EXHIBIT 10.25


             Side letter to the agreement made the 8th February 1996
               between Vicon Industries Ltd and Christopher J Wall


The following salary and bonus arrangements for Christopher J Wall will apply
for the fiscal year ending 30 September 2005:

1.        Salary
          ------

          With effect from 1st October 2004 your basic  salary will  increase to
          (pound)95,000 per annum.

2.        Bonus
          -----

          There  will be two  elements  of bonus,  a  sales-related  bonus and a
          profit-related  bonus.  Each  element  is to be based on the  combined
          results of Vicon Europe and  Videotronic,  Germany.  The  calculations
          will be as follows:

          2.1  Sales-related bonus
               -------------------

               The  sales-related  bonus  is  to be  calculated  and  paid  on a
               quarterly  cumulative  basis. Net combined invoiced sales for the
               Company are to be measured against a threshold and a payment made
               for each full (pound)100,000 of sales above the threshold.

               The  threshold  for  payment  of a  sales-related  bonus  will be
               (pound)12.0  million  for the full year.  For  achievement  above
               threshold the following rates of bonus will be earned:

                                               Vicon/Videotronic combined
               Total sales for year       Payment per (pound)100,000 of sales in
                                                       the range

               between (pound)12.0m and (pound)14.1m  (pound)1000
               above (pound)14.1m                     (pound)1500

               Net sales for the purposes of this calculation are to exclude the
               installation  elements of any large  project that is not taken at
               normal profit rates.

               All sales  bonuses  payable  under this  sales-based  element are
               subject to a  retention  amount  equivalent  to two weeks of base
               salary,  until the end of the bonus year.  At that time,  a final
               accounting will be done and if amounts paid during the year total
               more  than  the  amounts  earned,  then  the  difference  is  not
               refundable.  The final sales  figure  (before the  reduction  for
               installation elements) for the purposes of this calculation shall
               be sales as per the audited final accounts. For each of the first
               three  quarterly  cumulative  calculations,  each  of the  annual
               figures   above  will  be   multiplied   by  25%,   50%  and  75%
               respectively.






          2.2  Profit-related bonus
               --------------------

               A bonus  will be paid at the end of the  financial  year based on
               the audited pre-tax operating profits of the combined  companies,
               Vicon Europe and Videotronic, Germany, before this bonus. Pre-tax
               operating  profits  are  defined  as profit  before tax but after
               interest charges and after adding back any R&D charges from Vicon
               Israel or Vicon US under the R&D Agreement dated 1st October 2000
               and the Amendment dated 1st October 2002.

               The profit-related bonus will be paid on the following formula:

                profit range                                        % payment

                first (pound)200,000 of pre-tax operating profit        2%
                next (pound)200,000 of pre-tax operating profit         3%
                above (pound)400,000 of pre-tax operating profit        4%

               Reference will also be made to the combined expense budget of the
               Company.  If the actual total overheads of the company  including
               interest  cost is less than 90% of the expense  budget,  then the
               profit  figure  will be reduced by the amount by which  overheads
               are less  than  90% of the  expense  budget  unless  the  reduced
               overhead  level is agreed in writing  by the two  parties to this
               side-letter. The expense budget for the year is (pound)4,675,000.

               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 18th day of November 2004:






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