EXHIBIT 10.25
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             Side letter to the agreement made the 8th February 1996
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               between Vicon Industries Ltd and Christopher J Wall
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The following  salary and bonus  arrangements  for Christopher J Wall will apply
for the fiscal year ending 30 September 2006:

1. Salary

     Your basic salary will remain at (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)10.4
     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)10.4m and (pound)13.0m               (pound)1000
     above (pound)13.0m                                  (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            2.5%
     next (pound)200,000 of pre-tax operating profit             3.5%
     above (pound)400,000 of pre-tax operating profit            4.5%

     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 2005:





     ______________________________                _____________________________

     Kenneth M Darby                               Christopher J Wall
     Vicon Industries Ltd