EXHIBIT 10.2

                         Common Stock Lock-up Agreement
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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