VICON INDUSTRIES INC /NY/
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>ex_10-21tf.txt
<TEXT>
                                                                  EXHIBIT  10.21



                              EMPLOYMENT AGREEMENT
                              --------------------

     AGREEMENT,  dated as of May 3, 2004,  between Thomas Finstein  (hereinafter
called  "FINSTEIN") 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,  the  Company  and  FINSTEIN  mutually  desire to enter  into this
Agreement,

     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  FINSTEIN as its  Executive  Vice
President - Products and Operations  throughout the term of this Agreement,  and
FINSTEIN hereby accepts such employment.

     2. Term. The term of this  Agreement  shall commence as of the date of this
Agreement and end on April 30, 2006 unless terminated earlier by the Company.

     3. Compensation.

          A. The Company shall pay FINSTEIN a base salary of $225,000 per annum,
     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.

          B. FINSTEIN's base salary shall be payable monthly or bi-weekly.

          C.  FINSTEIN  shall also be  entitled to  participate,  if a full time
     employee, in any life insurance,  medical,  dental,  hospital,  disability,
     401(k) or other benefit plans as may from time to time be made available to
     the   Officers  of  the  Company,   subject  to  the  general   eligibility
     requirements and provisions of such plans.

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          D. FINSTEIN shall be entitled to four (4) weeks paid vacation  accrued
     in accordance with Company policy.

     4.  Covenant not to Compete.  FINSTEIN  agrees that during the term of this
Agreement and for a period of two (2) years thereafter, he shall not directly or
indirectly within the United States or Europe 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  video  security  and  surveillance   equipment  and
protection  devices  anywhere in the United States and Europe.  FINSTEIN 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
FINSTEIN  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.  FINSTEIN acknowledges that he may only be
released from this covenant if the Company materially breach's this agreement or
provides to him a written  release of this  provision.

     5. Severance Payment on Certain Terminations or Events.

     A. If the Company terminates  FINSTEIN's employment during the term of this
Agreement for reasons other than  "Misconduct"  (as defined in 5B) then FINSTEIN
shall  be  entitled  to  receive  severance  payments,  except  in the  case  of
disability  under  paragraph  6. The  severance  amount shall be equal to twelve
months of  FINSTEIN's  monthly base salary at the time of such  termination.  If
this Agreement expires and the Company terminates  FINSTEIN'S employment anytime
thereafter for reasons other than  "Misconduct" (as defined in 5B) then FINSTEIN
shall be  entitled  to  severance  payments  equal to six  months of  FINSTEIN'S
monthly base salary at the time of such termination.

                                       2

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     B.  "Misconduct"  shall  mean (a) a  willful  refusal,  or  negligence  or,
inability  due to drug or alcohol  impairment,  or  indifference  to perform (in
performing) the duties and responsibilities required of his position; (b) fraud,
misappropriation  or  embezzlement  involving  the  Company or its  assets;  (c)
conviction  of a felony  involving  moral  turpitude;  or (d) a violation of the
Company's Code of Ethics and Conduct.

     C. Payment of any severance shall be in lieu of any other obligation of the
Company for  severance  or any other  post-termination  compensation  under this
Agreement or any other policy of the Company, if any.

     D. The severance  amount shall be paid in equal  monthly  payments a twelve
(12) month  period.  Should  FINSTEIN  be in  violation  of  paragraph  4, while
receiving severance payments then severance payments shall cease at that time.

     6. Death or  Disability.  The Company may terminate  this  Agreement at its
sole option and  determination  without  liability for severance  payments under
paragraph  5 if  during  the term of this  Agreement  (a)  FINSTEIN  dies or (b)
FINSTEIN becomes so disabled for a period of six months that he is substantially
unable to perform his duties under this  Agreement for such period.  The Company
shall be the sole judge of such disability.

     7. Termination Payment on Change of Control.

     A.  Notwithstanding any other provision of this Agreement,  if a "Change of
Control" occurs without the consent of the Board of Directors,  FINSTEIN, at his
option,  may elect to terminate  his  obligations  under this  Agreement  and to
receive a lump sum  termination  payment in an amount equal to the present value
of three  times his  average  annual  base  salary for the five years or shorter
period  preceding  the Change of Control  calculated  as if paid  ratably over a
three year period.

                                       3

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     B. A "Change of  Control"  shall be deemed to have  occurred  if any entity
shall directly or indirectly acquire beneficial  ownership of 50% or more of the
outstanding  shares of capital  stock of the Company.

     C. FINSTEIN's option to elect to terminate his obligations and to receive a
termination  payment may be exercised  only by written  notice  delivered to the
Company  within 90 days  following the date on which  FINSTEIN  receives  actual
notice of Change of Control.

     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  then
in effect,  and judgement upon the award rendered be entered and enforced in any
court having jurisdiction thereof.

     9. Miscellaneous.

          A. This Agreement  contains the entire agreement  between the parties,
     however,  it does not restrict or limit such other  benefits as the CEO may
     determine to provide or make available to FINSTEIN.

          B. 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.

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

          D. 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.

                                       4

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          E. 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/ Thomas Finstein                 By: /s/ Kenneth M. Darby
-------------------                 ------------------------
Thomas Finstein                         Kenneth M. Darby
                                        CEO
                                        Vicon Industries, Inc.


                                       5

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