Common Stock Lock-up Agreement

                                                                    EXHIBIT 10.2

                         Common Stock Lock-up Agreement
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The Board of Directors
Vicon Industries, Inc. (the "Company")


     I,   Kenneth   M.   Darby   (hereinafter   "Darby"),   in   consideration   of   the
Company's entering into a new Employment   Agreement dated November 10, 2006 with
Darby, hereby agree that for a period from the date hereof to September 30, 2008
(the "Lock-up Period"),   Darby will not, without the prior consent of a majority
of the Board of Directors (1) directly or   indirectly,   issue,   offer,   agree to
sell or sell any of his currently owned 320,000 shares of Vicon Industries, Inc.
Common   Stock   (par   value   $.01) to any   person;   or (2) enter into any swap or
similar   agreement   that   transfers,   in whole or in part,   the economic risk of
ownership of the Common   Stock of the Company;   except