, to the
extent  allowable  under  the  1933  Act and the  rules  promulgated  thereunder
(including Rule 416), such  indeterminate  number of additional shares of Common
Stock resulting from stock splits,  stock dividends or similar transactions with
respect to the Registrable  Securities.  The Company may permit securities other
than the Registrable  Securities to be included in such Registration  Statement;
provided,  that the inclusion of such securities in such Registration  Statement
shall not affect or limit the number of Registrable  Securities included in such
Registration  Statement.  The  Registration  Statement  (and each  amendment  or
supplement thereto, and each request for acceleration of effectiveness  thereof)
shall be provided in  accordance  with Section 3(c) hereof to the  Investors and
their counsel prior to its filing or other submission. The Company shall use its
reasonable  commercial  efforts to cause the Registration  Statement to be filed
pursuant to this Section 2(a)(iii) to be declared effective by the SEC not later
than the earlier of: (A) the date that is seventy  five (75) days after the date
on which the Company  became  eligible to use Form S-3;  and (B) sixty (60) days
after the  Registration  Statement is filed with the SEC. The Company shall keep
the Registration  Statement filed pursuant to this Section  2(a)(iii)  effective
and  current  under the 1933 Act until the date on which all of the  Registrable
Securities are eligible for resale pursuant to Rule 144(k) of the 1933 Act.

                  (iv) (A) If the Company at any time  proposes to register  any
of its  securities  under  the 1933 Act for sale to the  public  pursuant  to an
underwritten  offering,  whether for its own account or for the account of other
stockholders  of the  Company  or both,  each  such time it will  promptly  give
written notice to all holders of the Registrable Securities (whether or not such
Registrable  Securities  are  currently  registered  under  the 1933 Act) of its
intention  so to do.  Upon the  written  request  of any such  holder,  which is
received by the Company  within  fifteen  (15) days after the giving of any such
notice by the  Company,  to register  and include any or all of its  Registrable
Securities  (whether  or not  currently  registered  under the 1933 Act) in such
underwritten offering, the Company will use its reasonable commercial efforts to
cause such Registrable  Securities as to which  registration and inclusion shall
have been so requested to be included in such registration statement.  The right
of any holder of such Registrable  Securities to include Registrable  Securities
in such  registration  shall be conditioned upon such holder's  participation in
such  underwriting  to the extent  provided  herein.  The Company may abandon or
withdraw any such  registration  at any time without any liability or obligation
to any holder of Registrable Securities.

                  (B)  Notwithstanding  any  other  provision  of  this  Section
2(a)(iv), if the managing underwriter or underwriters  determine that the number
of shares to be included in such registration (including any securities that the
Company,  the holders of Registrable  Securities and any other stockholders with
registration  rights  (other than  Registrable  Securities)  exceeds the largest
number of shares  that can be sold  without  having  an  adverse  effect on such
offering  (the  "Maximum  Offering  Size"),  the  Company  will  include in such
registration, in the following priority, up to the Maximum Offering Size:

                        (w) first,  that number of the securities held
         by any stockholders exercising a demand registration pursuant
         to a written  agreement  between  such  stockholders  and the
         Company,  if any,  as would not cause the  offering to exceed
         the Maximum  Offering Size  (allocated,  if


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<PAGE>



         necessary for the offering not to exceed the Maximum Offering
         Size,  pro rata among such holders on the basis of the number
         of  shares  of  registrable  securities  so  requested  to be
         included in such registration); and

                        (x) second,  if the Maximum  Offering Size has
         not been exceeded,  that number of securities  proposed to be
         registered for the account of the Company; and

                        (y) third,  if the Maximum  Offering  Size has
         not been exceeded, all Registrable Securities requested to be
         included in such  registration  by the holders of Registrable
         Securities and any other securities proposed to be registered
         for the  account of any person  with  piggyback  registration
         rights pursuant to a written agreement  executed prior to the
         delivery  of the  notice  set forth in  Section  4(a)  hereof
         (allocated,  if necessary  for the offering not to exceed the
         Maximum  Offering  Size,  pro rata among such  holders on the
         basis of the number of shares of  Registrable  Securities and
         other   securities  so  requested  to  be  included  in  such
         registration); and

                        (z) fourth,  if the Maximum  Offering Size has
         not been exceeded,  any securities  proposed to be registered
         for the  account of any other  persons  with such  priorities
         among them as the Company shall determine.

