Kroll-O'Gara Announces Agreement in Principle to Acquire InPhoto Surveillance

The Kroll-O'Gara Company has reached an agreement in principle to acquire all of the capital stock of Kizorek, Inc. The transaction, which will cost Kroll 800,000 shares of its common stock is expected to qualify for "pooling of interests" accounting treatment under generally accepted accounting principles. The proposed agreement is subject to, among other conditions, satisfactory completion of due diligence, execution of definitive agreements, and approval by both companies' boards of directors.

Kizorek, Inc., headquartered in Naperville, Illinois, conducts business as InPhoto Surveillance. It is a leading claims investigation agency which primarily provides video surveillance services to insurance companies, corporations, and government agencies in connection with investigating disability claims. The Company provides services to clients throughout the United States and also operates in Western Europe and South Africa.

Bill Kizorek, InPhoto's founder and CEO, will continue to lead the Company. In addition, he will become a senior executive of The Kroll-O'Gara Company. Mr. Kizorek is an internationally recognized lecturer and authority on insurance investigations and risk management and has authored 10 books on the subject. For the fiscal year ended October 31, 1997, Kizorek, Inc. had revenues of $14.5 million.