Dated 30th December 2009 GREAT EAST BOTTLES AND DRINKS (BVI) INC. ( GEBD) and GREAT EAST PACKAGING HOLDINGS LIMITED ( GEPH) ___________________________________________ RESTRUCTURING AGREEMENT ___________________________________________

1.

GREAT EAST BOTTLES AND DRINKS (BVI) INC., a company incorporated in the British Virgin Islands whose registered office is situated at P.O. Box 3140, Road Town, Tortola, British Virgin Islands (the “GEBD”); and

2.

GREAT EAST PACKAGING HOLDINGS LIMITED, a company incorporated under the laws of the British Virgin Islands whose registered office is situated at P.O. Box 3140, Road Town, Tortola, British Virgin Islands (the “GEPH”).

(A)

Great East (Overseas) Packaging Limited is a company incorporated in Hong Kong and as at the date hereof has an authorised capital of HK$1,000,000 divided into 1,000,000 shares of HK$1 each (“GEOP Shares”), of which 10,000 GEOP Shares  have been issued and are fully paid up and are held by Hangzhou Great East Packaging Company Limited, an indirectly owned subsidiary of GEBD.

(B)

Greatgrand Global Limited is a company incorporated in the British Virgin Islands and as at the date hereof has an authorised capital of USD50,000 divided into 50,000 shares of USD1 each (“GGL Share”), of which 1 GGL Share is held by GEPH.

(C)

Upjoy Holdings Limited is a company incorporated in the British Virgin Islands and as at the date hereof has an authorised capital of USD50,000 divided into 50,000 shares of USD1 each (“UHL Share”), of which 1 UHL Share is held by GEPH.

(D)

United Joy International Limited is a company incorporated in the British Virgin Islands and as at the date hereof has an authorised capital of USD50,000 divided into 50,000 shares of USD1 each (“UJI Share”), of which 1 UJI Share is held by GEPH.

(E)

Best Key Investment Limited is a company incorporated in Hong Kong and as at the date hereof has an authorised capital of HK$10,000 divided into 10,000 shares of HK$1 each (“BKI Share”), of which 1 BKI Shares is held by GEBD.

(F)

Great East Packaging International Limited is a company incorporated in the British Virgin Islands and as at the date hereof has an authorized capital of USD10,000,000, divided into 10,000,000 shares with no par value  (“GEPI shares”), of which 6,425,846 GEPI shares were held by GEBD.

(G)

The parties hereto are desirous of undergoing a restructuring exercise in accordance with Clause 2 below whereby, inter alia, GEOP (as defined hereinbelow) will subscribe shares in each of GGL, UHL and UJI and GEBD will sell all its shares indirectly in BKI to Top Sharp Investments Limited and procure GEPI to issue certain shares to GEPH.

1.1

In this Agreement, where the context so admits the following words and expressions shall have the following meanings:

1.2

Any references, express or implied, to statutes or statutory provisions shall be construed as references to those statutes or provisions as respectively amended or re-enacted or as their application is modified by other provisions (whether before or after the date hereof) from time to time and shall include any statutes or provisions of which they are re-enactments (whether with or without modification) and any orders, regulations, instruments or other subordinate legislation under the relevant statute or statutory provision.  References to sections of consolidating legislation shall, wherever necessary or appropriate in the context, be construed as including references to the sections of the previous legislation from which the consolidating legislation has been prepared.

1.3

References herein to Clauses and Schedules are to clauses in and schedules to this Agreement (unless the context requires otherwise).  The Schedules to this Agreement shall be deemed to form part of this Agreement.

1.4

The headings are inserted for convenience only and shall not affect the construction of this Agreement.

1.5

Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender.

2.1

In consideration of GEPH to procure the Subsidiaries to enter into the Subscription Agreements with GEOP, GEBD agrees to:

 

(1)

enter into a SP Agreement with Top Sharp; and

 

(2)

procure GEPI to enter into the Option Agreement with GEPH.

 

(a)

GEPH shall deliver to GEBD a copy of the executed Subscription Agreements;

 

(b)

GEBD shall deliver to GEPH a copy of the executed SP Agreement and Option Agreement.

4.1

Whole Agreement

4.2

Severability

 

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

 

(a)

the validity or enforceability in that jurisdiction of any other provision of this Agreement; or

 

(b)

the validity or enforceability in other jurisdictions of that or any other provision of this Agreement.

4.3

Assignment

 

The Parties shall not be entitled to assign or transfer any of their rights (which are not assignable) or obligations under this Agreement.

4.4

Time

 

Time shall be of the essence in this Agreement both as regards dates and periods specifically mentioned and as to any dates and period which may, by agreement in writing between the Parties hereto, be substituted thereof.

5.1

All notices or other communications under or in connection with this Agreement shall be given in writing or by facsimile.  Any such notice shall be deemed to be given as follows:

 

(a)

if by letter, when delivered personally or on actual receipt; or

 

(b)

if by facsimile, when confirmed by an activity report confirming the facsimile number to which such notice was sent, the number of pages transmitted and that such transmission was successfully completed,

5.2

The address and facsimile number of GEBD and the GEPH are:

 

(a)

GEBD

 

Address:

OMC Chambers, P.O. Box 3152, Road Town, Tortola, B.V.I.

 

Facsimile:

[*]

 

(b)

GEPH

 

Address:

Offshore Incorporations Ltd.- P.O. Box 957, Todman Building, Main Street, P.O. Box 3140, Road Town, Tortola, B.V.I.

 

Facsimile:

[*]

 

Each party shall bear its own costs and expenses (if any) incurred in connection with the preparation, negotiation, settlement and performance of this Agreement.

7.1

This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong.

7.2

The Parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the Hong Kong Court in connection herewith.