            (b) Expenses. The Company will pay all expenses associated with each
registration under this Agreement,  including,  without  limitation,  filing and
printing fees,  counsel and accounting fees and expenses,  costs associated with
clearing the Registrable  Securities for sale under  applicable state securities
laws, listing fees and the Investors' reasonable expenses in connection with the
registration including,  without limitation, the reasonable attorney fees of one
counsel  to  the  Investors,  but  excluding  discounts,  commissions,  fees  of
underwriters,  selling brokers,  dealer managers or similar securities  industry
professionals with respect to the Registrable Securities being sold.

            (c) Failure to Comply. If a Registration Statement: (i) is not filed
within the time  periods  set forth in any of Section  2(a)(i)  through  Section
2(a)(iii)  hereof,  as the case may be;  (ii) is not  effective  by the time set
forth in any of Section 2(a)(i) through Section  2(a)(iii)  hereof,  as the case
may be; or (iii) is suspended  or otherwise is not  effective or current for any
reason  for at  least  thirty  (30)  days  during  any  period  that it is to be
effective  or current as  provided  in any of Section  2(a)(i)  through  Section
2(a)(iii)  and Section 3(j) hereof,  as the case may be, the per annum  interest
rate pursuant to the Notes shall increase by one-half of one percent (0.50%) for
each thirty (30) day period (or pro rata for any  portion  thereof):  (x) during
which the obligation to file a  Registration  Statement is not met; (y) during a
period when a  Registration  Statement was to be declared  effective and has not
been declared  effective;  or (z) during a period when a Registration  Statement
was  suspended,  otherwise not effective or current;  provided that the interest
rate  pursuant to the Notes shall return to the  interest  rate in effect on the
Closing Date upon the  satisfaction by the Company of its applicable  obligation
under Section 2(a) or Section 3(j) hereof.  Such adjustment in the interest rate
under the Notes,  if any, is


                                      -5-
<PAGE>


liquidated  damages  and not a  penalty  and shall be the sole  monetary  remedy
available  to the holder for the failure of the Company to comply with  Sections
2(a) and 3(j)  hereof,  provided,  however  that if an  Acceleration  Notice (as
defined in the Notes) has been delivered the interest rate under the Notes shall
be as provided in Section 1(b) of the Notes.

            (d) Underwritten  Offering. If any of the Registrable Securities are
to be sold in an  underwritten  offering  at the request of the  Investors,  the
investment  banker that will  administer  the  offering  will be selected by the
Company  with the  consent  of the  holders  of a  majority  of the  Registrable
Securities  included in such offering,  which consent shall not be  unreasonably
withheld.   No  holder  of  Registrable   Securities  may   participate  in  any
underwritten  offering  hereunder  unless  such  holder:  (i) agrees to sell its
Registrable  Securities  on the basis  provided in any  underwriting  agreements
approved by the Persons  entitled  hereunder to approve such  arrangements;  and
(ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting  agreements  and other  documents  required under the terms of such
arrangements.

      3.  Company  Obligations.  The Company  will use  commercially  reasonable
efforts to effect the  registration of the Registrable  Securities in accordance
with the terms hereof,  and pursuant  thereto the Company will, as expeditiously
as possible:

            (a) use commercially  reasonable  efforts to cause such Registration
Statement  to become  effective  and to remain  continuously  effective  for the
periods provided in Section 2(a) hereof;

            (b) prepare and file with the SEC such amendments and post-effective
amendments to the Registration  Statement and the Prospectus as may be necessary
to keep the Registration Statement effective for the period specified in Section
2(a) hereof and to comply with the  provisions  of the 1933 Act and the 1934 Act
with respect to the  distribution of all of the Registrable  Securities  covered
thereby;

