ex10-26.htm


    EXHIBIT
      10.26


    Side
      letter to the agreement
      made the 14th November 2007

    between
      Vicon Industries Ltd
      and Christopher J Wall

    


    


    The
      following salary and bonus arrangements for Christopher J Wall will apply for
      the fiscal year ending 30 September 2008:

    


    
      	
              1.

            	
              Salary

            


    

    


    
      	
               

            	
              Your
                basic salary will increase to £103,000 per annum.
                

            


    

    


    
      	
              2.

            	
              Bonus

            


    

    


    
      	
               

            	
              A
                profit-related bonus will be paid based upon the sales and the pre-tax
                profit of the consolidated results of Vicon Industries Ltd and videotronic
                infosystems GmbH. The calculation will be as follows:
                

            


    

    


    
      	
               

            	
              A
                bonus will be paid at the end of the financial year based on the
                audited
                consolidated sales and the pre-tax operating profit before this bonus.
                Pre-tax operating profits are defined as consolidated profit before
                tax
                but after adding back any R&D charges from Vicon Israel (under an
                R&D Services Agreement dated 1st
                October 2000 and as Amended on 1st
                October 2002) and Vicon US (under an R&D Agreement dated 1st
                October 2006). 

            


    

    


    
      	
               

            	
              The
                profit-related bonus will be calculated based on the following formula:
                

            


    

    


    
      	
              Consolidated
                sales

            	 	
              %
                of pre-tax operating profit payment

            	 
	 	 	 	 
	
              Less
                than £12.0m

            	 	 	2.0	%
	
              Between
                £12.0m and £12.5m

            	 	 	4.0	%
	Between
              £12.5m and £13.0m	 	 	4.5	 %
	
              Between
                £13.0m and £14.0m

            	 	 	 5.0	%
	
              Above
                £14.0m

            	 	 	6.0	%


    

    


    
      	
              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 14th day of November 2007: 

            


    

    


    
 

    .................................                                                                ..................................

    Kenneth
      M
      Darby                                                                
Christopher J Wall

    Vicon
      Industries
      Ltd