E M P L O
Y M E N T    P R O P O S A L
 
 
 Prepared
by Conforce International, Inc.
 
 
  For the
consideration of:
 
 MR. JOE
DeROSE
 Axis
Polymer Services Inc.
  Private
and Confidential
 (for
discussion purposes only)
  October
27, 2006
 
 
 This
letter will serve as confirmation of our proposal in connection with your
potential employment with Conforce International Inc. (“Conforce”). Below are
the key points of the proposal as per our discussion on October 18, 2006, and
your subsequent email dated October 19, 2006:
 
 
 TERM – The initial term of
your employment under the terms and conditions as stated below will be for a
period of 12 months from the commencement date of your employment with Conforce.
The employment commencement date is currently projected to be November 1,
2006.
 
 APPOINTMENT – Your title will
be Vice President, Product Development. This position will be created within the
infrastructure of the parent company, Conforce. Your responsibilities will focus
primarily on the research, development and continued improvement of all new
products for the company, such as EKO-FLOR for the container industry, the
highway trailer industry, and the cruise line industry. These three items are
all scheduled for development and/or launch within the next 12
months.
 
 BASE SALARY – For the first
three months of your employment, months one to three, your
base salary will be the monthly sum of two thousand ($2,000) dollars payable
bi-monthly on the 15th and
30th day
of each month. During months four to six, your
base salary will increase by five hundred dollars to two thousand, five hundred
($2,500) dollars per month. During months seven to nine, your
base salary will increase by an additional five hundred dollars to three
thousand ($3,000) dollars per month. During months ten to twelve, your
base salary will increase by an additional five hundred dollars to three
thousand, five hundred ($3,500) dollars per month.
 
 STOCK COMPONENT “A” – A
Conforce share certificate in the amount of ten thousand (10,000) shares will be
issued, on the 30th day
of each month during the term of your employment as described herein, in the
name of Joe DeRose or Axis Polymer Services, to be decided by you. Such shares
will be unrestricted for trade, and can be sold in whole or in part at any time,
or accumulated at your sole discretion.
 
 STOCK COMPONENT “B” – At the
end of the employment term as described herein, a share certificate in the
amount of two hundred thousand (200,000) shares will be issued in the name of
Joe DeRose or Axis Polymer Services, to be decided by you. Such shares will be
unrestricted for trade and can be sold in whole or in part at any time at your
sole discretion
 
 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.
  
 Employment
Proposal from Conforce to Mr. Joe DeRose
 page 2 of
2
 
 
 
 
 Joe,
should you have any questions or comments, please do not hesitate to contact me
at your convenience. I look forward to working together in a manner that I
believe will be of great benefit to both you and Conforce. There are significant
opportunities ahead, and I look forward to you being an integral part of our
growth. If you accept the terms and conditions as set forth in this Employment
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 , 2006.
 
 
 
 
 
 
 
 Joe
DeRose