EXHIBIT 10.1

EMPLOYMENT AGREEMENT

AGREEMENT, effective as of October 1, 2006, between KENNETH M. DARBY (hereinafter called "Darby") and VICON INDUSTRIES, INC., a New York corporation, having its principal place of business at 89 Arkay Drive, Hauppauge, New York 11788 (hereinafter called the "Company").

WHEREAS, Darby has previously been employed by the Company, and

WHEREAS, the Company and Darby mutually desire to assure the continuation of Darby's services to the Company,

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein set forth, the parties covenant and agree as follows:

1. Employment. The Company shall employ Darby as its Chief Executive Officer (CEO) throughout the term of this Agreement, and Darby accepts such employment.

2. Term. The term of this Agreement shall commence as of the date of this Agreement and expire on September 30, 2007.

3. Compensation.

A. The Company shall pay Darby a base salary of $325,000 per annum. Darby's salary shall be paid to him through the end of the term even if he should relinquish the CEO title and no longer have the responsibilities as CEO.

B. In connection with any succession planning program, should the Company hire an individual (the "new hire") whose annual salary plus any guaranteed bonus for fiscal year 2007 exceed that of Darby then Darby's salary shall be automatically increased to a rate equal to the combination of salary and guaranteed bonus of the new hire on the start date of the new hire. In addition, Darby shall be entitled to a fiscal year 2007 bonus in an amount not less than any performance based bonus paid to the new hire for such fiscal year (excluding any new hire sign-on bonus). Any bonus due Darby under this section shall be reduced by any performance based bonus earned and owed Darby for fiscal year 2007. Such bonus shall be paid no later than December 31, 2007.

C. Darby's base salary shall be payable monthly or bi-weekly.

D. Darby shall also be entitled to fully paid family medical, dental, and hospital coverage utilizing doctors and hospitals of his choosing and continuation of Darby's individual long term disability insurance.

E. The Company may only terminate this Agreement for reasons of "Gross Misconduct". "Gross Misconduct" shall mean(a) a wilful, substantial and unjustifiable refusal to substantially perform the duties and services required by this Agreement; (b) fraud, misappropriation or embezzlement involving the Company or its assets; or (c) conviction of a felony involving moral turpitude.

4. Extent and Places of Services; Vacation

A. Darby shall establish the strategic vision, operating policy and direct, supervise and oversee the operations of the Company. He shall advise and report to the Board of Directors. Darby shall also assume and perform such additional reasonable responsibilities and duties as the Board of Directors and he may from time to time agree upon.

B. Darby shall devote his full time, attention, and energies to the business of the Company.

C. Darby shall not be required to perform his services outside the Hauppauge, New York area or such other area on Long Island, New York as shall contain the location of the Company's headquarters.

D. The Company shall provide Darby with office space, secretary, telephones and other office facilities appropriate to his duties.

E. Darby shall be entitled to one month's paid vacation per annum. Darby shall not be entitled to any payment of unused vacation or sick time at the conclusion of this Agreement.

5. Covenant not to Compete. Darby agrees that during the term of this Agreement and for a period of five years thereafter unless the Company shall breach this agreement, he shall not directly or indirectly anywhere in the world engage in, or enter the employment of or render any services to any other entity engaged in, any business of a similar nature to or in competition with the Company's business of designing, manufacturing and selling CCTV security equipment and protection devices anywhere in the United States, Europe and Asia. Darby further acknowledges that the services to be rendered under this Agreement by him are special, unique, and of extraordinary character and that a material breach by him of this section will cause the Company to suffer irreparable damage; and Darby agrees that in addition to any other remedy, this section shall be enforceable by negative or affirmative preliminary or permanent injunction in any Court of competent jurisdiction.

6. Termination Payment on Change of Control.

A. Notwithstanding any other provision of this Agreement, if a "Change of Control" occurs Darby, at his option, may elect to terminate his obligations under this Agreement and to receive a lump sum termination payment, without reduction for any offset or mitigation, in an amount equal to the balance owing under this Agreement.

B. A "Change of Control" shall be deemed to have occurred if any entity shall directly or indirectly acquire a beneficial ownership of 50% or more of the outstanding shares of capital stock of the Company or any other event meeting the definition of "Change of Control" under IRS Section 409A.

