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                                                                   Exhibit 10.13

                          EXECUTIVE EMPLOYMENT CONTRACT

        THIS AGREEMENT is dated as of September 2, 1997.
                              

BETWEEN:

                          GULF CANADA RESOURCES LIMITED
                     (hereinafter called the "Corporation")

                                                               OF THE FIRST PART

                                     - and -

                                  LYNNE WALKER
                      (hereinafter called the "Executive")

                                                              OF THE SECOND PART

WHEREAS

         (a)      The Executive is an officer of the Corporation and is
                  considered by the Board of Directors of the Corporation to be
                  a valued employee of the Corporation and has acquired
                  outstanding and special skills and abilities and an extensive
                  background in and knowledge of the Corporation's business and
                  the industry in which it is engaged;

         (b)      The Board of Directors recognizes that it is essential, in the
                  best interests of the Corporation, that the Corporation retain
                  the continuing dedication of the Executive to his office and
                  employment and that the past service of the Executive to the
                  Corporation requires that the Executive receive fair
                  treatment, particularly in the event of an actual or
                  constructive termination of his employment with the
                  Corporation;

         NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants herein contained and in consideration of the Executive
remaining in office and in the employment of the Corporation at the present time
and throughout the period of material change of ownership or organization of the
Corporation, it is hereby agreed as follows:



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1.       DEFINITIONS

         In this Agreement:

         (a)      "affiliate" means:

                  (i)      one body corporate is an affiliate of another body
                           corporate if one of them is the subsidiary of the
                           other or both are subsidiaries of the same body
                           corporate or each of them is under the control of the
                           same person; and

                  (ii)     two bodies corporate that are an affiliate of the
                           same body corporate at the same time are affiliates
                           of each other.

         (b)      "associate" has the meaning ascribed to that term in the
                  Canada Business Corporations Act.

         (c)      "change of control" means or shall be deemed to have occurred
                  if and when:
 
                  (i)      the acquisition, by whatever means (including
                           without limitation, amalgamation, consolidation, 
                           liquidation, arrangement or merger), by a person 
                           (or two or more persons who in such acquisition have 
                           acted jointly or in concert or intend to exercise 
                           jointly or in concert any voting rights attaching to 
                           the securities acquired), directly or indirectly, of 
                           the beneficial ownership of such number of voting 
                           securities or rights to voting securities of the 
                           Corporation, which together with such person's then 
                           owned voting securities and rights to voting 
                           securities, if any, represent (assuming the full 
                           exercise of such rights to voting securities) more 
                           than 20% of the combined voting power of the 
                           Corporation's then outstanding voting securities, 
                           together with the voting securities acquired and such
                           person's previously owned rights to voting 
                           securities; or

                  (ii)     individuals who were members of the Board of
                           Directors of the Corporation immediately prior to a
                           meeting of the shareholders of the Corporation
                           involving a contest for or on an item of business
                           relating to the election of directors shall not
                           constitute a majority of the Board of Directors
                           following such election.

         (d)      "Compensation Committee" means the Committee of the Board of
                  Directors of the Corporation from time to time appointed to
                  fix the 

                                      

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                  remuneration of executives of the Corporation or, if
                  such Committee has not been appointed, means the Board of
                  Directors of the Corporation.

         (e)      "constructive dismissal" means, unless consented to by the
                  Executive in writing, any action by the Corporation which
                  constitutes constructive dismissal of the Executive,
                  including, without limiting the generality of the foregoing:

                  (i)      any material reduction in the Executive's office, 
                           titles, positions, duties, responsibilities, powers 
                           or reporting relationships; 

                  (ii)     any reduction in the annual salary of the Executive;
 
                  (iii)    a requirement to relocate to another province, state 
                           or country; and 

                  (iv)     any reduction in the value of the Executive's 
                           employee benefits plans and programmes, including,  
                           without  limiting the generality of the foregoing,
                           bonus arrangements.

         (f)      "confidential information" means information, processes,
                  know-how, data, trade secrets, techniques, knowledge and other
                  confidential information not generally known to the public
                  relating to or connected with the business or corporate
                  affairs and operations of the Corporation and its affiliates.