            (c) provide copies to and permit counsel designated by the Investors
to review each Registration Statement and all amendments and supplements thereto
no fewer than seven (7) days prior to their filing with the SEC and not file any
document to which such counsel reasonably objects;

            (d) furnish to the Investors and their legal  counsel:  (i) promptly
after the same is  prepared  and  publicly  distributed,  filed with the SEC, or
received  by the  Company  (but not later than two (2)  Business  Days after the
filing date,  receipt date or sending  date, as the case may be) one (1) copy of
any  Registration   Statement  and  any  amendment  thereto,   each  preliminary
prospectus and Prospectus  and each  amendment or supplement  thereto,  and each
letter  written  by or on behalf of the  Company  to the SEC or the staff of the
SEC,  and each item of  correspondence  from the SEC or the staff of the SEC, in
each case relating to such Registration Statement (other than any portion of any
thereof which contains information for which the Company has sought confidential
treatment);  and (ii)  such  number  of  copies  of a  Prospectus,  including  a
preliminary  prospectus,  and all  amendments and  supplements  thereto and such
other  documents as each Investor may reasonably  request in order to facilitate
the


                                      -6-
<PAGE>


      disposition of the Registrable  Securities owned by such Investor that are
covered by the related Registration Statement;

            (e) in the event of an  underwritten  offering,  the  Company  shall
enter  into  and  perform  its  reasonable  obligations  under  an  underwriting
agreement, in usual and customary form, including, without limitation, customary
indemnification  and  contribution  obligations,  with the  underwriter  of such
offering;

            (f) if required by the underwriter,  or if any Investor is described
in the Registration  Statement as an underwriter,  the Company shall furnish, on
the effective date of the Registration  Statement (except with respect to clause
3(f)(i) below) and on the date that  Registrable  Securities are delivered to an
underwriter,  if any, for sale in  connection  with the  Registration  Statement
(including  any  Investor  deemed to be an  underwriter):  (i) in the case of an
underwritten  offering, an opinion,  dated as of the closing date of the sale of
Registrable  Securities  to the  underwriters,  from  independent  legal counsel
representing the Company for purposes of such Registration  Statement,  in form,
scope and substance as is customarily given in an underwritten  public offering,
addressed  to  the  underwriters   and  the  Investors   participating  in  such
underwritten  offering and (ii) a letter, dated as of the effective date of such
Registration Statement and confirmed as of the applicable dates described above,
from  the  Company's  independent  certified  public  accountants  in  form  and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten  public offering,  addressed to the underwriters
(including any Investor deemed to be an underwriter);

            (g) use commercially reasonable efforts to: (i) prevent the issuance
of any stop order or other suspension of  effectiveness  and; (ii) if such order
is issued,  obtain the  withdrawal  of any such order at the  earliest  possible
moment;

            (h) prior to any public  offering  of  Registrable  Securities,  use
commercially  reasonable  efforts to register or qualify or  cooperate  with the
Investors and their counsel in connection with the registration or qualification
of such  Registrable  Securities for offer and sale under the securities or blue
sky laws of such  jurisdictions  requested by the  Investors  and do any and all
other  commercially  reasonable acts or things  necessary or advisable to enable
the distribution in such jurisdictions of the Registrable  Securities covered by
the Registration Statement;  and provide evidence of any such action so taken to
such Investor promptly upon such filing;  and continue such qualification at all
times through the resale of all Registrable Securities;  provided, however, that
the  Company  will  not  be  required  to  (x)  qualify  to do  business  in any
jurisdiction  where it would not  otherwise  be required to qualify but for this
paragraph (h), (y) subject itself to general  taxation in any such  jurisdiction
or (z) file a general consent to service of process in any such jurisdiction.

