Agency Agreement Contract

        The Royal Bank of Scotland plc is registered in Scotland No 90312
           Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB
   Agency agreements exist between members of The Royal Bank of Scotland Group
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THIS IS AN   IMPORTANT   LETTER   WHICH SETS OUT THE TERMS AND   CONDITIONS   OF YOUR
GROUP OVERDRAFT   FACILITY.   PLEASE NOTE THAT OVERDRAFTS ARE REPAYABLE ON DEMAND.
WE   RECOMMEND   THAT YOU TAKE   INDEPENDENT   LEGAL   ADVICE IF YOU HAVE ANY   DOUBTS
REGARDING THE TERMS AND CONDITIONS OF THE FACILITY.
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                                                      The Royal Bank of Scotland
                                                          Solent Corporate Centre
Date: 6th March 2006               Address: 3 Hampshire Business Park, PO Box 462
                                                    Templars Way, Chandlers Ford
                                                                   Hants SO53 3RY
Private & Confidential                            Telephone:        023 8024 2163
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Vicon Industries Limited
Company Number 1551194
Brunel Way,
Segensworth East,
Fareham,
Hampshire,
PO15 5TX




Dear Sirs


Multi-Currency Overdraft Facility
Account Holding Branch/Office:         
Portsmouth Commercial Road Branch (sorting code 56 00 64)

I write to advise the terms and conditions upon which The Royal Bank of Scotland
plc ("RBS") acting as agent for National Westminster Bank Plc is willing to make
available   to you a   multi-currency   overdraft   facility for the purpose of your
business.

1     Definitions

1.1   In   this   letter   the   following    expressions   shall   have   the   following
     meanings:-

     "Bank" means National   Westminster Bank Plc, which is the lender under this
     letter, and the "Bank" means its successors and assigns;

     "euro" means the single currency   adopted or to be adopted by participating
     member states under the Treaty establishing the European Union;

     "Facility" means the multi-currency overdraft facility made available or to
     be made available on the terms and conditions set out in this letter;

     "Facility   Accounts"   means the   Sterling   Current   Account and the Foreign
     Currency Current Account;

     "Facility Limit" means (pound)1,000,000;

     "Foreign Currency Accounts" means the Foreign Currency Creditor Account and
     the Foreign Currency Current Account;

     "Foreign   Currency" means any   non-Sterling   currency   (including the euro)
     which is freely   convertible   into   Sterling   and readily   available in the
     London Interbank Market;

     "Foreign Currency   Creditor Account" means the deposit account   denominated
     in United States   Dollars   referenced   140-01-06101445   (or as amended from
     time to time pursuant to Clause 12.5);

     "Foreign Currency Current Account" means the current account denominated in
     euros referenced   550-00-06854451 (or as amended from time to time pursuant
     to Clause 12.5) on which the Facility is made available;
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     "Sterling" means the lawful   currency of the United Kingdom;

     "Sterling   Current   Account"   means   the   current   account   denominated   in
     Sterling on which the Facility is made available, referenced account number
     01144642 (or as amended from time to time pursuant to Clause 12.5); and

     "United   States   Dollars" and "US$" mean the lawful   currency of the United
     States of America.

Overdraft Limit(s) and Utilisation

1.2   The Facility may be utilised by overdrawing the Facility Accounts up to the
     Facility Limit. The Facility Limit must not at any time be exceeded.

1.3   For the purpose of calculating utilisation of the Facility:-

     (a)   any credit   balances on the Foreign   Currency   Accounts will be netted
          against any debit balance on the Foreign Currency Accounts in the same
          Foreign Currency; then

     (b)   the Sterling   equivalent   of the net balances on the Foreign   Currency
          Accounts   shall be   calculated by reference to the   prevailing   market
          rate of exchange; and then

     (c)   the Sterling   equivalent   of the net balances on the Foreign   Currency
          Accounts will be netted   against (or   aggregated   with) the balance on
          the Sterling Current Account.

1.4   The Bank may   decline   to pay a cheque   (or   allow   any   other   payment   or
     withdrawal)   from a Facility   Account   (whether   in credit or debit)   which
     would result in the Facility Limit being exceeded.

1.5   If the Bank does pay a cheque (or allows any other   payment or   withdrawal)
     resulting   in the Facility   Limit being   exceeded it will not mean that the
     Facility   Limit has   changed   or that the Bank will   agree to pay any other
     cheque (or allow any other   payment or   withdrawal)   which   would have that
     effect.

1.6   The   Bank   may   disregard   any   uncleared    credits   for   the   purposes   of
     calculating the utilisation of the Facility (and any interest payable).   If
     however   the   Bank   does pay a cheque   (or   allows   any   other   payment   or
     withdrawal)   against   uncleared credits this does not mean that it is bound
     to do so at other times.

Creditor Account

The Foreign   Currency   Creditor Account should remain in credit at all times and
the Bank may decline to pay a cheque (or allow any other payment or   withdrawal)
which could result in a cleared   debtor   balance.   If the Bank does pay a cheque
(or   allows any other   payment   or   withdrawal)   resulting   in a cleared   debtor
balance it will not mean that a borrowing   facility has been established or that
the Bank will   agree to pay any other   cheque   (or   allow any other   payment   or
withdrawal) which would have the same effect. 2 Preconditions

2.1   The Bank   will not be   obliged   to make the   Facility   available   until the
     following conditions have been met:-

     (a)   any   security   required   in terms of Clause 9 of this   letter has been
          valued and completed to the Bank's satisfaction; and

     (b)   you have accepted the Facility on the terms and   conditions set out in
          this   letter   by   returning   the   duplicate   of this   letter   with the
          acknowledgement   duly   signed,   within   28   days   of the   date of this
          letter.

3     Availability

3.1   The Facility is repayable   upon demand in   accordance   with normal   banking
     practice and the Facility can be   unconditionally   cancelled by the Bank at
     any time.

3.2   Subject   to the   Bank's   rights   under   Clause   5.1   the   Facility   will be
     available until   notification to you by the Bank of its intention to cancel
     the Facility.   Without prejudice to the Bank's rights under this Clause the
     Facility will be subject to review on at least an annual basis.

3.3   The   Bank   will   always   give   notification   of its   intention   to   place a
     restriction on your ability to make drawings on the Facility.

3.4   You may at any time   advise us in writing   that the   Facility   is no longer
     required.

<PAGE>

4     Set Off, Retention and Appropriation

4.1   In   addition   to any other   rights to which it may be   entitled,   including
     rights under any   guarantee or   security,   the Bank may retain,   set off or
     appropriate any credit balances   (whether current or not yet due) either on
     the