C. Darby's option to elect to terminate his obligations and to receive a lump sum termination payment may be exercised only by written notice delivered to the Company within 30 days following the date on which Darby receives actual notice of Change of Control.

D. The lump sum payment shall be made within 30 days of the Company's receipt of Darby's notice of election.

7. Death or Disability. The Company may terminate this Agreement, if during the term of this Agreement Darby becomes so disabled for a period of six months that he is substantially unable to perform his duties under this Agreement throughout such period. In addition, this Agreement shall automatically terminate upon Darby's death. Such termination shall not release the Company from liability to Darby for compensation earned to the date of the termination under this section.

8. Arbitration. Any controversy or claim arising out of, or relating to this Agreement, or the breach thereof, shall be settled by arbitration in the City of New York in accordance with the rules of the American Arbitration Association then in effect, and judgement upon the award rendered be entered and enforced in any court having jurisdiction thereof.

9. Miscellaneous.

A. This agreement may not be waived, changed, modified or discharged orally, but only by agreement in writing, signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought.

B. This Agreement shall be governed by the laws of New York applicable to contracts between New York residents and made and to be entirely performed in New York.

C. If any part of this Agreement is held to be unenforceable by any court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

D. This Agreement shall inure to the benefit of, and be binding upon, the Company, its successor, and assigns.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.

VICON INDUSTRIES, INC.

/s/ Kenneth M. Darby                    By /s/ Peter F. Neumann
-----------------------                   ---------------------
Kenneth M. Darby                           Peter F. Neumann
                                           Chairman
                                           Compensation Committee

Date: November 10, 2006

EXHIBIT 10.2

The Board of Directors
Vicon Industries, Inc. (the "Company")

I, Kenneth M. Darby (hereinafter "Darby"), in consideration of the Company's entering into a new Employment Agreement dated November 10, 2006 with Darby, hereby agree that for a period from the date hereof to September 30, 2008 (the "Lock-up Period"), Darby will not, without the prior consent of a majority of the Board of Directors (1) directly or indirectly, issue, offer, agree to sell or sell any of his currently owned 320,000 shares of Vicon Industries, Inc. Common Stock (par value $.01) to any person; or (2) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock of the Company; except that Darby may use shares owned by Darby to exercise stock options under any Vicon Stock Option Plan and Darby may sell shares subject to the provisions of the Securities and Exchange Commission Rule 144 for Officers and Directors up to a maximum of 50,000 shares in each year of the two year lock-up period (for a total of 100,000 shares). Further, should Darby's employment with the Company end due to disability as defined in his employment agreement dated November 10, 2006; or involuntary discharge without cause; or Darby's death, or deemed ended as a result of the sale of more than 50% of the Common Stock or assets of the Company to any person, then this Agreement shall terminate as of the date of any such event.

The agreements provided herein shall be effective from the date hereof and throughout the Lock-up Period unless the Company or the Board of Directors breaches or defaults on Darby's Employment Agreement dated November 10, 2006 or any bonus plan to which Darby is a party in which case this Agreement and all restrictions upon Darby shall be terminated as of the date of any such event.

Dated:  November 10, 2006


                                                     /s/ Kenneth M. Darby
                                                     --------------------
                                                     Kenneth M. Darby
                                                     Chairman and CEO

EXHIBIT 10.3

Amendment 1 to the Employment and Deferred Compensation Agreement dated as of January 1, 2006 (the "Agreement), between John M. Badke ("Badke") and VICON INDUSTRIES, INC. (the "Company").

WHEREAS, BADKE and the Company mutually desire to modify the Agreement compensation and conform the Agreement to the requirements of Section 409A of the Internal Revenue Code.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein set forth, the parties covenant and agree as follows:

1. Section 3(A) of the Agreement is amended to read as follows:

"A. The Company shall pay BADKE a base salary of $180,000 per annum effective October 1, 2006, subject to periodic adjustment as determined by the CEO of the Company with Board of Directors approval, but in any event shall not be less than the base salary so indicated."

