EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT made as of April 1, 2003 (the "Agreement") by

and between Ionics, Incorporated, a Massachusetts corporation with principal

offices at 65 Grove Street, Watertown, MA 02472 (the "Corporation"), and Douglas

R. Brown, an individual residing at 210 Monument Farm Road, Concord, MA 01742

(the "Employee").



                               W I T N E S S E T H



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

President from and after April 1, 2003 and is its Chief Executive Officer from

and after July 1, 2003, on the terms and conditions set forth in this Agreement;

and



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

capacities, 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 President from and after April 1, 2003 and as its Chief Executive Officer

from and after July 1, 2003. During the term of his employment hereunder as

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

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

Officer. During the term of his employment hereunder as Chief Executive Officer,





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

control of, the Corporation's Board of Directors. 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

$33,333.33 per month (for an annual rate of $400,000), 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 Board of Directors in consultation with the Employee. The Employee will be

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

December 31, 2003 of $300,000 and a minimum bonus with respect to the

Corporation's fiscal year ending December 31, 2004 of $400,000, 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





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

nonqualified stock options to purchase 500,000 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 grants of additional

nonqualified stock options to purchase 100,000 shares 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 credited with his earlier employment with the Corporation for purposes

of calculating his retirement benefit under the Corporation's Supplemental

Employee Retirement Plan. The Employee will be entitled to first-class air

travel on all air travel 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 five 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.



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(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.



(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





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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

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