EXHIBIT 10.2

                          FIRST AMENDMENT AGREEMENT

                                    among


                            VICON INDUSTRIES, INC.


                                     and


                      IBJ SCHRODER BANK & TRUST COMPANY




                     Amending the Credit Agreement among
                            VICON INDUSTRIES, INC.
                    and IBJ SCHRODER BANK & TRUST COMPANY
                        Dated as of December 27, 1995




                         Dated as of August 19, 1996























     THIS  FIRST  AMENDMENT   AGREEMEET  dated  as  of  August  19,  1996  (this
"Amendment")  among  VICON  INDUSTRIES,   INC.,  a  New  York  corporation  (the
"Borrower") and IBJ SCHRODER BANK & TRUST COMPANY (the "Bank"),


                                 WITNESSETH:

     WHEREAS,  the Borrower  and the Bank have  entered into a Credit  Agreement
dated as of  December  27,  1995  (the  "Agreement";  the terms  defined  in the
Agreement  are  used in this  Amendment  as in the  Agreement  unless  otherwise
defined in this Amendment); and

     WHEREAS,  the  Borrower  desires,  and the Bank is willing on the terms and
conditions  set forth below,  to modify  certain terms of the Agreement in order
to, among other things, increase the Commitment;

     NOW,  THEREFORE,  in  consideration of the mutual premises herein contained
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby  acknowledged,  the  Borrower  and the Bank have  agreed to amend the
Agreement as hereinafter set forth:

     SECTION 1.          Amendment to Agreement.  The Agreement is, subject to
the satisfaction of the conditions to effectiveness set forth in Section 2
hereof, hereby amended as follows:

     (a) The  definitions of "Commitment"  and "Formula  Amount" in Section 1.01
(Defined  Terms) of the  Agreement  are  amended  to read in their  entirety  as
follows:

            "'Commitment'  shall mean the Bank's  commitment to make Loans prior
            to  the  Commitment  Expiration  Date  up to the  maximum  aggregate
            principal  amount equal to  $5,500,000 at any time  outstanding,  as
            referred to in Section 2.01(a)."

            "'Formula Amount' shall mean, as at any date at which the same is to
            be determined,  an amount equal to the sum of (a) 80 per cent of the
            amount of Eligible Accounts  Receivable as at such date, plus (b) 25
            per cent of the value of Eligible  Inventory  consisting of finished
            goods of the Borrower, provided, however, that the amount calculated
            pursuant to (b) shall not exceed $2,500,000;  and minus such reserve
            as  deemed  necessary  or  appropriate  by the Bank to  reflect  any
            contingencies, or the consequences of any breach or contravention of
            laws,  including  without  limitation,  Environmental  Laws and laws
            related  to  OSHA,  by the  Borrower.  The  Bank  may,  in its  sole
            discretion,  at any time or times upon three  Business  Days'  prior
            notice to









            the Borrower, increase or decrease the ratio of its advances against
            Eligible Accounts Receivable or Eligible Inventory, or both, and, in
            the event that any such ratio  shall be  decreased  for any  reason,
            such decrease  shall become  effective  immediately  for purposes of
            calculating  the  maximum  amount  of new  Loans  hereunder  and the
            maximum  amount of Loans  which may be  outstanding  hereunder.  The
            Borrower  acknowledges  that such  changes in the ratio of  advances
            against  Eligible  Accounts  Receivable  and Eligible  Inventory may
            require the immediate prepayment of Loans by the Borrower."

     (b) Section 1.01  (Defined  Terms) of the  Agreement  is hereby  amended by
adding the following definitions in the proper alphabetical order:

            "'First Amendment' shall mean the First Amendment Agreement dated as
            of August 19, 1996 between the Borrower and the Bank."

     (e) Section 9.02 (Maximum Indebtedness to Net Worth Ratio) of the Agreement
is hereby  deleted  in its  entirety  and  substituted  in lieu  thereof  is the
following:

            "As of the end of each Fiscal Quarter commencing March 31, 1996, the
            Indebtedness to Net Worth Ratio shall not exceed 2.50 to 1.0."

     SECTION  2.  Conditions  to  Effectiveness.  This  Amendment  shall  become
effective  only  upon  the  satisfaction  or  waiver  of all  of  the  following
conditions precedent:

     (a) The Borrower and the Bank shall have duly executed and  delivered  this
Amendment  (whether  the  same or  different  copies)  and the Bank  shall  have
received a copy signed by the Borrower;

     (b) The Bank  shall  have  received  the fees  and  expense  reimbursements
referred to in Section 5 hereof; and

     (c) The Bank shall have received such other documents,  opinions, approvals
or appraisals as the Bank may reasonably request.

     SECTION 3.  Representations and Warranties.  In order to induce the Bank to
enter into this Amendment,  the Borrower  hereby  represents and warrants to the
Bank that (i) it has the full  power,  capacity,  right and legal  authority  to
execute,  deliver and perform its obligations under this Amendment and the other
Related  Documents  to which it is a  party,  and the  Borrower  has  taken  all
appropriate action necessary to authorize the execution and delivery of, and the
performance  of its  obligations  under  this  Amendment  and the other  Related
Documents to which it



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is a party,  (ii) this  Amendment,  the Agreement (as amended by this Amendment)
and the other Related Documents  constitute legal, valid and binding obligations
of the Borrower  enforceable  against the Borrower in accordance with its terms,
subject to the effect of any applicable bankruptcy,  insolvency,  reorganization
or moratorium or similar laws affecting the rights of creditors generally, (iii)
the representations and warranties contained in the Agreement and in each of the
other Related Documents to which it is a party are true and correct on and as of
the date hereof as though made on and as of such date,  except for changes which
have occurred and which were not prohibited by the terms of the Agreement,  (iv)
no Default or Event of Default has occurred and is  continuing,  or would result
from the execution,  delivery and performance by the Borrower of this Amendment,
the  Agreement  (as  amended  by this  Amendment)  or any of the  other  Related
Documents to which it is a party,  and (v) the Borrower is not in default in the
payment or performance of any of its obligations under any mortgage,  indenture,
security  agreement,  contract,  undertaking or other agreement or instrument to
which  it is a party  or  which  purports  to be  binding  upon it or any of its
properties or assets,  which default would have a material adverse effect on the
management, business, operations,  properties, assets or condition (financial or
otherwise)  of the  Borrower,  (vi)  the  Borrower  is in  compliance  with  all
applicable  statutes,  laws,  rules,  regulations,  orders  and  judgments,  the
contravention  or violation of which would have a material adverse effect on the
management, business, operations,  properties, assets or condition (financial or
otherwise) of the Borrower,  (vii) no material adverse change in the business or
assets, or in the condition (financial or otherwise) of the Borrower, and (viii)
no  litigation  or   administrative   proceeding  of  or  before  any  court  or
governmental  body or agency is now pending,  nor, to the best  knowledge of the
Borrower upon  reasonable  inquiry,  is any such  litigation  or proceeding  now
threatened  against  the  Borrower  or any of its  properties,  nor, to the best
knowledge of the Borrower upon  reasonable  inquiry,  is there a valid basis for
the  initiation  of any  such  litigation  or  proceeding,  which  if  adversely
determined  (after giving effect to all  applicable  insurance  coverage then in
existence)  would  have a material  adverse  effect on the  business,  assets or
condition (financial or otherwise) of the Borrower;

     SECTION 4. Reference to and Effect on the Documents.  (A) Each reference in
the Agreement to "this Agreement",  "hereunder",  "hereof", "herein" or words of
like import,  and each reference to the Agreement in the Related Documents other
than the  Agreement,  shall mean and be a reference to the  Agreement as amended
hereby.

     (B) Except as  specifically  amended  hereby,  the  Agreement and all other
Related Documents, and all other documents, agreements,  instruments or writings
entered into in connection therewith,  shall remain in full force and effect and
are hereby

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ratified,  confirmed and acknowledged by the Borrower.  The amendments set forth
above  are  limited  precisely  as  written  and shall not be deemed to (I) be a
consent to any waiver or  modification  of any other  term or  condition  of the
Agreement or any document delivered pursuant thereto or (ii) prejudice any right
or rights  which the Bank may now or in the future have in  connection  with the
Agreement or the other Related Documents.

     (C) The execution,  delivery and  effectiveness of this Amendment shall not
operate as a waiver of any  right,  power or remedy of the Bank under any of the
Related  Documents,  nor constitute a waiver or modification of any provision of
any of the Related  Documents,  nor a waiver of any now  existing  or  hereafter
arising Defaults of Events of Default.

     SECTION 5. Fees and  Expenses.  (A) The Borrower  hereby  agrees to pay, or
cause to be paid to, the Bank a non-refundable amendment fee of $15,000.

     (B) The  Borrower  hereby  agrees to pay the Bank on demand  for all costs,
expenses,  charges and taxes (other than any income taxes  relating to income of
the Bank), including,  without limitation, all reasonable fees and disbursements
of  counsel,   incurred  by  the  Bank  in  connection  with  the   preparation,
negotiation,  administration  and  enforcement  of this  Amendment and the other
Related Documents to be delivered hereunder.

     SECTION 6. Governing Law. This Amendment and the rights and  obligations of
the parties  hereunder  shall be governed by and  construed and  interpreted  in
accordance  with the substantive  laws of the State of New York,  without regard
for its conflict of laws principles.

     SECTION 7. Headings. Section headings in this Amendment are included herein
for  convenience  of  reference  only and  shall not  constitute  a part of this
Amendment for any other purpose.

     SECTION 8. Successors. This Amendment shall be binding upon the successors,
assigns, heirs, executors and administrators of the parties hereto.

     SECTION 9.  Counterparts.  This  Amendment may be executed in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument,  and any party hereto may execute this Amendment by signing any such
counterpart.










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     IN WITNESS WHEREOF, the undersigned have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.


                               VICON INDUSTRIES, INC.



                               By:
                                    Name:  Kenneth M. Darby
                                   Title:  President


                        IBJ SCHRODER BANK & TRUST COMPANY


                               By:
                                    Name:  Alfred J. Scoyni
                                   Title:  Vice-President






















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