EXHIBIT 10.5









Mr. Arthur D. Roche
Vicon Industries, Inc.
525 Broad Hollow Road
Melville, NY   11747
                                 October 1, 1995

Dear Arthur:

     After the recent discussions between you and the Compensation Committee, it
is mutually  agreed  that you will be  employed by the Company as its  Executive
Vice  President  for a period of no less  than two years at an annual  salary of
$150,000.  plus benefits as  previously  outlined in the minutes of the Board of
Directors.  This agreement will be reviewed by the Compensation Committee of the
Board of Directors at the end of one year, and can be extended for an additional
year at that time.
     Should a change of control of the Company occur, you may elect to terminate
your employment and receive a lump sum severance payment. Such severance payment
shall mean the amount that is equal to two times your annual  salary  reduced by
the salary amounts paid to you from the date of this agreement.
     A "Change of Control"  shall be deemed to have occurred at such time as (i)
any other  entity or  "person"  (as defined in sections 13 (d) and 14 (d) of the
Securities  Exchange  Act  of  1934)  shall  become  directly  or  indirectly  a
beneficial  owner (as defined in Rule 13D-3 under such Act) of securities of the
Company representing 20% or more (or in the case of Chugai Boyeki Co., Ltd., and
its  affiliates,  35% more) of the  outstanding  shares of capital  stock of the
Company  or (ii) a majority  of the  members  of the Board of  Directors  of the
Company or any successor by merger or  assignment of assets or otherwise,  shall
be persons other












Mr. Arthur D. Roche
Page 2


than  members  of the  Board of  Directors  of the  Company  on the date of this
agreement or (iii) the Company executes a "Company Sale Agreement".
     "Company Sale Agreement" means an agreement to which the Company is a party
that  contemplates  that  more  than  half  of the  assets  of the  Company  are
transferred  to  another  entity or that upon  consummation  of the  transaction
contemplated by such agreement, a Change of Control as defined in clauses (i) or
(ii) of the preceding paragraph shall occur or have occurred.
     If you elect to receive lump sum payment, such payment shall be made within
30 days of the Company's  receipt of your notice of such election,  except that,
in the case of the Company's execution of a Company Sale Agreement,  the payment
shall be made no later than the time of closing under such agreement.
     I trust this is your  understanding of our discussions,  and, if so, please
sign where indicated.
                                              Cordially,





Arthur D. Roche                               Peter F. Neumann
Executive Vice President                      Chairman, Compensation Committee























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