EXECUTION VERSION



                                WAIVER AGREEMENT





                          DATED AS OF DECEMBER 8, 2004



     This WAIVER AGREEMENT (this "WAIVER AGREEMENT") is among IONICS,

INCORPORATED, a Massachusetts corporation (the "BORROWER"), UBS AG, STAMFORD

BRANCH, in its capacity as administrative agent for the Lenders (in such

capacity, the "ADMINISTRATIVE AGENT") and as collateral agent for the Secured

Parties (in such capacity, the "COLLATERAL AGENT") and the Lenders signatory

hereto, and is made pursuant to that certain Credit Agreement dated as February

13, 2004, as amended by that certain First Amendment to Credit Agreement dated

as of March 15, 2004 and that certain Second Amendment and Waiver to Credit

Agreement dated as of July 9, 2004 (as further amended, modified, restated or

supplemented from time to time, the "CREDIT AGREEMENT"), among the Borrower, the

Subsidiary Guarantors, the Lenders, the Administrative Agent, the Collateral

Agent, UBS SECURITIES LLC, as lead arranger (in such capacity, the "ARRANGER"),

sole bookmanager and documentation agent (in such capacity, the "DOCUMENTATION

AGENT"), FLEET SECURITIES, INC. and BANK OF AMERICA, N.A., as syndication agents

(in such capacity, the "SYNDICATION AGENTS"), WACHOVIA BANK, N.A. and GENERAL

ELECTRIC CAPITAL CORPORATION, as co-documentation agents (in such capacity, the

"CO-DOCUMENTATION AGENTS"), UBS LOAN FINANCE LLC, as swingline lender (in such

capacity, "SWINGLINE LENDER"), and HSBC BANK USA, as issuing bank (in such

capacity, the "ISSUING BANK").



     Terms used but not otherwise defined in this Waiver Agreement shall have

the meaning ascribed to such terms in the Credit Agreement.



                             PRELIMINARY STATEMENTS:



     1. The Borrower has entered into that certain Agreement and Plan of Merger,

dated as of November 24, 2004, among General Electric Company, a New York

corporation (the "PARENT"), Triton Acquisition Corp., a Massachusetts

corporation and wholly owned subsidiary of the Parent, and the Borrower, a copy

of which is attached hereto as Exhibit A (the "MERGER AGREEMENT").



     2. As a result of entering into the Merger Agreement, the Borrower has

breached its obligations under Sections 6.05 and 6.06 of the Credit Agreement

and, as such, an Event of Default has arisen under clause (d) of Article VIII of

the Credit Agreement (the "GE MERGER DEFAULT").



     3. The Borrower has requested that the Required Lenders agree to waive the

GE Merger Default for the period specified herein and, subject to the terms and

conditions set forth below, the Required Lenders, the Administrative Agent, and

the Collateral Agent are willing to so agree.



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          NOW, THEREFORE, in consideration of the premises and for other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:



     1. Waiver. Subject to the terms and conditions of this Waiver Agreement

(including Section 2 hereof), the Required Lenders hereby waive: (i) the GE

Merger Default for all periods from November 24, 2004 through the earliest to

occur of (x) the date on which the merger has been consummated as contemplated

under Article I of the Merger Agreement, (y) the date on which the Merger

Agreement shall have been terminated or otherwise ceased to be in full force and

effect and (z) August 1, 2005 (such period, the "WAIVER PERIOD") and (ii) at all

times during the Waiver Period, the requirement that the Borrower grant a

security interest in and Mortgage on each Real Property listed on Schedule

6.06(c) to the Credit Agreement as required under Section 5.11(d) of the Credit

Agreement. The waivers set forth in this Section 1 shall be effective only

during the Waiver Period and only as to the matters set forth specifically

herein relating to the Merger Agreement and Section 5.11(d) of the Credit

Agreement and shall not entitle the Borrower to any other waiver or agreement

with respect to any other matter (including, without limitation, any Default or

Event of Default arising as a result of the Borrower entering into any other

merger or consolidation transaction).



     2. Conditions to Effectiveness. The effectiveness of this Waiver Agreement

is conditioned upon the satisfaction of each of the following conditions

precedent on or before December 15, 2004; provided that once such conditions

precedent have been satisfied this Waiver Agreement shall be deemed to be

effective as of November 24, 2004 (such date, the "Waiver Effective Date"):



          a. the Administrative Agent shall have received counterparts of this

Waiver Agreement signed by the Borrower, the Subsidiary Guarantors, the Required

Lenders, the Administrative Agent and the Collateral Agent;



          b. each of the representations and warranties in Section 3 below shall

be true and correct in all material respects as of the Waiver Effective Date and

as of the date hereof;



          c. after giving effect to the waiver set forth in Section 1 hereof, no

Default or Event of Default shall have occurred and be continuing under the

Credit Agreement or any other Loan Document;



          d. the Administrative Agent shall have received payment in immediately

available funds of all expenses incurred by the Administrative Agent (including,

without limitation, legal fees) for which invoices have been presented, on or

before the date hereof; and



          e. the Administrative Agent shall have received satisfactory evidence

that the execution, delivery and performance of this Waiver Agreement have been

duly approved by all necessary corporate action of each Loan Party.



     3. Representations and Warranties. The Borrower and each of the other Loan

Parties represents and warrants to the Administrative Agent, the Collateral

Agent and each Lender as of the date hereof and as of the Waiver Effective Date

as follows:



                                        2

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          a. Authority. Each of the Loan Parties has the requisite corporate

power and authority to execute and deliver this Waiver Agreement and to perform

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