2. Sections 6(A) and 6(C) of the Agreement are amended to read as follows:

"A. Notwithstanding any other provision of this Agreement, if a "Change of Control" occurs without the consent of the Board of Directors, BADKE, at his option, may elect to terminate his rights and obligations under this Agreement and to receive a termination payment, without reduction for any offset or mitigation, in an amount equal to three times his average annual base salary for the five years preceding the Change of Control in a lump sum to be paid within thirty
(30) days after the Change of Control occurs. In selecting this option, the Company shall have no obligation to BADKE for any severance payments under paragraph 5."

C. Delete.

3. A new Section 11, as set forth below, is added to the Agreement:

"11. Certain Deferrals Required by IRC Section 409A.

Notwithstanding any other provision of this Agreement, if any payments or benefits provided by this Agreement constitute deferred compensation payments made to a "specified employee" following a "separation from service" under Section 409A of the Internal Revenue Code and if such payments are not exempt therefrom, then to the extent required by subparagraph (a)(2)(B)(i) of such Section, such payments or benefits that are due and payable within the first six months from the date of separation will be deferred and paid to BADKE on the day (the "Deferral Date") following the date that is six months following such separation from service. Any payment or benefit deferred under this Section 11 shall bear interest for the six-month deferral period, payable on the Deferral Date, at an annual rate that is two (2) percentage points above the annual interest rate of six (6) month Treasury bills as of the date of separation from service."

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective this 13th day of November 2006.

VICON INDUSTRIES, INC.

/s/ John M. Badke                                    /s/ Kenneth M. Darby
------------------------                             --------------------
   John M. Badke                                         Kenneth M. Darby
                                                         CEO

(1)               "The Company"            :         Vicon Industries Limited

                                                     of Brunel Way, Fareham,
                                                     Hampshire PO15 5TX

(2)               "The Managing
                   Director"               :         Christopher J Wall

                                                     of 39 Park Road
                                                     Hayling Island
                                                     Hampshire PO11 0HT

WHEREBY IT IS AGREED as follows:

1. Interpretation:

In this Agreement:

(A) "holding company" and "subsidiary" shall have the respective meanings given to them by section 736 Companies Act 1985;

(B) "associated company" means any company (not being a subsidiary of the Company or of the holding company for the time being of the Company) in which the Company or any subsidiary or holding company of the Company or any subsidiary of any such holding company holds or controls more than 10 per cent in nominal value of the equity share capital or more than 10 per cent of the voting rights for the time being attached to the issued share capital;

(C) "the Group means the Company and any holding company or subsidiary for the time being of the Company and any subsidiary of any such holding company and any associated company;

(D) "the Board" means the board of directors for the time being of the company or the directors of the Company present at any meeting of directors at which a quorum is present and it includes any person nominated by the board of directors to represent it for the purposes of this Agreement;

(E) "the Business" means the business of the Company and the business of any company in the Group for which the Managing Director is required to perform services pursuant to clause 2(B);

(F) "person" shall include any individual company corporation firm partnership joint venture association organization unincorporated body or trust (in each case Whether or not having a separate legal personality);

(G) words denoting the singular shall include the plural and vice versa;

(H) references to statutory provision shall be construed as references t those provisions as respectively amended or re-enacted from time to time or as their application is modified by other provisions (whether before or after the date hereof) and shall include any provisions of which they are re-enactments (whether with or without modification);

(I) headings are inserted for convenience and shall not affect the construction of this Agreement; and

(J) any provisions which are expressed or intended to take effect or continue in effect after the termination of this Agreement shall take effect or continue in effect notwithstanding its termination (for whatever reason).

2. Appointment:

(A) The Company hereby appoints the Managing Director and the Managing Director agrees to serve the Company as Managing Director on the terms and conditions contained in this Agreement.

(B) The Managing Director may be required by the Board to perform services not only for the Company but for any other company within the group and without further remuneration (except as otherwise agreed).

3. Term of Appointment and Notice Period:

The Managing Director's appointment shall commence on the 1st February 1996 and (subject to the provision of clauses 17 and 18) shall continue until terminated by either party giving to the other in writing not less than a period of 12 months. Upon notice given by either party, the Company and the Managing Director may, upon mutual agreement, determine that a shorter notice period or none at all is necessary and such shorter period may prevail. At the conclusion of the paid notice period the Managing Director shall be entitled to receive the severance payments under clause 4.