            (i) use  commercially  reasonable  efforts to cause all  Registrable
Securities  covered by a Registration  Statement to be listed on each securities
exchange,  interdealer  quotation  system  or  other  market  on  which  similar
securities issued by the Company are then listed;

            (j) immediately notify the Investors,  at any time when a Prospectus
relating to  Registrable  Securities is required to be delivered  under the 1933
Act,  upon  discovery


                                      -7-
<PAGE>


      that,  or upon  the  happening  of any  event as a result  of  which,  the
Prospectus included in a Registration  Statement, as then in effect, includes an
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements  therein not misleading
in light of the circumstances then existing or is no longer current,  and at the
request of any such holder,  as promptly as reasonably  practicable  prepare and
furnish to such holder a reasonable  number of copies of a  supplement  to or an
amendment  of such  Prospectus  as may be  necessary  such that,  as  thereafter
delivered to the  purchasers of such  Registrable  Securities,  such  Prospectus
shall (i) not include an untrue  statement of a material fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in light of the  circumstances  then existing and (ii) be
current; and

            (k) otherwise use commercially  reasonable  efforts to comply in all
material respects with all applicable rules and regulations of the SEC under the
1933  Act and the  1934  Act,  take  such  other  actions  as may be  reasonably
necessary  to  facilitate  the   registration  of  the  Registrable   Securities
hereunder;  and make  available to its security  holders,  as soon as reasonably
practicable, but not later than the date on which such filings are made with the
SEC,  copies of the Company's  filings under the 1933 Act and 1934 Act made with
the SEC.

            (l) with respect to any Registration  Statement filed or to be filed
pursuant  to  Section  2(a)  above,  if the Board of  Directors  of the  Company
determines that, in its reasonable good faith judgment, it would (because of the
existence of, or in reasonable  anticipation  of, any  acquisition  or corporate
reorganization or other transaction,  financing  activity,  or other development
involving the Company or any Subsidiary (as defined in the Purchase  Agreement),
or the  unavailability  for reasons beyond the Company's control of any required
financial statements related to such acquisition or corporate  reorganization or
any other  event or  condition  of similar  significance  to the  Company or any
Subsidiary) be materially  disadvantageous (a "Material Development  Condition")
to the Company or any  Subsidiary to file such  Registration  Statement with the
SEC, or to amend or supplement a Registration Statement that has been filed with
the SEC, then the Company shall,  notwithstanding  any other  provisions of this
Agreement, be entitled, upon the giving to the Investors of a certificate signed
by an executive officer of the Company stating that in the reasonable good faith
judgment of the Board of Directors  that a Material  Development  Condition  has
occurred (a "Delay Notice"), (i) to cause sales of Registrable Securities by the
Investors pursuant to such Registration  Statement to cease or (ii) in the event
no such  Registration  Statement  has yet been filed or declared  effective,  to
delay the filing of any such  Registration  Statement  until,  in the reasonable
good  faith  judgment  of the  Board of  Directors,  such  Material  Development
Condition no longer exists (notice of which the Company shall  promptly  deliver
to the holder of the  Registrable  Securities).  Notwithstanding  the  foregoing
provisions of this Section 3(l): (1) in no event may such cessation or delay be,
for each such  Registration  Statement,  for a period of more than  ninety  (90)
consecutive days in any twelve-month  period from the giving of its Delay Notice
to the Investors with respect to such Material Development  Condition,  as above
provided;   and  (2)  in  the  event  a  Registration  Statement  is  filed  and
subsequently  withdrawn  or if the  Investors  are  required  to cease  using an
effective  Registration  Statement,  by reason of any  existing  or  anticipated
Material Development  Condition as provided above, the Company shall cause a new
Registration   Statement  or  an  amendment  or   supplement   to  an  effective
Registration  Statement covering the Registrable Securities to be filed with the
SEC as soon as  practicable,  but in no event more than thirty (30) days,  after
such Material  Development  Condition ceases to exist or, if sooner,  as soon


                                      -8-
<PAGE>


      as  practicable  after the  expiration  of such  ninety  (90) day  period.
Nothing  contained in this Section 3(l) shall modify the  Company's  obligations
under Section 1(c) of the Notes.

