EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT made as of August 28, 2003 (the "Agreement")

by and between Ionics, Incorporated, a Massachusetts corporation with principal

offices at 65 Grove Street, Watertown, MA 02472 (the "Corporation"), and John F.

Curtis, an individual residing at 6 Tower Drive, Dover, Massachusetts 02116 (the

"Employee").



                               W I T N E S S E T H



         WHEREAS, the Corporation desires that the Employee be employed as its

Vice President, Strategy and Operations on the terms and conditions set forth in

this Agreement; and



         WHEREAS, the Employee desires to be employed by the Corporation in such

capacity, on the terms and conditions set forth in this Agreement; and



         WHEREAS, the Employee has represented and warranted to the Corporation

that he has no commitment, obligation or contract of any kind that is

inconsistent with his being employed by the Corporation on the terms contained

herein;



         NOW, THEREFORE, in consideration of the premises and of the covenants

and agreements contained in this Agreement, the parties hereby agree as follows:



1. Duties. The Corporation hereby hires and agrees to employ the Employee, and

the Employee agrees to be employed by the Corporation, in an executive capacity

for the Term (as defined below) and on the terms and conditions set forth in

this Agreement. During the Term, the Corporation shall employ the Employee as

its Vice President, Strategy and Operations. During the term of his employment

hereunder, the Employee shall report directly to, and shall be subject to the

direction and control of, the Corporation's Chief Executive Officer, and the

Employee shall be primarily based at the Corporation's headquarters in

Watertown, Massachusetts, except for reasonably required travel on the





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Corporation's business. During the Employment Term, the Employee shall devote

substantially all of his business time, best efforts, and business judgment,

skill, ability, knowledge, and energies to the advancement of the Corporation's

best interests in the discharge of his responsibilities hereunder, which shall

be the responsibilities commensurate with such positions in a corporation with

securities publicly traded in the United States.



2. Compensation.



         (a) Base Salary. During the Term, as compensation for the Employee's

services hereunder, the Corporation shall pay to the Employee a base salary of $

29,166.67 per month (for an annual rate of $350,000), subject to such salary

increases as may be granted by the Corporation's Board of Directors. The base

salary shall be payable in installments in accordance with the Corporation's

regular practices, as such practices may be modified from time to time, but in

no event less often than monthly.



         (b) Bonus. In addition to his base salary, during the Term, the

  Employee will be entitled to participate in a bonus program to be established

  by the Corporation. The Employee will be entitled to a minimum bonus with

  respect to the Corporation's fiscal year ending December 31, 2003 of $75,000,

  a minimum bonus with respect to the Corporation's fiscal year ending December

  31, 2004 of $150,000, and a minimum bonus with respect to the Corporation's

  fiscal year ending December 31, 2005 of $75,000, which minimum amounts may be

  exceeded pursuant to the final terms of the bonus program. The bonuses shall

  be payable as determined by the Board of Directors.



         (c) Stock Options. Pursuant to the recommendation of the Compensation

  Committee of the Board of Directors and as a material inducement to the

  Employee to enter into this Agreement and to become employed by the

  Corporation, the Corporation, effective as of the date hereof, shall grant to

  the Employee inducement nonqualified stock options to purchase 200,000 shares

  of the Corporation's Common Stock, par value $1.00 per share, which option

  shall be substantially in the form of Exhibit A attached hereto. In 2004 and

  subsequent years during the Term, the Employee shall be eligible for annual





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  grants of additional nonqualified stock options to purchase 50,000 shares

  (subject to appropriate adjustment to reflect stock dividends, stock splits,

  recapitalizations, etc.) of the Corporation's Common Stock, par value $1.00

  per share, under the Corporation's 1997 Stock Incentive Plan (or another stock

  option plan maintained by the Corporation), subject to the approval of each

  such grant by the Compensation Committee of the Board of Directors.



         (d) Benefits. During the Employment Term, the Employee shall be

  eligible to participate in all benefit plans of the Corporation, including,

  without limitation, the Ionics, Incorporated Section 401(k) plan, the Ionics,

  Incorporated Retirement Plan (a defined benefit pension plan), the

  Corporation's Supplemental Employee Retirement Plan, and group medical,

  dental, accident, disability, life and other health benefit plans of the

  Corporation, as may be provided by the Corporation from time to time to the

  Corporation's executives of comparable status, subject to, and to the extent

  that, the Employee is eligible under such benefit plans in accordance with

  their respective terms. The Employee will be entitled to first-class air

  travel for all domestic air travel, and business-class air travel on all

  overseas flights taken on behalf of the Corporation in furtherance of his

  duties as an executive employee. The Corporation will pay for the maintenance

  of all airline club memberships held by the Employee, to the extent not

  already provided on a complimentary basis in conjunction with Employee's

  credit card accounts.



