Exhibit
10.5
  E M P L O Y M E N
T    R E N E W A L    P R O P O S A
L


For the consideration
of:
 
 MR. JOE DeROSE
 Conforce International,
Inc.
 
 
 Private and
Confidential
 
 
 
 October 31, 2008
 
 
 This letter will serve as confirmation
of our proposal in connection with the renewal of your employment with Conforce
International Inc. (“Conforce”). Below are the key points of the
proposal:
 
 
 TERM– The term of your employment renewal,
under the terms and conditions as stated below, will be for a period of 12
months from the renewal date of November 1, 2008.
 
 APPOINTMENT– Your title will remain as Vice
President, Product Development. Your responsibilities will continue to be the
research, development and improvement of all new products for the company,
including but not limited to,EKO-FLORTMfor the container industry, the highway
trailer industry, the cruise line industry, and the residential floor
industry.
 
 BASE
SALARY– Your base salary
will be the monthly sum of three thousand, five hundred ($3,500) dollars until
June 1, 2009, at which time your base shall be discontinued until such time as
the company has completed a financial offering for the establishment of a
manufacturing facility for eitherEKO-FLORTMcontainer or trailer flooring as a
result of a positive outcome in connection with either ocean-going or
over-the-road product customer product trials.
 
 STOCK COMPONENT
“A”– At the completion of
the employment renewal term as described herein, a Conforce share certificate in
the amount of three hundred and twenty thousand (320,000) shares will be issued
in the name of Joe DeRose provided that i)eitherof theEKO-FLORTMcontainer or trailer products have been
certified for commercialization by their respective governing bodies such as the
American Bureau of Shipping (ABS) or the Transport Trailer Manufacturers
Association (TTMA) and, ii) such certified product(s) has been developed for
commercialization in accordance with the guidelines as set forth in Schedule “A”
attached hereto. Such shares will be unrestricted for trade and can be sold in
whole or in part at any time at your sole discretion.
 
 STOCK COMPONENT
“B”– At the completion of
the employment renewal term as described herein, an additional Conforce share
certificate in the amount of eighty thousand (80,000) shares will be issued in
the name of Joe DeRose provided that i) bothEKO-FLORTMfor container and trailer have been
certified for commercialization by their respective governing bodies such as the
American Bureau of Shipping (ABS) and the Transport Trailer Manufacturers
Association (TTMA) and, ii) such certified products have been developed for
commercialization in accordance with the guidelines as set forth in Schedule “A”
attached hereto. Such shares will be unrestricted for trade and can be sold in
whole or in part at any time at your sole discretion.
 
 STOCK COMPONENT
“C”– At the completion of
the employment renewal term as described herein, a Conforce share certificate in
the amount of eighty thousand (80,000) shares will be issued in the name of Joe
DeRose. Such shares will be unrestricted for trade and can be sold in whole or
in part at any time at your sole discretion.
 
 
 .... Continued
 
 continued ....  Employment
Renewal Proposal from Conforce to Mr. Joe DeRose
 page 2 of 2
 
 
 
 
 STOCK
OPTIONS– As a senior
officer of Conforce, you will be entitled to receive annual stock options, the
amount of which will be determined at such time as a compensation committee has
been appointed by the Board of Directors of Conforce.
  
 
 The above items will be renegotiated for
renewal 30 days prior to the expiry of the twelve (12) month term of your
employment as described herein.
  
 
 Joe, should you have any questions or
comments, please do not hesitate to contact me at your convenience. We are
entering a very important phase in the commercialization ofEKO-FLORTMand together, I look forward to
successfully completing the customer product trials and entering the order /
production phase of our mission. If you accept the terms and conditions as set
forth in this Employment Renewal Proposal, please so indicate by signing two
copies of this document in the space provided below.
 
 
 Yours Truly,
 
 
 
 
 Marino Kulas
 President & CEO
 Conforce International,
Inc.
 
 
 
 
 
 
 Dated thisday of, 200.
 
 
 
 
 
 
 Joe DeRose
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  Schedule A
 
 
 
 EKO-FLORTM COMPOSITE CONTAINER FLOOR
GUIDELINES
 
 Price:Weight:Strength:Other:
 EKO-FLORTM COMPOSITE TRAILER FLOOR
GUIDELINES
 
 
 
 Price:Weight:Strength:Other: