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
  
 Prepared
by Conforce International, Inc.
  
 
 For the
consideration of:
 
 MR. JOE
DeROSE
 Conforce
International, Inc.
  Private
and Confidential
 
 
 
 
 October
31, 2007
 Revised:
June 16, 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, 2007.
 
 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-FLOR for 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. This
amount shall be reviewed at such time as the company has generated its first
revenues from the sale of EKO-FLOR for either the container or highway trailer
industries.
 
 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 either the container or
trailer EKO-FLOR product 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 both the container and trailer
EKO-FLOR 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 provided that EKO-FLOR for the cruise line industry, or
EKO-FLOR for residential flooring applications, or EKO-DEK for military
container applications has been developed for commercialization in accordance
with specifications to be provided at such time as they become available and
will be added as an addendum to this agreement. 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 extremely close to realizing our goals and I look
forward to continuing our work together so that we, and all Conforce
shareholders, may benefit from what we have worked so hard to create. 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
this day of , 2007.
 
 
 
 
 
 
 
 Joe
DeRose
 
 
 
 
 
 
 
 
 
 
 
  
  Schedule
A
 
 
 
 EKO-FLOR
COMPOSITE CONTAINER FLOOR GUIDELINES
 
 
 
 Price:Weight:Strength:Other:
 
 
 
 EKO-FLOR
COMPOSITE TRAILER FLOOR GUIDELINES
 
 
 
 Price:Weight:Strength:Other: