EMPLOYMENT AGREEMENT         EXHIBIT 10.5

          AGREEMENT,  dated as of  October  1,  1996,  between  KENNETH M. DARBY
(hereinafter   called  "Darby"),   and  VICON  INDUSTRIES,   INC.,  a  New  York
corporation,  having its  principal  place of business at 525 Broad Hollow Road,
Melville, New York 11747 (hereinafter called
the "Company").
          WHEREAS, Darby has previously been employed by the
Company, and
          WHEREAS, the Company and Darby mutually desire to assure
the continuation of Darby's services to the Company,
          NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
covenants herein set forth, the parties covenant and agree as follows:
          1.      Employment.  The Company shall employ Darby as its
Chief Executive Officer and President throughout the term of this
Agreement, and Darby hereby accepts such employment.
          2.      Term.  The term of this Agreement shall commence as
of the date of this Agreement and end on September 30, 2001.
          3.      Compensation.
                 A.     The Company shall pay Darby a base salary
of $225,000 per annum, subject to adjustment as provided in
subsection B.
                 B. Prior to September 15 of each succeeding year,  Darby's base
salary shall be reviewed by the Compensation Committee of the Board of Directors
and shall be fixed for the year  commencing  October 1 of such year by agreement
between  Darby and the Board of  Directors,  but in any event  shall not be less
than the






base salary for the one year period then ending.
                 C.     Darby's base salary shall be payable monthly or
bi-weekly.
                 D. Darby shall also be entitled to  participate in any pension,
profit sharing, life insurance,  medical, dental, hospital,  disability or other
benefit plans as may from time to time be available to officers of the Company.
          24. Extent and Places of Services; Vacation
                 A. Darby shall establish operating policy and
direct, supervise and oversee the operations of the Company. He shall advise and
report to the Board of  Directors.  Darby  shall also  assume and  perform  such
additional reasonable  responsibilities and duties as the Board of Directors and
he may from time to time agree upon.
                 B. Darby shall devote his full time, attention,
and energies to the business of the Company.
                 C. Darby shall not be required to perform his services  outside
the Melville, New York area or such other area on Long Island, New York as shall
contain the location of the Company's headquarters.
                 D. The Company shall provide Darby with office
space, secretary, telephones and other office facilities
appropriate to his duties.
                 E.     Darby shall be entitled to one month's vacation
per annum.
          5.      Covenant not to Compete.  Darby agrees that during


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the term of this Agreement and for a period of three years thereafter,  he shall
not  directly or  indirectly  within the United  States or Europe  engage in, or
enter the  employment of or render any services to any other entity  engaged in,
any  business  of a  similar  nature  to or in  competition  with the  Company's
business  of  designing,  manufacturing,  and  selling  security  equipment  and
protection   devices   within  the  United  States  or  Europe.   Darby  further
acknowledges  that the services to be rendered  under this  Agreement by him are
special,  unique,  and of extraordinary  character and that a material breach by
him of this section  will cause the Company to suffer  irreparable  damage;  and
Darby  agrees  that in  addition  to any other  remedy,  this  section  shall be
enforceable  by negative or affirmative  preliminary or permanent  injunction in
any Court of competent jurisdiction.
          6.    Termination Payment on Change of Control.
                 A.     Notwithstanding any provision of this
Agreement,  if a "Change of Control" occurs without the prior written consent of
the  Board of  Directors,  Darby,  at his  option,  may elect to  terminate  his
obligations under this Agreement and to receive a termination  payment,  without
reduction  for any offset or  mitigation,  in an amount equal to three times his
average  annual base salary for five years  preceding the Change of Control,  in
either lump sum or extended payments over three years as Darby shall elect.
                 B.     A "Change of Control" shall be deemed to have
occurred if (i) any other entity shall directly or indirectly

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acquire a beneficial  ownership of 20%, or any further  amount in excess of 20%,
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 than  Directors on
the date of this Agreement.
                C. Darby's option to elect to terminate his  obligations  and to
receive a  termination  payment  and to elect to receive a lump sum or  extended
payments may be exercised only by written notice delivered to the Company within
90 days  following the date on which Darby  receives  actual notice of Change of
Control.
                D. If Darby elects to receive  lump sum  payment,  such payment
shall be made  within 30 days of the  Company's  receipt  of  Darby's  notice of
election.
          7.    Severance Payment on Certain Terminations.
                A.     If either (i) this Agreement expires, or (ii)
the Company terminates Darby's employment under this Agreement for reasons other
than "Gross  Misconduct"  or (iii) with the consent of the Board of  Directors a
Change of Control as defined in paragraph 6 B. shall occur,  or (iv) the Company
executes a "Company  Sale  Agreement"  then Darby,  at his option,  may elect to
receive a severance payment, without reduction for any offset or mitigation,  in
an amount  equal to (a)  one-twelfth  his annual base salary at the time of such
termination  multiplied by (b) the number of full years of his employment to the
end of this Agreement by the Company up to

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a maximum of 24 years,  payable in either lump sum or extended payments as Darby
shall elect.
               B.  "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
transactions  contemplated by such agreement,  a Change of Control as defined in
paragraph 6 shall occur or have occurred.
               C. In the event of an election  under  paragraph  7, payment of
such  severance  payment  shall be in lieu of any  obligation of the Company for
termination payment or other posttermination  compensation under this Agreement,
if any.
               D. "Gross  Misconduct" shall mean (a) a wilful,  substantial and
unjustifiable  refusal to perform  substantially  the services  required by this
Agreement to be performed; (b) fraud, misappropriation or embezzlement involving
the  Company  or its  assets;  or (c)  conviction  of a felony  involving  moral
turpitude.
               E. Darby's option to elect to receive a severance  payment and to
elect to receive lump sum or extended  payments may be exercised only by written
notice  delivered to the Company within 90 days following the date on which this
Agreement  expires or on which Darby receives  actual notice of the existence of
any other condition referred to in paragraph 7A, except that, in the case of the
Company's execution of a Company Sale Agreement, Darby's option may be exercised
at any time prior to the closing under such agreement and such termination shall
be effective as of such closing.

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               F. If Darby  elects to receive  lump sum  payment,  such  payment
shall be made within 30 days of the Company's  receipt of Darby's 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.
               G.  Payment of termination or severance payment shall not affect
the Company's obligations under any other agreement with Darby.

          8. Death or Disability.  The Company may terminate this
Agreement if during the term of this Agreement (a) Darby dies or
(b) Darby becomes so disabled for a period of six months that he is
substantially unable to perform his duties under this Agreement for
such period.  Such a termination shall not release the Company from
             any liability to Darby for compensation  earned, or for termination
or severance payment elected, prior to such termination;  nor shall it be deemed
a termination of employment for Gross Misconduct.

           9. Arbitration.  Any controversy or claim arising out of, or relating
to this Agreement, or the breach thereof, shall be settled by arbitration in the
City of New York in accordance with the rules of the American  Arbitration  then
in effect,  and judgement upon the award rendered be entered and enforced in any
court having jurisdiction thereof.

          10. Miscellaneous.
            A.    Except for any deferred compensation agreement, retirement
plan or stock options previously granted, this Agreement contains the entire
agreement between the parties and supersedes

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all prior agreements by the parties  relating to the term of Darby's  employment
by the Company,  however,  it does not restrict or limit such other  benefits as
the Board of Directors may determine to provide or make available to Darby.
            B.  This  agreement  may  not  be  waived,  changed,   modified  or
discharged orally, but only by agreement in writing, signed by the party against
whom enforcement of any waiver, change, modification, or discharge is sought.
            C.  This  Agreement  shall  be  governed  by the  laws  of New  York
applicable to contracts  between New York  residents and made and to be entirely
performed in New York.
            D. If any part of this Agreement is held to be  unenforceable by any
court of competent  jurisdiction,  the remaining  provisions  of this  Agreement
shall continue in full force and effect.
            E.  This Agreement shall inure to the benefit of, and be
binding upon, the Company, its successor, and assigns.
          IN  WITNESS  WHEREOF,  the  parties  hereto  have duly  executed  this
Agreement.
                                          VICON INDUSTRIES, INC.

                                         By
Kenneth M. Darby                           Peter F. Neumann
                                           Chairman
Date:  10-01-96                            Compensation Committee







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