Exhibit 10.14

                              NON QUALIFIED STOCK
                                OPTION AGREEMENT

         THIS  AGREEMENT,  ("Agreement"),  made as of  April  20,  1999,  by and
between TREESOURCE  INDUSTRIES,  INC.,  hereinafter referred to as the "Company"
and Robert W. Lockwood, hereinafter referred to as the "Employee."
W I T N E S S E T H :

         WHEREAS,  the Company has adopted the 1996 Stock  Option Plan  ("Plan")
for the purpose of encouraging the acquisition of its common stock, no par value
("Stock"),  by key employees and thereby motivate  special  achievement on their
part, and the Company desires to grant the Employee an Option (as defined below)
pursuant to the Plan, and

         WHEREAS, the Plan allows a one time grant for new employees for options
of up to 100,000 shares,

         WHEREAS, the Employee desires to obtain the Option,

         WHEREAS,  Company and Employee  have entered into a certain  Employment
Contract.

         NOW,  THEREFORE,  in  consideration  of  services  rendered  and  to be
rendered by the Employee and of the mutual covenants and agreements  hereinafter
set forth, the parties hereto agree as follows:

         1.   Grant of Option.
              ---------------
         The Company hereby, on the date of this Agreement,  grants the Employee
the  option  ("Option")  to  purchase  100,000  shares of Stock on the terms and
conditions  hereinafter set forth and subject to the provisions of the Plan. The
Option price per share shall be $0.3188.

         2.  Exercise  of Option.
             --------------------
             (a) Except as otherwise  provided in paragraphs 3 and 6, the Option
shall become exercisable according to the following schedule; provided, however,
that  notwithstanding  anything in this  Agreement to the contrary,  neither the
Option nor any portion thereof is exercisable  after the expiration of ten years
from the date the Option is granted:







<PAGE>
       Period of Holder's
Continuous Employment or Service
      With the Company or Its
       Subsidiaries From                           Percent of Total Option
     the Option Grant Date                           That Is Exercisable
------------------------------               ---------------------------------
       Immediate                                            25%
       After 1 Year                                         50%
       After 2 Years                                        75%
       After 3 Years                                        100%

         (b) The Employee  shall, in the event he elects to exercise the Option,
give the Company written notice of exercise. The notice shall specify the number
of shares to be purchased and be paid for as follows:

         1) By the  tender  of cash or check of the  Option  exercise  price and
amounts required under federal and state withholding tax laws or regulations; or

         2) If and so long as the Common Stock is  registered  under  Section 12
(b) or 12 (g) of the  Securities  Exchange  Act of  1934  ("Exchange  Act"),  by
delivery of a properly  executed  exercise  notice,  together  with  irrevocable
instructions,  to a brokerage firm designated by the Company to deliver promptly
to the Company the aggregate  amount of sale proceeds to pay the Option exercise
price and  amounts  required  under  federal and state  withholding  tax laws or
regulations,  and to the Company to deliver the  certificates for such purchased
shares  directly to such brokerage  firm, all in accordance with the regulations
of the Federal Reserve Board.

         3) The Option may be  exercised  by the  Employee in whole or in parts;
provided,  however,  that no less than 100 shares shall be  purchased  under any
exercise unless the number purchased is the total number then purchasable  under
the Option.  All partial  exercises  shall be noted on the  Company's and on the
Employee's  copy of this  Agreement.  The Option shall not be  exercisable  with
respect to a fractional share.

     3.  Limitations  on Exercise.
         ------------------------
     The Option shall be subject to the following  limitations on exercise:
         (a) In the event employment or service with the Company  terminates for
any reason  other than for cause (as  defined  below),  physical  disability  or
death,  or any reason that results in the Company's  being  obligated to provide
the payments and benefits specified in Section 6.2.2 of the Employment Contract,
the  Option  may only be  exercised  within  one  month  after  the date of such
termination of employment or services,  but in no event later than the remaining
term of the  Option.  In the  event  that  employment  is  terminated  under any
provision  of the  Employment  Contract  that  results  in the  Company's  being
obligated to provide the payments and benefits specified in Section 6.2.2 of the
Employment  Contract,  the Option may be  exercised  at any time  within two (2)
years after the date of such  termination of  employment,  but in no event later
than the  remaining  term of the  Option.  For the  purposes  of this  agreement
"cause" shall consist of the  following:  (i)
<PAGE>
willful and continual failure and refusal to comply with the reasonable  express
directives of the Company's President; (ii) conviction for a felony or any crime
involving  fraud or dishonesty in the  performance of, or that reflects upon the
ability to perform duties on behalf of the Company;  or (iii)  circumstances  of
gross  negligence  or exhibition of willful  misconduct  in the  performance  of
duties.

         (b) In the event of the termination of employment or service for cause,
the Option shall automatically  terminate on the date Employee is first notified
by the Company of such  termination,  unless the Board of  Directors  determines
otherwise.

         (c) In the event of the termination of employment or service because of
total  disability,  the Option may be exercised  only within one year after such
termination,  but in no event later than the remaining  term of the Option.  For
purposes of this Agreement,  the occurrence or nonoccurrence of total disability
shall be determined by the Plan  Administrator  consistent with the terms of the
Plan.

         (d) In the event of death while employed by or providing service to the
Company or a subsidiary, the Option may be exercised at any time within one year
after the date of death,  but in no event later than the  remaining  term of the
Option,  and only if and to the extent  Employee  was  entitled to exercise  the
Option at the date of death,  and only by the person or  persons to whom  rights
under the Option  shall pass by will or by the laws of descent and  distribution
of the state or country of domicile at the time of death.