         (g)      "control" has the meaning ascribed to that term in the Canada
                  Business Corporations Act.

         (i)      "person" has the meaning ascribed to that term in the Canada
                  Business Corporations Act.

         (j)      "subsidiary" of a corporation means, at any time, a
                  corporation of which the corporation has control at that time,
                  whether directly or indirectly through one or more
                  subisdiaries.

2.       EMPLOYMENT

2.1      Position, Duties and Responsibilities of Executive

         The Executive shall have such responsibilities and powers as the Board
of Directors or the by-laws of the Corporation or the Executive's superiors may
from time to time prescribe. The Executive shall devote the whole of his time to
the Executive's duties hereunder and shall use his best efforts to promote the
interests of the Corporation. The executive shall, during the term of this
agreement:
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         (a)      perform such managerial duties and responsibilities for the
                  Corporation as may be assigned to him by the Chief Executive
                  Officer and by the Board of Directors of the Corporation, and
                  at no additional remuneration, shall serve in such other
                  comparable positions with affiliates and associates of the
                  Corporation as the Board of Directors of the Corporation may
                  from time to time determine; and

         (b)      accept such office or offices to which he may be elected or
                  appointed by the Chief Executive Officer or by the Board of
                  Directors of the Corporation in addition to those of
                  Vice-President, Human Resources and Corporate Services,
                  provided that the performance of the duties of such offices
                  shall be consistent with the scope of the duties assigned in
                  accordance with or as provided for in section 2.1(a) above.

2.2      Term of Agreement

         The term of this Agreement shall commence on the date hereof, and shall
continue in effect to and including the earlier of:

         (a)      the date of voluntary  retirement of the Executive in
                  accordance with the retirement policies established for senior
                  employees of the Corporation; or

         (b)      the voluntary resignation of the Executive other than a
                  voluntary resignation pursuant to either section 2.6(b)(ii) or
                  section 2.6(b)(iii) hereof.

2.3      Termination of Agreement upon Disability of Executive

         If at the end of any month the Executive is and has been for a period
of more than twelve (12) consecutive months unable to perform the duties
specified pursuant to this Agreement in the normal and regular manner due to
mental or physical disability, this Agreement may be terminated by the
Corporation on 30 days' notice. Notwithstanding anything contained in this
Section 2.3, the Executive shall be entitled to all benefits provided under the
disability and pension plans of the Corporation or its affiliates applicable to
the Executive at the date of this Agreement.

2.4      Termination of Agreement upon Death of Executive

         If the Executive dies, this Agreement shall be terminated immediately
on the date of the Executive's death. Provided that the Executive is insurable
at reasonable premium rates, the Corporation shall cause to be obtained and
maintained during the term of this 
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Agreement a life insurance policy naming beneficiaries specified by the 
Executive, which life insurance policy shall provide a lump sum payment of not 
less than two times the Executive's salary to such beneficiaries in the event 
that the Executive dies during the term of this Agreement. This insurance policy
shall be in addition to and not in substitution for any insurance policies 
provided to the Executive under the Corporation's benefit plans and programmes.

2.5      Termination of Agreement by the Corporation for Cause

         The Corporation may terminate this Agreement at any time without notice
in the event the Executive shall be convicted of a criminal act of dishonesty
resulting or intended to result directly or indirectly in gain or personal
enrichment of the Executive at the expense of the Corporation, or for other
sufficient cause pursuant to written notice setting forth particulars of such
cause.

2.6      Severance Entitlement Upon Termination of Employment of the Executive

         (a)      The provisions of sub-section 2.6(c) shall not apply to, and
                  the Executive shall not be entitled to receive any severance
                  payments or other benefits as provided for in this Agreement
                  as a result of any circumstance where the termination of the
                  Executive's employment arises from the occurrence of any event
                  described in any of sections 2.2, 2.3, 2.4 or 2.5 hereof.

