EXHIBIT 10.1

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THIS IS AN IMPORTANT DOCUMENT WHICH, TOGETHER WITH THE ORIGINAL FACILITY LETTER,
SETS OUT THE TERMS AND  CONDITIONS OF THE OVERDRAFT  FACILITY.  PLEASE NOTE THAT
OVERDRAFTS ARE REPAYABLE ON DEMAND. WE RECOMMEND THAT YOU TAKE INDEPENDENT LEGAL
ADVICE  IF YOU HAVE  ANY  DOUBTS  REGARDING  THE  TERMS  AND  CONDITIONS  OF THE
FACILITY.
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                                                                  The Royal Bank
                                                                     of Scotland

Date: 15 April, 2004

Private & Confidential
Vicon Industries Limited                                 Solent Corporate office
Company Number 1551194                                                84 High st
Brunel Way                                                           Southampton
Fareham                                                                 So14 2NT
Hampshire
PO15 5TX                                                Telephone: 023 8024 9409


Dear Sirs

Multi Currency Overdraft Facility
Facility Limit: (pound)1,000,000
Facility Accounts:
------------------------------ -------------------------------------------------
Sterling Account               Branch Details
------------------------------ -------------------------------------------------
------------------------------ -------------------------------------------------
01144642                       Portsmouth Commercial Road  (sorting code 560064)
------------------------------ -------------------------------------------------

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Foreign Currency Accounts
-----------------------------------------
-----------------------------------------
140-01-0610445
550-00-06854451
-----------------------------------------



1.   Limit

I write to  advise  that The  Royal  Bank of  Scotland  plc  acting as agent for
National  Westminster  Bank Plc (the  "Bank") is agreeable to renewing the multi
currency overdraft facility on the Facility Accounts at the limit detailed above
for a further period.

2.   Availability

(a)  The facility will continue to be repayable  upon demand in accordance  with
     normal banking practice.

(b)  Without  prejudice to its overriding right to call for repayment on demand,
     it is the Bank's  present  intention  that the  facility  will be available
     until 12 March 2005.  The facility will be reviewed on that date but may be
     extended by mutual agreement.

The Bank will always give  notification  of its intention to place a restriction
on your ability to make drawings on the facility.

You may at any  time  advise  us in  writing  that  the  facility  is no  longer
required.

3.   Fee

A renewal  fee of  (pound)1,850  is  payable  and will be  debited  to  Sterling
Facility  Account 01144642  following  receipt by the Bank of your acceptance of
the terms and conditions of the facility renewal as set out in this letter.

4.   Miscellaneous

a)   Except as varied by this letter,  the existing  terms and conditions of the
     facility  as  detailed  in the  Facility  Letter  dated 22 April  2003 will
     continue to apply.

b)   The terms and conditions of the facility will not be affected in any way by
     any of the Facility  Accounts being allocated another account number by the
     Bank or being  transferred to another  branch,  office or department of the
     Bank.

c)   The Bank's  agreement to the  addition  (or  removal) of Facility  Accounts
     to/from the  facility  may be subject to these terms and  conditions  being
     suitably amended to the Bank's satisfaction.

d)   The Bank may  change any of the terms and  conditions  of the  facility  by
     giving at least 30 days' written notice to you.

Please  indicate  your  acceptance  of the  above  terms  by  arranging  for the
acknowledgement on the duplicate of this letter to be signed and returned to me.

We may, at our option,  treat usage of the facility as your acceptance  (without
amendment) of the terms and conditions of this letter.

Please do not hesitate to contact me if you require  clarification of any of the
multi currency overdraft terms and conditions.


Yours faithfully
For and on behalf of
The Royal Bank of Scotland plc acting as agent for National Westminster Bank Plc



Neil Holloway
Senior Corporate Manager

Having  decided  that the multi  currency  overdraft  facility  continues  to be
appropriate and in the best interests of Vicon Industries Limited the renewal of
the facility is hereby accepted on the above terms.

For and on behalf of Vicon Industries Limited

Signature(s)

____________________________________ signed on (date) ________________________

____________________________________ signed on (date) ________________________