      4. Due Diligence  Review;  Information.  The Company shall make available,
during normal business hours and on reasonable notice, for inspection and review
by the Investors,  advisors to and  representatives of the Investors (who may or
may not be affiliated  with the Investors and who are  reasonably  acceptable to
the Company),  any underwriter  participating  in any disposition of Registrable
Securities on behalf of the Investors  pursuant to a  Registration  Statement or
amendments or  supplements  thereto or any blue sky,  NASD or other filing,  all
financial  and other  records,  all SEC  Filings  (as  defined  in the  Purchase
Agreement) and other filings with the SEC, and all other corporate documents and
properties of the Company as may be reasonably necessary for the purpose of such
review,  and cause the Company's  officers,  directors and  employees,  within a
reasonable time period, to supply all such information  reasonably  requested by
the Investors or any such  representative,  advisor or underwriter in connection
with such Registration Statement (including,  without limitation, in response to
all questions and other inquiries  reasonably made or submitted by any of them),
prior to and  from  time to time  after  the  filing  and  effectiveness  of the
Registration  Statement  for the sole purpose of enabling the Investors and such
representatives,  advisors and underwriters and their respective accountants and
attorneys  to conduct  initial  and ongoing due  diligence  with  respect to the
Company and the accuracy of such Registration Statement.

The Company shall not disclose material nonpublic  information to the Investors,
or to  advisors  to  or  representatives  of  the  Investors,  unless  prior  to
disclosure of such information the Company  identifies such information as being
material  nonpublic  information  and provides the Investors,  such advisors and
representatives with the opportunity to accept or refuse to accept such material
nonpublic  information  for  review.  If the  Investors  decide to  accept  such
material  nonpublic  information,  they shall not receive such information until
they shall have entered into a  confidentiality  agreement with the Company,  in
form and substance satisfactory to the Company.

      5.    Obligations of the Investors.

            (a) Each  Investor  shall  furnish in writing  to the  Company  such
information  regarding  itself,  the  Registrable  Securities  held  by it,  the
intended method of disposition of the Registrable Securities held by it and such
other  information  as may be required to be disclosed by it under the 1933 Act,
as shall be reasonably  required to effect the  registration of such Registrable
Securities and shall execute such documents in connection with such registration
as the Company may reasonably  request. At least ten (10) Business Days prior to
the first  anticipated  filing date of any Registration  Statement,  the Company
shall notify each  Investor of the  information  the Company  requires from such
Investor  if such  Investor  elects  to have any of the  Registrable  Securities
included  in  the  Registration   Statement.  An  Investor  shall  provide  such
information  to the Company at least five (5)  Business  Days prior to the first
anticipated  filing date of such Registration  Statement if such Investor elects
to  have  any  of the  Registrable  Securities  included  in  such  Registration
Statement.

            (b) Each Investor,  by its acceptance of the Registrable  Securities
agrees to cooperate  with the Company as reasonably  requested by the Company in
connection  with  the  preparation  and  filing  of  a  Registration   Statement
hereunder,  unless  such  Investor  has  notified


                                      -9-
<PAGE>


the  Company in  writing  of its  election  to  exclude  all of its  Registrable
Securities from such Registration Statement.

            (c)  In  the  event  of  an  underwritten  offering  which  includes
Registrable Securities of the Investors, each such Investor agrees to enter into
and  perform  its  obligations  under an  underwriting  agreement,  in usual and
customary form,  including,  without limitation,  customary  indemnification and
contribution  obligations,  with the managing  underwriter  of such offering and
take such other  actions as are  reasonably  required  in order to  expedite  or
facilitate the disposition of the Registrable Securities.

            (d) Each Investor  agrees that,  upon receipt of any Delay Notice or
any notice from the  Company of the  happening  of an event  pursuant to Section
3(j)  hereof,  such  Investor  will  immediately   discontinue   disposition  of
Registrable  Securities  pursuant to the  Registration  Statement  covering such
Registrable  Securities,  until  the  Investor's  receipt  of the  copies of the
supplemented  or amended  Prospectus  filed with the SEC and declared  effective
and, if so directed by the Company,  the Investor  shall  deliver to the Company
(at the  expense of the  Company)  or  destroy  (and  deliver  to the  Company a
certificate  of  destruction)  all copies in the  Investor's  possession  of the
Prospectus covering the Registrable Securities current at the time of receipt of
such notice.

