CONFORMED COPY

Mueller Water Products, Inc.

and the Guarantors Named Herein

$425,000,000

7?% Senior Subordinated Notes due 2017



PURCHASE AGREEMENT

dated May 16, 2007

Banc of America Securities LLC

J.P. Morgan Securities Inc.

Calyon Securities (USA) Inc.

Citigroup Global Markets Inc.
SunTrust Capital Markets, Inc.

PURCHASE AGREEMENT

May 16, 2007

BANC OF AMERICA SECURITIES LLC
9 West 57th Street
New York, NY 10019

J.P. MORGAN SECURITIES INC.

277 Park Avenue, Floor 16

New York, NY 10172

CALYON SECURITIES (USA) INC.

1301 Ave. of the Americas

New York, NY 10019

CITIGROUP GLOBAL MARKETS INC.

400 Perimeter Center Terrace, Suite 600

Atlanta, GA  30346

SUNTRUST CAPITAL MARKETS, INC.

303 Peachtree Street, 23rd Floor

Atlanta, GA 30308

Ladies and Gentlemen:

Introductory.  Mueller Water Products, Inc., a Delaware corporation (the Company), proposes to issue and sell to the several Initial Purchasers named in Schedule A (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in such Schedule A of $425,000,000 aggregate principal amount of the Companys 7?% Senior Subordinated Notes due 2017 (the Notes).  Banc of America Securities LLC and J.P. Morgan Securities Inc. have agreed to act as representatives (the Representatives) of the several Initial Purchasers in connection with the offering and sale of the Notes.

The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined below) (the Indenture), among the Company, the Guarantors (as defined below) and The Bank of New York, as trustee (the Trustee).  The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the Depositary).

The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the Registration Rights Agreement), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the Commission), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially

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identical to the Notes (the Exchange Notes) to be offered in exchange for the Notes (the Exchange Offer) and/or (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause any such registration statements to be declared effective.

The payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior subordinated basis, jointly and severally by (i) the guarantors named in Schedule B hereto and (ii) any subsidiary of the Company formed or acquired after the Closing Date that becomes a guarantor in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the Guarantors), pursuant to their respective guarantees (the Guarantees).  The Notes and the Guarantees included in the Indenture are herein collectively referred to as the Securities; and the Exchange Notes and the related guarantees are herein collectively referred to as the Exchange Securities.

In addition, the Company has commenced, pursuant to the Companys Offers to Purchase and Consent Solicitation Statement dated May 1, 2007 (the Offers to Purchase), a tender offer to purchase any and all outstanding (i) 14% Senior Discount Notes due 2014  issued by the predecessor of the Company (the 2014 Notes) and (ii) 10% Senior Subordinated Notes due 2012 co-issued by the Companys wholly owned subsidiaries, Mueller Group, LLC and Mueller Group Co-Issuer, Inc. (the 2012 Notes and, together with the 2014 Notes, the Existing Notes) and a solicitation of consents from the holders of the Existing Notes (together, the Tender Offers), to amend the indentures relating to the Existing Notes pursuant to supplemental indentures (the Supplemental Indentures).

The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the Subsequent Purchasers) at any time after this Agreement is executed by the parties hereto on the terms set forth in the Pricing Disclosure Package (5:30 p.m. on the date hereof, being the first time when sales of the Securities are made, is referred to as the Time of Sale).  The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act of 1933, as amended (the Securities Act, which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions from the registration requirements thereof.  Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (Rule 144A) and Regulation S under the Securities Act (Regulation S)).

The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 11, 2007, (the Preliminary Offering Memorandum), and has prepared and delivered to each Initial Purchaser copies of a Pricing

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Supplement, dated May 16, 2007 (in the form attached hereto as Schedule C, the Pricing Supplement), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities.  The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the Pricing Disclosure Package.  Promptly after the Time of Sale, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the Final Offering Memorandum).

All references herein to the terms Pricing Disclosure Package and Final Offering Memorandum shall be deemed to mean and include all information filed by the Company under the Securities Exchange Act of 1934, as amended (the Exchange Act, which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be).

The Company and the Guarantors hereby confirm their agreements with the Initial Purchasers as follows:

SECTION 1.            Representations and Warranties.  Each of the Company and the Guarantors, jointly and severally, hereby represents, warrants and covenants to each Initial Purchaser that, as of the date hereof and as of the Closing Date (references in this Section 1 to the Offering Memorandum are to (x) the Pricing Disclosure Package in the case of representations and warranties made as of the date hereof and (y) the Final Offering Memorandum in the case of representations and warranties made as of the Closing Date, in each case including the documents incorporated by reference therein):

(a)           No Registration Required.  Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the Trust Indenture Act, which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

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