REGISTRATION RIGHTS AGREEMENT



                              MUELLER GROUP, INC.



                                   as Issuer



                      EACH OF THE GUARANTORS PARTY HERETO



                                 as Guarantors









    $100,000,000 SECOND PRIORITY SENIOR SECURED FLOATING RATE NOTES DUE 2011

              $315,000,000 10% SENIOR SUBORDINATED NOTES DUE 2012

                           Dated as of April 23, 2004



                              ___________________





                        CREDIT SUISSE FIRST BOSTON LLC,

                         BANC ONE CAPITAL MARKETS, INC.

                         DEUTSCHE BANK SECURITIES INC.

                          J.P. MORGAN SECURITIES INC.





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     This Registration Rights Agreement (this "Agreement") is made and entered

into as of April 23, 2004, by and among Mueller Group, Inc., a Delaware

corporation (the "Company"), each of the Guarantors party hereto (collectively,

the "Guarantors"), and Credit Suisse First Boston LLC, Banc One Capital

Markets, Inc., Deutsche Bank Securities Inc., and J.P. Morgan Securities Inc.

(collectively, the "Initial Purchasers"), who have agreed to purchase the

Company's Second Priority Senior Secured Floating Rate Notes due 2011 (the

"Secured Notes") and the Company's 10% Senior Subordinated Notes due 2012 (the

"Subordinated Notes," and, together with the Secured Notes, the "Initial

Notes") pursuant to the Purchase Agreement (as defined below).



     This Agreement is made pursuant to the Purchase Agreement, dated April 8,

2004 (the "Purchase Agreement"), by and among the Company, the Guarantors and

the Initial Purchasers. In order to induce the Initial Purchasers to purchase

the Initial Notes, the Company has agreed to provide the registration rights

set forth in this Agreement. The execution and delivery of this Agreement is a

condition to the obligations of the Initial Purchasers set forth in Section 6

of the Purchase Agreement. Capitalized terms used herein and not otherwise

defined shall have the meaning assigned to them in the Indenture, dated as of

April 23, 2004 (the "Secured Notes Indenture"), among the Company, the

Guarantors and Wachovia Bank, National Association, as Trustee (the "Trustee"),

relating to the Secured Notes (to the extent related to the Secured Notes) the

Indenture dated as of April 23, 2004 (the "Subordinated Notes Indenture"),

among the Company, the Guarantors and the Trustee relating to the Subordinated

Notes (to the extent related to the Subordinated Notes). The Secured Notes

Indenture and the Subordinated Notes Indenture are collectively referred to as

the "Indentures."



     The parties hereby agree as follows:



SECTION 1. DEFINITIONS



     As used in this Agreement, the following capitalized terms shall have the

following meanings:



     Act: The Securities Act of 1933, as amended.



     Affiliate: As defined in Rule 144.



     Affiliated Market Maker: A Broker-Dealer or one of its Affiliates who is

deemed to be an Affiliate of the Company and intends to make a market in the

Exchange Notes.



     Broker-Dealer: Any broker or dealer registered under the Exchange Act.



     Certificated Securities: Definitive Notes, as defined in the Indentures.



     Closing Date: The date hereof.



     Commission: The Securities and Exchange Commission.



     Consummate: An Exchange Offer shall be deemed "Consummated" for purposes

of this Agreement upon the occurrence of (a) the filing and effectiveness under

the Act of the Exchange Offer Registration Statement relating to the Exchange

Notes to be issued in the Exchange Offer, (b) the keeping of the Exchange Offer

open for a period not less than the period required pursuant to Section 3(b)

hereof and (c) the delivery by the Company to the Registrar under the Secured

Notes Indenture of Secured Exchange Notes (as defined below) and under the

Subordinated Notes Indenture of Subordinated Exchange Notes (as defined below)

in the same aggregate principal



{PAGE}



amount as the aggregate principal amount of Secured Notes and Subordinated

Notes, respectively, validly tendered and not withdrawn by Holders (as defined

below) thereof pursuant to the Exchange Offer.