            (e) No Investor  may  participate  in any third  party  underwritten
registration  hereunder unless it: (i) agrees to sell the Registrable Securities
on the basis provided in any  underwriting  arrangements  in usual and customary
form   entered   into  by  the  Company;   (ii)   completes   and  executes  all
questionnaires,   powers   of   attorney,   custody   agreements,   indemnities,
underwriting  agreements and other documents reasonably required under the terms
of such underwriting arrangements; and (iii) agrees to pay its pro rata share of
all underwriting  discounts and commissions.  Notwithstanding the foregoing,  no
Investor  shall be required  to make any  representations  to such  underwriter,
other than those with respect to itself and the Registrable  Securities owned by
it,   including  its  right  to  sell  the  Registrable   Securities,   and  any
indemnification  in favor of the  underwriter by the Investors  shall be several
and not joint and limited in the case of any Investor,  to the proceeds received
by such Investor from the sale of its Registrable  Securities.  The scope of any
such  indemnification  in favor of an  underwriter  shall be limited to the same
extent as the indemnity provided in Section 6(b) hereof.

      6.    Indemnification.

            (a) Indemnification by the Company. The Company will, to the fullest
extent  permitted by law,  indemnify  and hold  harmless  each  Investor and its
officers,  directors, members, employees and agents, successors and assigns, and
each other person, if any, who controls such Investor (within the meaning of the
1933 Act),  against  any  losses,  claims,  damages,  liabilities  and  expenses
(including  reasonable attorney fees), joint or several, to which such Investor,
officer,  director,  member, or controlling  person may become subject under the
1933 Act or otherwise,  insofar as such losses,  claims,  damages or liabilities
(or actions in respect  thereof)  arise out of or are based upon: (i) any untrue
statement or alleged  untrue  statement of any  material  fact  contained in any
Registration Statement, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement  thereof;  (ii) any blue sky


                                      -10-
<PAGE>


application  or other  document  executed by the Company  specifically  for that
purpose or based upon written information  furnished by the Company filed in any
state or other  jurisdiction  in order to qualify any or all of the  Registrable
Securities under the securities laws thereof (any such application,  document or
information  herein  called a "Blue Sky  Application");  (iii) the  omission  or
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the statements  therein (in the case of the Prospectus,  in
light of the circumstances under which they were made) not misleading;  (iv) any
violation  by the  Company or its agents of any rule or  regulation  promulgated
under the 1933 Act  applicable  to the  Company or its agents  and  relating  to
action or inaction required of the Company in connection with such registration;
or (v) any failure to register or qualify the Registrable Securities included in
any  such  Registration  in any  state  where  the  Company  or its  agents  has
affirmatively  undertaken  or agreed in writing that the Company will  undertake
such  registration or qualification on an Investor's  behalf (the undertaking of
any underwriter  chosen by the Company being attributed to the Company) and will
reimburse such Investor, and each such officer, director or member and each such
controlling person for any legal or other expenses  reasonably  incurred by them
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability or action;  provided,  however, that the Company will not be liable in
any such  case if and to the  extent  that  any  such  loss,  claim,  damage  or
liability  or  expense  arises out of or is based  upon an untrue  statement  or
alleged untrue  statement or omission or alleged  omission so made in conformity
with information  furnished by such Investor or any such  controlling  person in
writing specifically for use in such Registration Statement or Prospectus.  This
Section 6(a) shall not inure to the benefit of any Investor from whom the person
asserting any such losses,  claims, damages or liabilities purchased Registrable
Securities  if a copy of the  Prospectus  (as then amended or  supplemented  and
furnished by the Company to the  Investor) was not sent or given by or on behalf
of such  Investor to such  person,  if such is required by law,  within the time
required by the 1933 Act and if such Prospectus (as so amended or  supplemented)
would  have  cured  the  defect  giving  rise to such  loss,  claim,  damage  or
liability.