4. Severance/Retirement Payment on Certain Terminations or Events:

(A) If the Managing Director retires (anytime after attaining the minimum retirement age of 60) or the Company terminates the Managing Director's employment for reasons other than Summary Termination as defined by clause 18, or is terminated under the provisions of clause 17; then the Managing Director shall be entitled to receive severance or retirement as the case may be of an amount equal to (pound)100,000 payable in equal monthly amounts over a 12 month period.

(B) If the Managing Director is required to perform his services outside of a 40 mile radius from the Company's current premises at Fareham, England then the Managing Director's employment shall be deemed to have been effectively terminated under sub-clause (A).

5. Duties:

(A) Unless prevented by ill-health or accident or as otherwise agreed by the Board in writing the Managing Director shall during the continuance of his appointment devote the whole of his time attention and abilities to the Business diligently and faithfully serve the Company to the best of his power skill and ability and use his best endeavours to promote and protect the interest of the Company.

(B) The Managing Director shall exercise such powers perform such duties and comply with such directions in relation to the Business consistent with his appointment as the Board may from time to time confer upon or assign or give to him.

(C) The Managing Director shall comply with all reasonable and lawful instructions and regulations from time to time given or made by the Board and at all times give the Board all such information and assistance as it may require in connection with the Business.

(D) For the purpose of Employment protection (Consolidation) Act 1978 there are no terms and conditions relating to hours of work or to normal working hours other than as contained in this Agreement The Managing Director's hours of work shall be such as may be requisite for the proper discharge of his duties.

6. Mobility:

The Managing Director may be required to travel within or outside the United Kingdom in connection with the Business if the Board considers it necessary or desirable to enable him properly and efficiently to perform his obligations.

7. Salary and Bonus:

(A) The Company shall pay to the Managing Director during the continuance of his appointment as remuneration for his services a salary identified in the side letter to this agreement, (subject to review in accordance with sub-clause (B)) such salary to accrue from day to day and to be payable in arrears by equal monthly instalments on or before the last business day of each calendar month.

(B) The salary payable to the Managing Director by the Company pursuant to sub-clause (A) shall be reviewed annually.

(C) In addition to the said salary the Managing Director shall be entitled to a bonus the terms and amount of the said bonus to be agreed between the parties.

8. Expenses:

The Company shall pay or repay to the Managing Director all reasonable travelling hotel entertainment and other similar out-of-pocket expenses properly and necessarily incurred by him in the performance of his duties but the Company shall be entitled as a condition of reimbursement to such evidence from the Managing Director as to such expenses as the Board may reasonably require.

9. Car:

(A) The Company shall make available to the Managing Director a motor car ("the Car") of a type considered by the Board to be suitable to enable him properly to perform his duties and for his Personal use.

(B) The Company shall pay the costs in insuring maintaining testing and taxing the Car and shall reimburse the Managing Director for all its running expenses for which the Managing Director shall (if requested by the Company) submit written evidence of payment satisfactory to the Board.

(C) The Car may from time to time be replaced with such type and age of motor car (whether or not equivalent to the type previously provided) as the Board may in its discretion decide.

(D) The Managing Director shall be responsible for arranging the carrying out of such repairs maintenance and testing of the Car as are necessary to ensure that at all times when the Car is driven on a public highway it is in the state and condition required by law and (if so required) that a current test certificate is in force in respect of it.

(E) The Managing Director shall at all times during his appointment hold a current driving licence entitling him to drive motor cars in the United Kingdom and shall produce it to the Company on request.

(F) The Managing Director shall at all times conform to regulations which may from time to time be made or imposed by the Company or any other company with the Group with regard to motor cars provided for the use of employees.

10. Holidays:

(A) The Managing Director shall be entitled in addition to English statutory and bank holidays to 20 working days paid holiday in each year of the Managing Director's appointment.

(B) The Managing Director's holiday shall be taken at such time or times as the interests and requirements of the Business shall permit and as shall be agreed between the Board and the Managing Director.

(C) The Managing Director's entitlement to holidays shall accrue proportionately to the number of days worked by him in any holiday year and upon termination of his employment hereunder (other than pursuant to clause 18) the Managing Director shall be entitled to receive in respect of accrued holiday pay a sum equal to one day's salary for each day's holiday then accrued due but not previously taken by him and if upon termination of the Managing Director's employment (for whatever reason) the amount of holiday taken by him exceeds his entitlement pursuant to sub-clause (A) the Managing Director shall repay to the Company (or the Company may deduct from any payments due to the Managing Director) salary at the rate for the time being in force for the period of such excess.