         (b)      The provisions of sub-section 2.6(c) shall, except as
                  specifically provided in sub-section 2.6(a) hereof, apply in
                  all circumstances where the Executive's employment with the
                  Corporation terminates, including, without limiting the
                  generality of the foregoing, any of the following
                  circumstances: 

                  (i)      where the Corporation terminates the employment of
                           the Executive for any reason other than for cause;
                           or,

                  (ii)     where the Executive, by notice in writing to the
                           Corporation, terminates his employment with the
                           Corporation within ninety (90) days following
                           constructive dismissal of the Executive;

                  (iii)    where the Executive, by notice in writing to the
                           Corporation, terminates his employment with the
                           Corporation within ninety (90) days following a
                           change of control of the Corporation as described in
                           section 1(c)(i).
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         (c)      In the event of the termination of the Executive's employment
                  as provided in sub-section 2.6(b) hereof, the following
                  provisions shall apply: 

                  (i)      the Executive shall be entitled to receive and the 
                           Corporation shall forthwith pay to the Executive, a 
                           retiring allowance (hereinafter called the "Retiring 
                           Allowance") in an undiscounted cash amount equal to 
                           one (1) month's base salary multiplied by the number 
                           of years of service of the Executive with the 
                           Corporation subject to a minimum entitlement and 
                           payment equal to twenty-four (24) months' base salary
                           and a maximum entitlement and payment equal to thirty
                           (30) months' base salary;

                  (ii)     in addition, the Executive shall be entitled to
                           receive and the Corporation shall forthwith pay to
                           the Executive an undiscounted cash amount equal to
                           the value to the Executive of all those benefits
                           plans and programmes provided by the Corporation and
                           listed in Schedule "A" attached hereto for a period
                           of time equal to one (1) month for every year of
                           service of the Executive with the Corporation with a
                           minimum entitlement and payment equal to twenty-four
                           (24) months of benefits value and a maximum
                           entitlement and payment equal to thirty (30) months
                           of benefits value. All amounts payable under this
                           sub-section 2(c)(ii) shall be determined by a Fellow
                           of the Canadian Institute of Actuaries acceptable to
                           the Corporation and the Executive;

                  (iii)    in addition, the Executive shall be entitled to
                           receive and the Corporation shall forthwith pay to
                           the Executive an undiscounted amount equal to the
                           product obtained by multiplying by two (2) the
                           Executive's target bonus under the Corporation's
                           Total Compensation Plan or such other similar plan
                           that may have replaced the Total Compensation Plan
                           for the year in which his employment is terminated;

                  (iv)     all options for the purchase of shares of the
                           Corporation which have been granted by the
                           Corporation to the Executive prior to January 31,
                           1995 under the Executive Stock Option Plan (1990) or
                           (1994) but not yet vested shall immediately vest on
                           the date of termination of the Executive and the
                           Executive shall be entitled to
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                           exercise  all such options for the purchase of shares
                           of the  Corporation  for a period of five (5) years 
                           from the date of  termination  of the Executive  
                           whether the options  vested on or before the date of 
                           termination of the Executive;

                  (v)      all options for the  purchase of shares of the  
                           Corporation  granted by the Corporation  to the  
                           Executive  since  January 1, 1995 under the Incentive
                           Stock  Option  Plan (1994) or  otherwise  (including,
                           without  limitation, those options granted to the 
                           Executive on January 31,  1995) to the date of
                           termination of the Executive but not yet vested shall
                           immediately  vest on the  date of termination  of the
                           Executive  and the  Executive  shall  be entitled to 
                           exercise  any or all such options for the purchase of
                           shares of the  Corporation  for a period of one (1) 
                           year from the date of termination of the  Executive  
                           whether  such  options  vested on or before  the date
                           of termination of the Executive;

                  (vi)     the Corporation and the Executive agree that the
                           provisions of section 2.6(c) are fair and reasonable
                           and that the amounts payable by the Corporation to
                           the Executive pursuant to section 2.6(c) are
                           reasonable estimates of the damages which will be
                           suffered by the Executive in the event of the
                           termination of his employment with the Corporation in
                           any and all of the circumstances set out in section
                           2.6(b) and shall not be construed as a penalty; and,

                  (vii)    all amounts paid by the Corporation to the Executive
                           pursuant to section 2.6(c) shall satisfy and forever
                           discharge all liabilities, claims or actions that the
                           Executive may or shall have against the Corporation
                           arising from the termination of employment of the
                           Executive whether at common law or under statute or
                           otherwise and such payment shall be made against
                           delivery by the Executive to the Corporation of a
                           release in form and terms reasonably satisfactory to
                           the Corporation and the Executive.