     Consummation Date: The date on which the Exchange Offer is Consummated.



     Consummation Deadline: As defined in Section 3(b) hereof.



     Effectiveness Deadline: As defined in Sections 3(a) and 4(a) hereof.



     Exchange Act: The Securities Exchange Act of 1934, as amended.



     Exchange Notes: The Company's Second Priority Senior Secured Floating Rate

Exchange Notes due 2011 (the "Secured Exchange Notes") and the Company's 10%

Senior Subordinated Exchange Notes due 2012 (the "Subordinated Exchange Notes")

to be issued pursuant to the Secured Notes Indenture or Subordinated Notes

Indenture, as applicable (i) in the Exchange Offer or (ii) as contemplated by

Section 6(b) hereof.



     Exchange Offer: The exchange and issuance by the Company of a principal

amount of Secured Exchange Notes and Subordinated Exchange Notes (which shall

be registered pursuant to the Exchange Offer Registration Statement) equal to

the aggregate principal amount of Secured Notes and Subordinated Notes,

respectively, that are validly tendered and not withdrawn in connection with

such exchange and issuance.



     Exchange Offer Registration Statement: The Registration Statement relating

to the Exchange Offer, including the related Prospectus.



     Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.



     Holders: As defined in Section 2 hereof.



     Liquidated Damages: As defined in Section 5 hereof.



     Notes: The Initial Notes and the Exchange Notes together.



     Participating Broker Dealer: As defined in Section 3(a) hereof.



     Prospectus: The prospectus included in a Registration Statement at the

time such Registration Statement is declared effective, as amended or

supplemented by any prospectus supplement and by all other amendments thereto,

including post-effective amendments, and all material incorporated by reference

into such prospectus.



     Recommencement Date: As defined in Section 6(d) hereof.



     Registration Default: As defined in Section 5 hereof.



     Registration Statement: Any registration statement of the Company and the

Guarantors relating to (a) an offering of Exchange Notes pursuant to an

Exchange Offer or (b) the registration for resale of Transfer Restricted

Securities pursuant to the Shelf Registration Statement, in each case, (i) that

is filed pursuant to the provisions of this Agreement and (ii) including the

Prospectus included therein and all exhibits thereto.



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{PAGE}



     Regulation S: Regulation S promulgated under the Act.



     Rule 144: Rule 144 promulgated under the Act.



     Shelf Registration Statement: As defined in Section 4 hereof.



     Suspension Notice: As defined in Section 6(d) hereof.



     TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb), as

in effect on the date of the Indentures.



     Transfer Restricted Securities: Each (a) Initial Note, until the earliest

to occur of (i) the date on which such Initial Note is exchanged in the

Exchange Offer for an Exchange Note that is entitled to be resold to the public

by the holder thereof without complying with the prospectus delivery

requirements of the Securities Act, (ii) the date on which such Initial Note

has been disposed of in accordance with a Shelf Registration Statement (and the

purchasers thereof have been issued Exchange Notes), and (iii) the date on

which such Initial Note is distributed to the public pursuant to Rule 144 under

the Act and (b) Exchange Note issued to a Participating Broker-Dealer in the

Exchange Offer until the date on which such Exchange Note is disposed of by

such Participating Broker-Dealer pursuant to the "Plan of Distribution"

contemplated by the Exchange Offer Registration Statement (including the

delivery of the Prospectus contained therein).



SECTION 2. HOLDERS



     A Person is deemed to be a holder of Transfer Restricted Securities (each,

a "Holder") whenever such Person is the holder of record of Transfer Restricted

Securities.