            (b)  Indemnification  by  the  Investors.  In  connection  with  any
registration pursuant to the terms of this Agreement, each Investor will furnish
to the Company in writing such  information as the Company  reasonably  requests
concerning  the holders of  Registrable  Securities  or the  proposed  manner of
distribution for use in connection with any Registration Statement or Prospectus
and agrees,  severally but not jointly,  to indemnify and hold harmless,  to the
fullest  extent  permitted  by  law,  the  Company,  its  directors,   officers,
employees,  stockholders  and each person who controls  the Company  (within the
meaning of the 1933 Act) against any losses,  claims,  damages,  liabilities and
expenses  (including   reasonable  attorney  fees)  resulting  from  any  untrue
statement  or alleged  untrue  statement  of a material  fact or any omission or
alleged  omission of a material fact  required to be stated in the  Registration
Statement or  Prospectus  or  preliminary  prospectus or amendment or supplement
thereto or  necessary  to make the  statements  therein not  misleading,  to the
extent,  but only to the  extent  that such  untrue  statement  or  omission  is
contained  in any  information  furnished  in  writing by such  Investor  to the
Company specifically for inclusion in such Registration  Statement or Prospectus
or  amendment  or  supplement  thereto.  In no event shall the  liability  of an
Investor be greater in amount than the dollar amount of the proceeds (net of all
expenses  paid by such  Investor  and the amount of any damages  such holder has
otherwise  been  required  to pay by reason of such  untrue  or  alleged  untrue
statement or omission or alleged  omission)  received by such  Investor upon the


                                      -11-
<PAGE>


sale of the Registrable Securities included in the Registration Statement giving
rise to such indemnification obligation.

            (c) Conduct of Indemnification  Proceedings.  Any person entitled to
indemnification  hereunder  shall:  (i) give prompt  notice to the  indemnifying
party of any claim  with  respect  to which it seeks  indemnification;  and (ii)
permit such indemnifying  party to assume the defense of such claim with counsel
reasonably  satisfactory  to the  indemnified  party;  provided  that any person
entitled to  indemnification  hereunder  shall have the right to employ separate
counsel and to participate  in (but not control) the defense of such claim,  but
the fees and  expenses  of such  counsel  shall be at the expense of such person
unless: (A) the indemnifying  party has agreed to pay such fees or expenses;  or
(B) the indemnifying party shall have failed to assume the defense of such claim
and  employ  counsel  reasonably  satisfactory  to  such  person;  or (C) in the
reasonable  judgment  of any such  person,  based  upon  written  advice  of its
counsel,  a conflict of interest exists between such person and the indemnifying
party with  respect to such claims (in which case,  if the person  notifies  the
indemnifying party in writing that such person elects to employ separate counsel
at the expense of the indemnifying  party, the indemnifying party shall not have
the right to  assume  the  defense  of such  claim on  behalf  of such  person);
provided, further, that the indemnifying party shall not be obligated to pay the
fees and expenses of more than one counsel for all parties  indemnified  by such
indemnifying party; and provided,  further,  that the failure of any indemnified
party to give notice as provided herein shall not relieve the indemnifying party
of its  obligations  hereunder,  except to the extent that such  failure to give
notice shall materially  adversely affect the indemnifying  party in the defense
of any such claim or litigation.  No  indemnifying  party will,  except with the
consent of the indemnified party, consent to entry of any judgment or enter into
any settlement that does not include as an unconditional term thereof the giving
by the  claimant or plaintiff  to such  indemnified  party of a release from all
liability in respect of such claim or litigation.  The  indemnifying  party will
not be subject to any liability for any settlement made without its consent.