(D) Holidays not taken in any holiday year cannot be carried forward to any future holiday year.

11. Pension:

The Managing Director shall participate in a pension scheme set up and administrated by Charlwood Leigh. The level of contribution made by the Company shall initially be 5% of the Managing Director's basic salary but that rate may be altered at the discretion of the Board. The obligations of the Company in respect of pension are specifically limited to this contribution.

12. Exclusive Service:

During the continuance of his appointment the Managing Director shall not without the previous consent of the Board either as principal servant agent consultant or otherwise carry on or be engaged concerned or interested directly or indirectly whether alone or in association with any other person in any trade business or occupation whatsoever other than that of the Company (otherwise than as a holder of not more than 5% of the shares of debentures in any company or companies whose shares are listed on any recognized stock exchange).

13. Confidentiality and the Company's Property:

(A) In this clause:

"the Group" means the group as whole or any company or companies in the Group "any customer of the Group" means any customer or clients of or person having business dealings with the Group as a whole or any company or companies in the Group.

(B) The Managing Director shall not either before or after the termination (for whatever reason) of his appointment under this Agreement

(a) use to the detriment of the Group or any Customer of the Group or,

(b) disclose divulge or communicate directly or indirectly to any person any secret or confidential knowledge or information relating to the business transactions products or affairs of the Group or of any customer of the Group which he may acquire during the continuance of his appointment or,

(c) supply or disclose to any person the names or addresses of any Customers of the Group of details of any contracts or negotiations to which the Group is a party or of any tenders offers or proposals submitted or to be submitted by the Group in connection with its business, except in the proper course of his duties under this Agreement or as authorized in writing by the Board or as ordered by a Court of competent jurisdiction,

(C) Upon termination of his employment hereunder (for whatever reason) the Managing Director shall forthwith deliver to the Company any property of the Group and of any Customer of the Group which may be in his possession or under his control including all documents and any copies thereof.

14. Non-Competition:

(A) In this and the next following clause "the restricted business" means design manufacture consultancy and sale of Closed Circuit Television equipment.

(B) The Managing Director undertakes with the Company that he will not for the period of twenty four (24) months following the termination of his employment hereunder either on his own account or for or on behalf of or through or in conjunction association or by arrangement with any person carry on or be engaged concerned or interested in (directly or indirectly) or in the carrying on of the restricted business within the United Kingdom and the Republic of Ireland other than as a holder of not more than 5% of the shares or debentures in any company or companies whose shares are listed on any recognized stock exchange.

15. Non-Solicitation etc.:

(A) The Managing Director shall not for the period of twenty four (24) months following the termination of his employment hereunder either on his own account or for or on behalf of or through or in conjunction association or by arrangement with any person solicit or entice away or endeavour to solicit or entice away from the Company or any company within the Group;

(i) any employee manager director or consultant of the Company or any company within the Group whether or not such person would commit any breach of contract by reason of his leaving service;

(ii) the custom or business of any person who shall at any time during the Managing Director's employment hereunder a customer or client of or in negotiations with the Company or any company in the Group or who at any time during the Managing Director's employment hereunder had business dealings with the Company or any company in the Group in relation to the restricted business.

(B) The Managing Director shall not for a period of twenty four (24) months after the termination of his employment hereunder either on his own account or through or for or on behalf of or in conjunction association or by arrangement with any person provide or arrange or procure or be involved in the provision of any service falling within the restricted business to any person who was at any time during the Managing Director's employment hereunder a customer or client of or in negotiations with the Company or any company in the Group or who at any time during the Managing Director's employment hereunder had business dealings with the Company or any company in the Group in relation to the restricted business.

(C) The restrictions contained in the foregoing sub-clauses and in clause 14 are considered reasonable by the parties for the protection of the business of the Company and companies in the Group but in the event that any restriction shall be found to be void but would be valid if some part of it were deleted or if the period or area of application were reduced such restriction shall apply with such modification as may be necessary to make it valid and effective.