SECTION 3. REGISTERED EXCHANGE OFFER



     (a) Unless the Exchange Offer shall not be permitted by applicable federal

law or Commission policy (after the procedures set forth in Section 6(a)(i)

hereof have been complied with), the Company and the Guarantors shall use their

respective reasonable best efforts to (i) cause the Exchange Offer Registration

Statement to be filed with the Commission as promptly as practicable after the

Closing Date, but in no event later than 90 days after the Closing Date (such

90th day, the "Filing Deadline"), (ii) cause such Exchange Offer Registration

Statement to become effective as promptly as practicable, but in no event later

than 180 days after the Closing Date (such 180th day, the "Effectiveness

Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective

amendments to such Exchange Offer Registration Statement as may be necessary in

order to cause it to become effective, and (B) subject to the proviso in

Section 6(c)(xii) hereof, cause all necessary filings, if any, in connection

with the registration and qualification of the Exchange Notes to be made under

the Blue Sky laws of such jurisdictions as are necessary to permit Consummation

of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer

Registration Statement, commence and, within the time periods contemplated by

Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be

on the appropriate form permitting (i) registration of the Exchange Notes to be

offered in exchange for the Initial Notes that are Transfer Restricted

Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered

into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its

own account as a result of its market-making activities or other trading

activities (other than Initial Notes acquired directly from the Company or any

of its Affiliates) as contemplated by Section 3(c) hereof (each, a

"Participating Broker Dealer").







                                       3

{PAGE}



     (b) The Company and the Guarantors shall use their respective reasonable

best efforts to cause the Exchange Offer Registration Statement to be effective

continuously, and shall keep the Exchange Offer open for a period of not less

than the minimum period required under applicable federal and state securities

laws to Consummate the Exchange Offer; provided that in no event shall such

period be less than 20 Business Days. The Company and the Guarantors shall

cause the Exchange Offer to comply with all applicable federal and state

securities laws. No securities other than the Exchange Notes (and the

guarantees thereof) shall be included in the Exchange Offer Registration

Statement. The Company and the Guarantors shall use their respective reasonable

best efforts to cause the Exchange Offer to be Consummated within 30 Business

Days after the Exchange Offer Registration Statement has become effective, but

in no event later than 40 Business Days after the Effectiveness Deadline (such

40th day, the "Consummation Deadline").



     (c) The Company shall include a "Plan of Distribution" section in the

Prospectus contained in the Exchange Offer Registration Statement and indicate

therein that any Broker-Dealer who holds Transfer Restricted Securities that

were acquired for the account of such Broker-Dealer as a result of

market-making activities or other trading activities (other than Initial Notes

acquired directly from the Company or any of its Affiliates), may exchange such

Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of

Distribution" section shall also contain all other information with respect to

such sales by such Broker-Dealers that the Commission may require in order to

permit such sales pursuant thereto, but such "Plan of Distribution" shall not

name any such Broker-Dealer or disclose the amount of Transfer Restricted

Securities held by any such Broker-Dealer, except to the extent required by the

Commission.



     Because such Broker-Dealer may be deemed to be an "underwriter" within the

meaning of the Act and must, therefore, deliver a prospectus meeting the

requirements of the Act in connection with its initial sale of any Exchange

Notes received by such Broker-Dealer in the Exchange Offer, the Company and the

Guarantors shall permit the use of the Prospectus contained in the Exchange

Offer Registration Statement by such Broker-Dealer to satisfy such prospectus

delivery requirement for a period of 90 days following the Consummation Date.

To the extent necessary to ensure that the Prospectus contained in the Exchange

Offer Registration Statement is available for sales of Exchange Notes by

Broker-Dealers, the Company and the Guarantors agree to use their respective

reasonable best efforts to keep the Exchange Offer Registration Statement

continuously effective, supplemented, amended and current as required by and

subject to the provisions of Sections 6(a) and (c) hereof and in conformity

with the requirements of this Agreement, the Act and the policies, rules and

regulations of the Commission as announced from time to time, for a period of

90 days from the Consummation Date or such shorter period as will terminate

when no Transfer Restricted Securities are outstanding. The Company and the

Guarantors shall provide sufficient copies of the latest version of such

Prospectus to such Broker-Dealers, promptly upon request, at any time during

such period.



SECTION 4. SHELF REGISTRATION



     (a) Shelf Registration. If (i) the Exchange Offer is not permitted by

applicable law or Commission policy (after the Company and the Guarantors have

complied with the procedures set forth in Section 6(a)(i) hereof) or (ii) if

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