            (d) Contribution. If for any reason the indemnification provided for
in the preceding  subparagraphs  (a) and (b) is  unavailable  to an  indemnified
party or  insufficient  to hold it harmless,  other than as expressly  specified
therein,  then the  indemnifying  party shall  contribute  to the amount paid or
payable  by the  indemnified  party as a result of such loss,  claim,  damage or
liability in such  proportion as is appropriate to reflect the relative fault of
the indemnified party and the indemnifying  party, as well as any other relevant
equitable  considerations.  No  person  guilty of  fraudulent  misrepresentation
within  the  meaning  of  Section  11(f) of the 1933 Act  shall be  entitled  to
contribution from any person not guilty of such fraudulent misrepresentation. In
no event shall the contribution obligation of a holder of Registrable Securities
be greater in amount than the dollar amount of the proceeds (net of all expenses
paid by such holder and the amount of any damages such holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission) received by it upon the sale of the Registrable  Securities
giving rise to such contribution obligation.

      7.    Miscellaneous.

            (a)  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


                                      -12-
<PAGE>


the Company and the Required  Investors.  Any  amendment  or waiver  effected in
accordance  with  this  paragraph  shall be  binding  upon  each  holder  of any
Registrable  Securities,  each  future  holder of all such  securities,  and the
Company.

            (b) Notices.  All notices and other  communications  provided for or
permitted  hereunder  shall be made as set forth in Section 8.4 of the  Purchase
Agreement.

            (c) Assignments  and Transfers by Investors.  The provisions of this
Agreement  shall be binding upon and inure to the benefit of the  Investors  and
their respective  successors and assigns. An Investor may transfer or assign, in
whole or, from time to time in part, to one or more Persons its rights hereunder
in connection with the transfer of Registrable  Securities  aggregating at least
ten percent (10%) in principal amount of the outstanding Notes of such Investor,
or ten percent (10%) of all of the Shares of such Investor,  as the case may be,
by such Investor to such Person,  provided that such Investor  complies with all
laws applicable thereto and the Purchase  Agreement,  provides written notice of
assignment to the Company  promptly after such  assignment is effected,  and any
such transferee agrees to be bound by the provisions of this Agreement.

            (d) Assignments and Transfers by the Company. This Agreement may not
be assigned by the Company  (whether by operation of law or  otherwise)  without
the prior written consent of the Required Investors.

            (e)  Benefits of the  Agreement.  The terms and  conditions  of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
permitted  successors  and assigns of the  parties.  Nothing in this  Agreement,
express or implied,  is intended to confer upon any party other than the parties
hereto  or  their  respective  successors  and  assigns  any  rights,  remedies,
obligations,  or  liabilities  under or by reason of this  Agreement,  except as
expressly provided in this Agreement.

            (f)  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.

            (g) 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.

            (h) Severability. Any provision of this Agreement that is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
invalidating the remaining  provisions  hereof but shall be interpreted as if it
were  written  so as to be  enforceable  to  the  maximum  extent  permitted  by
applicable law, and any such prohibition or unenforceability in any jurisdiction
shall  not  invalidate  or  render  unenforceable  such  provision  in any other
jurisdiction.  To the extent  permitted by  applicable  law, the parties  hereby
waive any provision of law which  renders any  provisions  hereof  prohibited or
unenforceable in any respect.


                                      -13-
<PAGE>


            (i) Further  Assurances.  The parties  shall execute and deliver all
such further  instruments  and  documents and take all such other actions as may
reasonably be required to carry out the transactions  contemplated hereby and to
evidence the fulfillment of the agreements herein contained.

            (j) Entire Agreement. This Agreement is intended by the parties as a
final  expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the  subject  matter  contained  herein.  This  Agreement  supersedes  all prior
agreements and  understandings  between the parties with respect to such subject
matter.

            (k) Governing Law; Consent to Jurisdiction.  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  the
Agreements  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.



                         [SIGNATURES BEGIN ON NEXT PAGE]






                                      -14-
<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.



The Company:                      KROLL INC.



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




The Investors:                    PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P.

                                  By: Palisade Concentrated Holdings, L.L.C.
                                      as General Partner



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




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



                                  By: /s/
                                     --------------------------------------
                                     Name:  Jonathan I. Berger
                                     Title: Vice President





                                      -15-