(D) If any of the provisions of this clause shall be void unlawful or unenforceable the validity lawfulness and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

16. Inventions:

(A) In this Clause "Invention" means any know how invention formula process of improvement trade mark trade name copyright design plan drawing specification or device of whatever nature made invented developed or discovered by the Managing Director during the continuance of the Appointment and which relates to any process product or activity carried on made or dealt in by the Company or any other Company in the Group.

(B) If the Managing Director shall either solely or jointly with another make invent develop or discover any Invention he shall forthwith communicate written particulars thereof to the Secretary of the Company.

(C) An Invention and all rights therein shall belong to the Managing Director if it is an invention for which a patent may be granted under the provisions of Section 1 of the Patents Act 1977 ("the Act") and it belongs to the Managing Director by virtue of Section 39(2) of the Act. All other Inventions and all rights therein shall belong to the Company.

(D) The Managing Director shall not without the prior consent in writing of the company divulge or communicate any Invention to any third party nor use the same for his own personal benefit or otherwise save as provided for in sub-clause (E) and (F).

(E) On receiving communication of any Invention which belongs to the Managing Director the Company shall be entitled to negotiate with the Managing Director with a view to acquiring all or any rights title and benefit in such Invention The Managing Director shall not without the consent in writing of the Company disclose the same to any third party except to a Chartered Patent Agent or other professional advisor for the purpose of seeking protection for such Invention nor use the same for his own personal benefit or otherwise until the Company has in writing declined to negotiate or acquire the Invention or until the expiry of six months from the date of such communication whichever is the sooner PROVIDED THAT if negotiations are entered into no disclosure of such Invention to any third party shall be made until the conclusion of such negotiations except to the extent that such disclosure is authorized in writing by the Company.

(F) With regard to the Invention 'which belongs to the Company the Company shall have the right at any time to require the Managing Director at the Company's expense to execute all such documents and do all such acts and things as may in the opinion of the Company be necessary or convenient:

(i) to vest such Invention in the Company or its assigns,

(ii) to enable any application or appeal in respect thereof to be made prosecuted amended or abandoned in any countries of the world in the name of the Company or its assigns or that of the Managing Director whether alone or jointly with the Company or some other person or body,

(iii) to secure the grants of letters patent copyright or registered design to the Company or its assigns,

(iv) to assign to the Company or as it shall direct all the Managing Director's rights of whatever nature (including without limitation his rights in any letters patent or registered design or copyright or any application therefore) in or in respect of such Invention or the Managing Director's rights title and interest in any such rights belonging to him jointly with the Company or any other person or persons,

(v) to resist any infringement of or actions claims or demands in relation to the Invention.

(G) In the event that the Company does not intend to use exploit or retain an Invention disclosed by the Managing Director in accordance with the provisions hereinbefore contained the Managing Director shall be entitled to the same for his own use and benefit upon the Managing Director being notified to that effect in writing by the Secretary of the Company (which notification shall be given as soon as reasonably practicable).

17. Sick Leave and Sick Pay:

(A) In cases where the Managing Director is absent due to sickness, The Company provides additional benefits over and above any entitlement to Statutory Sick Pay.

The sickness year runs from the date of sickness on a rolling year basis. The Managing Director is entitled to the following payments for sickness absence:

- 26 weeks at full pay, thereafter any further payments are at the discretion of the Board of Directors who may, in their sole judgement, terminate this agreement and the Managing Director's employment.

All payments include Statutory Sick Pay. As with SSP entitlement, the Absence Notification Procedure must be followed in order to qualify for payment.

In the event of abuse of the scheme the Company reserves the right to withdraw or amend the benefit or take disciplinary action.

Where payable, sickness or industrial injury benefit must be claimed from the DSS and any benefit received must be notified to the Company. Such benefits will be deducted from the above entitlements.

The Company's Sick Pay Scheme does not prevent the Company from terminating an individual's employment prior to the expiry of the scheme.

18. Summary Termination:

The Board may terminate the Managing Director's employment under this Agreement without notice and without making any further payment beyond the amount of any remuneration actually accrued due to the date of such termination if:-

(A) The Managing Director commits any serious breach or repeated or continuing breach of any of his obligations under this Agreement or is guilty of any serious misconduct or neglect in the discharge of his duties or of any serious disobedience.

