INVENTORY PURCHASE AGREEMENT





              This INVENTORY PURCHASE AGREEMENT (this "Agreement"), dated as

of December 14, 2004, is entered into by and between Niples del Norte S.A.

de C.V., a Mexican sociedad anonima de capital variable (the "Seller"), and

Mueller de Mexico S.A. de C.V., a Mexican sociedad anonima de capital

variable (the "Buyer").



                              R E C I T A L S :



              WHEREAS, the Seller desires to sell to the Buyer and the Buyer

desires to purchase from the Seller certain inventory upon the terms and

conditions set forth herein.



              NOW, THEREFORE, in consideration of the foregoing premises and

the mutual representations, warranties, covenants and agreements herein

contained, the Buyer and the Seller hereby agree as follows:



              SECTION 1.  Definitions.  Capitalized terms used in this

Agreement and not otherwise defined herein shall have the meaning ascribed

to them in the Securities Purchase Agreement, dated as of the date hereof,

by and among Mueller Comercial de Mexico, S. de R.L. de C.V. and the other

parties thereto.



              SECTION 2.  Sale of Inventory.  Subject to the terms and

conditions set forth in this Agreement and in reliance upon the Seller's

representations and warranties set forth below, on the date hereof, the

Seller shall sell to the Buyer, and the Buyer shall purchase from the

Seller, all the raw material, work-in-process and finished goods inventory

described on Exhibit A (the "Inventory"), for eleven million one hundred

sixty one thousand one hundred thirty dollars ($11,161,130), plus applicable

Mexican Value Added Tax (the "Purchase Price").  Payment of the Purchase

Price by the Buyer to the Seller shall be made on the date hereof in cash by

wire transfer of immediately available funds to such account as the Seller

shall specify.  The Seller hereby assigns to the Buyer all rights (including

litigation rights) which it may have in connection with or related to the

Inventory.



              SECTION 3.  Representations and Warranties of the Seller.  The

Seller hereby represents and warrants to the Buyer as follows:



              (a) Corporate Organization.  The Seller is a corporation duly

organized, validly existing and in good standing under the laws of Mexico

and has all requisite corporate power and authority to own its properties

and assets and to conduct its businesses as now conducted.

















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              (b) Authorization and Validity of Agreement.  The Seller has

the requisite power and authority to enter into this Agreement and to carry

out its obligations hereunder.  The execution and delivery of this Agreement

by the Seller and the performance by the Seller of its obligations hereunder

have been duly authorized by all necessary corporate action of the Seller

and no other corporate proceedings on the part of the Seller are necessary

to authorize such execution, delivery and performance.  This Agreement has

been duly executed and delivered by the Seller and constitutes the Seller's

valid and binding obligation, enforceable against the Seller in accordance

with its terms, except as enforceability may be limited by bankruptcy,

insolvency, reorganization, moratorium and other laws of general

applicability relating to or affecting creditors' rights or by general

principles of equity.



              (c) No Conflict or Violation.  The execution, delivery and

performance by the Seller of this Agreement do not and will not violate or

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