2.7      Directors' and Officers' Liability Insurance

         Unless otherwise agreed between the parties hereto, Gulf shall purchase
and maintain, or cause to be purchased and maintained, while the Executive
remains an 

                                       

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officer of Gulf and for a period of 10 years thereafter, directors' and 
officers' errors and omissions insurance for the benefit of the Executive on
terms no less favourable in terms of coverage, and amounts, to the extent
available on reasonable commercial terms, than such insurance maintained in
effect by the Corporation on the date hereof.

3.       INTEGRATION

         Except for the Executive's rights to continued participation in the
Corporation's employee benefit plans, including, without limitation, the
Corporation's or its affiliates' stock option plans and savings plans and
conditions of employment generally available to other Executives of the
Corporation or its affiliates, this Agreement contains the entire agreement
between the parties and supersedes all prior oral and written agreements,
understandings, commitments and practices between the parties, including all
prior employment agreements, whether or not fully performed by the Executive
before the date of this Agreement. No amendments to this Agreement may be made
except in writing signed by both parties.

4.       CONFIDENTIAL INFORMATION

         In the event of termination of employment of the Executive, the
Executive agrees to keep confidential all information of a confidential or
proprietary nature concerning the Corporation, its subsidiaries and affiliates
and their respective operations, assets, finances, business and affairs and
further agrees not to use such information for personal advantage or the
advantage of an employer, provided that nothing herein shall prevent disclosure
of information which is publicly available or which is required to be disclosed
under appropriate statues, rules of law or legal process.

5.       SEVERABILITY

         The invalidity and unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provisions of this
Agreement, which shall remain in full force and effect.

6.       BENEFIT OF AGREEMENT

         This Agreement shall enure to and be binding upon the Corporation and
its successors and the Executive and his legal representatives but otherwise it
is not assignable. It shall be a condition of any transfer by the Corporation of
the Executive to 


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any affiliate or associate of the Corporation that, on request
of the Executive, such affiliate or associate agree to observe all the covenants
of and be bound by all obligations imposed on the Corporation under this
Agreement. The failure to do so shall be deemed to constitute a constructive
dismissal of the Executive for the purposes of section 2.6.

7.       CHOICE OF LAW

         This Agreement shall be governed and interpreted in accordance with the
laws of the Province of Alberta, which Province shall be the sole and proper
forum with respect to any suit brought with respect to this Agreement.

8.       COPY OF AGREEMENT

         The Executive hereby acknowledges having received a copy of this
Agreement duly signed by the Corporation.


         IN WITNESS WHEREOF the parties hereto have duly executed and delivered
this Agreement.

                                                   GULF CANADA RESOURCES LIMITED
                                                  
                                                   _____________________________


                                                   _____________________________

                                                   /s/  LYNNE WALKER
_____________________________                      _____________________________
Witness                                            LYNNE WALKER


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                                  SCHEDULE "A"

                        BENEFITS PROVIDED TO EXECUTIVES

GROUP LIFE INSURANCE

Plan provides basic coverage equal to two times annual salary to a maximum of
$750,000. This is 100% Corporation paid and is in addition to the personal life
insurance referred to in section 2.4 of the Employment Agreement.

Voluntary insurance and dependent insurance are also available and all premiums
are paid by the employee.

ACCIDENTAL DEATH AND DISMEMBERMENT

Canadian based executives:

Plan provides coverage of three times annual salary in the event of accidental
death to a maximum of $500,000. Lesser amounts are paid for loss of limb, etc.
Premiums are 100% Corporation paid.

U.S. based executives:

Plan provides coverage of two times salary in the event of accidental death to a
maximum of $750,000. Lesser amounts are paid for loss of limb, etc. Premiums are
100% Corporation paid.

SICK LEAVE

Depending on your years of service, the Corporation pays up to 26 weeks at full
pay and 26 weeks at two-thirds pay.

LONG TERM DISABILITY

Canadian based executives:

Plan provides coverage of two-thirds of salary to a maximum benefit of $6,000
per month. Premiums are cost shared with the Corporation paying 2/3 and the
employee paying 1/3.