(B) If the Managing Director commits or has at any time committed any act of dishonesty or is convicted or has at any time been convicted of any criminal offence (other than an offence which in the opinion of the Board does not affect his position as an employee or officer of the Company or his ability to carry out his obligations hereunder or which has been disclosed to the Board before the commencement of this Agreement).

(C) If the Managing Director becomes bankrupt or applies for or has a receiving order in bankruptcy made against him or make any arrangement or composition with his creditors.

(D) If the Managing Director by his actions or omissions brings the name or reputation of the Company or any company in the Group into disrepute.

(E) If the Managing Director becomes of unsound mind or becomes a patient for the purpose of any statute relating to mental health.

(F) If the Managing Director has a disqualification order made against him under any relevant Act of Parliament.

(G) If the Board reasonably resolves that the Managing Director has failed materially and without reasonable cause properly to carry out his obligations hereunder.

19. Directorship:

(A) The salary of the Managing Director under this Agreement is inclusive of any remuneration to which the Managing Director may be entitled as a Managing Director of the Company or of any other Company in the Group.

(B) Upon the termination of this Agreement for whatever reason the Managing Director shall at the request of the Company forthwith resign in writing his position as a Managing Director of the Company or any other company in the Group without compensation for loss of office.

(C) If the Managing Director shall cease to be a Managing Director of the Company this Agreement shall thereupon automatically determine but if such cessation shall be caused by any act or omission of either party without the consent concurrence or complicity of the other such act or omission shall be deemed a breach of this Agreement and determination hereunder shall be without prejudice to any claim for damages in respect of such breach.

20. Grievance and Disciplinary Procedures:

There are no specific disciplinary rules applicable to this Agreement if the Managing Director is dissatisfied with any disciplinary decision relating to him or if he has any grievance arising from his employment hereunder he may refer any such matter to the Board who will deal with the matter by discussion and by a majority decision of those present (other than the Managing Director) at the Board Meeting at which the matter is discussed.

21. Notices:

Any notice to be given hereunder shall be given in writing and may be given either personally or may be sent addressed in the case of the Company to its registered office for the time being and in the case of the Managing Director to him at his last known place of residence and any notice so given by post shall be deemed to have been served forty-eight hours after posting.

I N W I T N E S S whereof this Agreement has been entered into the day year first above written

SIGNED by Kenneth M Darby            )
Chairman                             )

for and on behalf of                                  )
Vicon Industries Limited             )
in the presence of:-                                  )

SIGNED by Christopher J Wall         )
in the presence of:-                                  )




Rosslyn J Moseley                                     )
Administrator Vicon Industries Limited                )

EXHIBIT 10.5

The following salary and bonus arrangements for Christopher J Wall will apply for the fiscal year ending 30 September 2007:

1. Salary

Your basic salary will increase to (pound)97,850 per annum.

2. Bonus

A profit-related bonus will be paid based upon the pre-tax profit % of the consolidated results of Vicon Industries Ltd and videotronic infosystems GmbH. The calculation will be as follows:

A bonus will be paid at the end of the financial year based on the audited pre-tax operating profit as a percentage of consolidated sales of Vicon Industries Ltd and videotronic infosystems GmbH, before this bonus. Pre-tax operating profits are defined as consolidated profit before tax but after adding back any R&D charges from Vicon Israel or Vicon US under an R&D Services Agreement dated 1st October 2000 and as Amended on 1st October 2002 and any severance/retirement charge in 2007 for Messrs. Wall and Hatchard .

The profit-related bonus will only be paid if the combined audited sales exceed (pound)10.8m and will be calculated based on the following formula:

profit range                                    % of pre-tax operating
                                                        profit payment

pre-tax operating profit 0-2% of sales                        2.0%
pre-tax operating profit 2.01-4% of sales                     5.0%
pre-tax operating profit over 4% of sales                     6.0%

Any other adjustments to the pre-tax operating profit shall be agreed in writing prior to inclusion in the UK accounts.

Any further bonus payments for results exceeding those set out here will be at the discretion of the Board of Directors.

Agreed this 1st day of November 2006:

/s/ Kenneth M. Darby               /s/ Christopher J. Wall
---------------------------        -----------------------
Kenneth M Darby                    Christopher J Wall
Vicon Industries Ltd