MEMORANDUM  OF  UNDERSTANDING
Between
MR.  NG  TUNG  WO  PAUL/TUNG  SHING  (USA-CAN)  LTD
And
TAGALDER  (2000)  INCORPORATED



This  is  to  confirm  that  Mr. Ng Tung Wo Paul/Tung Shing (USA-CAN) Ltd ("Ng")
agrees  to sell and Tagalder (2000) Incorporated ("Tagalder") agrees to purchase
additional  ownership  of  Tung  Shing  Development Ltd ("TSD") up to 40% of the
holding  under  the  following  terms  and  conditions:

1.     "TSD"  is  a  Hong  Kong  registered  company:

       Certificate  no:          07178935-000-04-007
       Flat/RM  1706,  Bonham  Trade  CTR,  50  Bonham  Strand,  Hong  Kong

2.     "TSD"  is  owned  by  "Ng".

3.     "TSD"  is  in  the  business  of  investment,  import/export, and general
       trading in the plywood business. "TSD" confirmed that "TSD" has 51%
       ownership in Jiangxi  Tung  Shing  Plywood  Factory  Co.,  Ltd  ("TSPF").


4.     "TSD"  has  acquired  75%  of Shenzhen Punluen Industrial Co., Ltd at the
       purchase  price  of  C$2,399,627.00.

5.     "Tagalder"  already  acquired  20%  of  TSD  without the Shenzhen Punluen
       Insdutrial  Co.,  Ltd.

6.     The  Price:


       As  agreed  by both parties, the purchase price of 40% of the ownership
       with the holding  in  Shenzhen  Punluen  Insdutrial  Co., Ltd is fixed at
       C$3,246,672.00. Tagalder  already  paid  C$1,113,208.00. The remaining
       balance of C$2,133,464,00 will  be  paid  at  closing.

7.     The  Management

       Both parties agree that Tagalder will elect one director to the board and
       retain the  current  management  of  "TSD"  until  further  notice.

8.     The  Business

       Both  parties  agree  to  further  develop  and expand the current core
       business through  corporate  restructure  and  acquisition.


9.     Payment

       Both  parties  agree  that  Tagalder  will  issue  common  shares to pay
       for the purchase:.

       The  price:                           C$0.17
       Total  quantity  of  shares:          12,549,788  shares

10.     Official  Approval

This  agreement  is  conditional  upon  the  following  official  approval:

- -     Tagalder's  Board
- -     Regulatory  Approval
- -     Tagalder  shareholders

11.     This  Memorandum  of  understanding  is  signed  on  June  18,  2001 by:




"Mr.  Ng  Tung  Wo  Paul"               "Mr.Peter  Chun"
- ------------------------                ---------------
Tung  Shing  Development  Limited       Tagalder  (2000)  Incorporated



Date:  June  18,2001                    Date:  June  18,2001