VICON INDUSTRIES INC /NY/
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>f8k_ex10-4.txt
<TEXT>

                                                                    EXHIBIT 10.4

T H I S A G R E E M E N T, which supersedes all previous  agreements between the
party's is made the 1st day of November 2006 BETWEEN.

(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);


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(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.


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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.



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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:-                                  )




Rosslyn J Moseley                                     )
Administrator Vicon Industries Limited                )








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




Rosslyn J Moseley                                     )
Administrator Vicon Industries Limited                )


















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