U.S. based executives:

Plan provides coverage of 60% of salary to a maximum benefit of $10,000 per
month. Premiums are cost shared with the Corporation paying 2/3 and the employee
paying 1/3.

PROVINCIAL HEALTH CARE

For Canadian based employees the Corporation will pay 50% of the premiums for
health care in any province where premiums are charged.
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HEALTH CARE BENEFIT

Canadian based executives:

The plan provides 100% coverage for semi-private hospital rooms and 85% coverage
for most other health services including generic prescription drugs,
physiotherapy, and para-medical practitioners. An annual $25 deductible applies
to most services and premiums are shared between the Corporation and the
employee.

U.S. based executives:

The plan provides 100% coverage for all medical services including doctor's
appointments, hospital rooms, generic prescription drugs, physiotherapy, and
para-medical practitioners. A co-payment by the employee is required for most
services. Premiums are shared with the Corporation paying the full cost of an
HMO plan for the employee and 50% of all costs for dependents. Employees pay the
cost difference for a more comprehensive plan (i.e. POS of Indemnity) and 50% of
the cost for dependents.

VISION CARE

Canadian based executives:

Plan covers 85% of the cost for glasses/contact lenses to a maximum of $175 plus
85% of the cost of an eye exam per person every two calendar years. Corporation
pays 100% of the premiums.

U.S. based executives:

Plan covers 100% of the cost of glasses/contact lenses and eye exams per person
once per calendar year. Employees pay a $20 co-payment and the Corporation pays
100% of the premiums.

DENTAL PLAN

Canadian based executives:

Plan pays 80% of routine dental care and 50% of major dental care to a maximum
of $1,500 per person per calendar year. Orthodontic coverage is provided for
children under 18 and is paid at 50% of the cost to an annual maximum of $1,500
and a lifetime maximum of $5,000. The Corporation pays 100% of the premiums.

U.S. based executives:

Plan pays 80% of routine dental care and 50% of major dental care to a maximum
of $1,500 per person per calendar year. Orthodontic coverage is provided for
children under 18 and is paid at 50% of the cost with a lifetime maximum of
$2,000. The Corporation pays 100% of the premiums.

HEALTH SPENDING ACCOUNT

To assist with medical/dental expenses not covered by the above plans, an annual
amount of $800 will be provided by the Corporation. This money can be used to
pay for deductibles and co-payments on an after tax basis if left in the account
or can be taken as cash and added to the semi-monthly pay. U.S. employees may
top up this amount from their own earnings if they wish.

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SAVINGS ALLOWANCE

A payment of 4.5% of base salary is made to all executives. In Canada this is
added to semi-monthly pay and in the U.S. it is contributed to the 401(k) plan
to the maximum amount allowed, with any excess added to semi-monthly pay.

PENSION PLAN

Any employee with service as an executive prior to January 1, 1996 has pension
accrued under the Executive Pension Plan and Superannuation Plan. Service in
these plans has been frozen and the resulting pension will be calculated based
on earnings at the time of termination/retirement.

For service after January 1, 1996 all employees participate in a defined
contribution pension plan. No employee contributions are allowed and the
Corporation's contribution is based on years of plan membership. Contributions
are made monthly to the registered plan to the maximum amount allowed under
legislation and the employee directs the investment of these funds. If the
annual contribution exceeds the amount allowed by legislation, the excess is
added to semi-monthly pay.

PARKING

Executives are eligible for parking for one vehicle at the Corporation's office.

LUNCHEON CLUB

Executives may join a luncheon club with the Corporation paying annual dues and
assessments. Luncheon club memberships are taken in the Corporation's name so
they may be reassigned to other individuals in the event the executives retires
or leaves the Corporation.

PERQUISITE ALLOWANCE

In addition to regular salary, the Corporation will pay a perquisite allowance
of $12,000 per year. These funds are to be used at the discretion of the
employee.

OUTPLACEMENT COUNSELLING

If severance is payable under section 2.6(c) of the Employment Agreement, the
Corporation shall provide outplacement counselling services to a maximum value
of $20,000 or cash, in lieu thereof, of $20,000.