         (e) Vacation. The Employee shall be entitled to four weeks of vacation

  for each calendar year during the Term, at such times as shall be mutually

  agreed upon by the Corporation and the Employee, and otherwise in accordance

  with the Corporation's regular practices, as such practices may be modified

  from time to time.



         (f) Expenses. During the Employment Term, the Employee is authorized to

  incur reasonable expenses in the performance of his duties hereunder. The

  Corporation shall reimburse the Employee for all such expenses upon the

  presentation by the Employee, not less frequently than monthly, of signed,

  itemized expense reports, together with any receipts or vouchers, in

  accordance with the Corporation's policies and procedures as adopted and in

  effect from time to time applicable to its executive officers.



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         (g) Indemnity. During the Employment Term and for six years thereafter,

  the Corporation will provide to the Employee indemnification rights available

  to its directors and officers generally, including the benefit of such

  policies of directors' and officers' liability insurance as the Corporation

  maintains for the benefit of all its directors and officers during such

  period.



3. Term and Termination.



         (a) The term of this Agreement shall be for the period commencing on

  the date hereof and terminating on the date that is three years after the date

  hereof, unless earlier terminated pursuant to any of the provisions of this

  Section 3 (the "Initial Term"). Subject to earlier termination as provided in

  this Section 3 and unless the Corporation or Employee gives written notice to

  the other at least 90 days prior to the expiration of the Initial Term (or any

  subsequent one-year extension thereof) of the Corporation's or Employee's,

  respectively, intention not to continue Employee's employment beyond the end

  of such period, the Initial Term (or any subsequent one-year extension

  thereof) shall be automatically extended for an additional one-year period.

  The Initial Term, together with any extensions, shall be referred to as the

  "Term." The period commencing on the date hereof and ending on the last day of

  the Employee's employment with the Corporation shall be referred to as the

  "Employment Term."



         (b) The Corporation may terminate Employee's employment upon ten (10)

  days' prior written notice for Cause (as defined below). "Cause" shall mean

  any of the following: (i) the Employee's dishonesty, malfeasance, disloyalty

  or breach of fiduciary duties to the Corporation; (ii) the conviction of, or

  plea of guilty or nolo contendere by, the Employee for any felony involving

  moral turpitude (or for any lesser crime or offense involving the

  Corporation); (iii) the failure or refusal, except due to incapacity as a

  result of illness or disability, of the Employee to perform the lawful duties

  appropriate to his office assigned to him pursuant to this Agreement, provided

  that such failure or refusal continues uncorrected for a period of 30 days

  after the Employee shall have received specific written directions in respect

  thereof from the Chief Executive Officer; or (iv) any breach by the Employee

  of Section 4 of this Agreement or of the Employer's Agreement With Employee in

  the form of Exhibit B attached hereto. The Employee's employment shall also





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  terminate immediately upon his death. The Corporation may terminate the

  Employee's employment upon ten (10) days' prior written notice following a

  determination by the Board of Directors that the Employee has a Permanent

  Disability (as hereinafter defined); provided, however, that no such

  termination shall be effective (i) prior to the expiration of the 180-day

  period following the date the Employee first incurred the condition which is

  the basis for the Permanent Disability or (ii) if the Employee begins to

  substantially perform the significant aspects of his regular duties prior to

  the proposed effective date of such termination. For purposes of this

  Agreement, "Permanent Disability" shall mean the Employee's inability, by

  reason of any physical or mental impairment, to substantially perform the

  significant aspects of his regular duties, as contemplated by this Agreement,

  which inability is reasonably contemplated to continue for at least one (1)

  year from its incidence and at least 90 days from the date of such

  determination. Any question as to the existence, extent, or potentiality of

  the Employee's Permanent Disability shall be determined by a qualified

  independent physician selected by the Employee (or, of the Employee is unable

  to make such selection, by an adult member of the Employee's immediate family)

  and reasonably acceptable to the Board. If the Employee's employment is

  terminated due to any of the reasons stated in this Section 3(b), or if the

  Employee terminates his employment ((other than for Good Reason (as defined

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