         (e) The Option may be exercised only if and to the extent  Employee was
entitled to exercise such Option at the date of such termination.  To the extent
that the Option is not  exercised  within the  applicable  period,  all  further
rights to purchase shares pursuant to such Option shall cease and terminate.  In
no event may this Option be exercised later than its remaining term.

     4.  Holding Periods.
         ---------------
     Shares of Stock obtained upon the exercise of the Option may not be sold by
a person in violation of any applicable provisions of Section 16 of the Exchange
Act or any other law or applicable regulation.

     5.  Non Transferability of Options.
         ------------------------------
     Options  granted  under this Plan and the rights and  privileges  conferred
hereby may not be transferred,  assigned,  pledged or hypothecated in any manner
(whether  by  operation  of law or  otherwise)  other  than  by  will  or by the
applicable  laws of descent and  distribution  or, with respect to non qualified
stock options,  pursuant to the terms of a qualified domestic relations order as
defined  in the  Internal  Revenue  Code  ("Code"),  and shall not be subject to
execution,  attachment  or similar  process.  Any attempt to  transfer,  assign,
pledge,  hypothecate  or  otherwise  dispose  of any  Option  or of any right or
privilege  conferred  hereby,  contrary to the Code or to the  provisions of the
Plan, or the sale or levy or any  attachment or similar  process upon the rights
and privileges conferred hereby shall be null and void.
<PAGE>
     6.  Acceleration in Certain Events.
         ------------------------------
     Notwithstanding  any  other  provisions  of  this  Agreement,  all  Options
outstanding under this Agreement shall immediately become exercisable in full at
any time when any one of the following  events has taken place:  (a) The Company
undergoes a change of control,  which for purposes of this  Agreement is defined
as any sale,  transfer or disposition of all or substantially  all of the assets
of the Company, or the merger of the Company with another entity that results in
the shareholders of the Company  obtaining less than 50% of the voting equity of
the resulting  company,  or an  individual or company in any manner  acquires or
controls  more than 50% of the voting  equity of the  Company;  (b) The  Company
receives  notice from a senior  lender under the  Company's  Credit and Security
Agreement that such senior lender has declared that the Company is in default on
its loan obligations and that the loan obligations are being accelerated; or (c)
The Company  terminates  Employee's  employment  with the Company other than for
cause.

     7.  Adjustments.
         -----------

     7.1 Adjustment of Shares
         The aggregate number and class of shares for which this Option has been
granted and the exercise price per share thereof (but not the total price) shall
be proportionately adjusted for any increase or decrease in the number of issued
shares of common stock resulting from a split-up or  consolidation  of shares or
any like capital adjustment, or the payment of any stock dividend.

     7.2 Conversion of Options on Stock for Stock Exchange
         Except as provided in Section 6 (a), if the shareholders of the Company
receive capital stock of another corporation  ("Exchange Stock") in exchange for
their   shares  of  common  stock  in  any   transaction   involving  a  merger,
consolidation,  acquisition of property or stock,  separation or reorganization,
the Option  granted  hereunder  shall be  converted  into an option to  purchase
shares of Exchange  Stock.  The amount and price of a converted  option shall be
determined by adjusting the amount and price of the Option granted  hereunder in
the same  proportion  as used for  determining  the number of shares of Exchange
Stock the  holders  of the  shares  of  common  stock  receive  in such  merger,
consolidation, acquisition or property or stock, separation or reorganization.

    7.3  Fractional Shares
         In the event of any  adjustment in the number of shares  covered by the
Option,   any  fractional   shares  resulting  from  such  adjustment  shall  be
disregarded and the option shall cover only the number of full shares  resulting
from such adjustment

    7.4  Determination of Board to Be Final
         All Section 7  adjustments  shall be made by the Board of  Directors of
the Company, and its determination as to what adjustments shall be made, and the
extent  thereof,  shall be presumed to be correct unless such  determination  is
inconsistent  with the other  terms and
<PAGE>
requirements  of this Section 7 or the terms and  requirements of the Employment
Contract.  Should any conflict exist between the terms of this agreement and the
terms of the Employment  Contract,  the terms of the  Employment  Contract shall
govern.

     7.5 Further  Adjustment  of Awards
         Subject to Sections 6 (a) and 7.2,  the Board of  Directors  shall have
the discretion,  exercisable at any time before a sale,  merger,  consolidation,
reorganization,  liquidation or change in control of the Company,  as defined by
the Board of  Directors,  to take such  further  action as it  determines  to be
necessary or advisable,  and fair and  equitable to Employee,  (but shall not be
limited to)  establishing,  amending or waiving the type,  terms,  conditions or
duration of, or restrictions on, the Option so as to provide for earlier, later,
extended or additional time for exercise and other  modifications.  The Board of
Directors  may take such actions  before or after any public  announcement  with
respect to such sale,  merger,  consolidation,  reorganization,  liquidation  or
change in control that is the reason for such action.

     7.6 Limitations
         The grant of this Option will in no way affect the  Company's  right to
adjust,  reclassify,  reorganize  or  otherwise  change its  capital or business
structure or to merge, consolidate,  dissolve, liquidate or sell or transfer all
or any part of its business or assets.

     8.  Rights as a  Stockholder.
         ------------------------
         As a holder of the Option issued pursuant to this  Agreement,  Employee
has no rights as a  stockholder  with respect to any common stock until the date
of  issuance  of a stock  certificate  for  such  shares.  Except  as  otherwise
expressly  provided  herein,  no adjustment  shall be made for dividend or other
rights for which the record date occurs prior to the date such stock certificate
is issued.

         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed,  said execution  being duly  authorized,  and the Employee has set his
hand hereby, on the date first hereinabove written.


TREESOURCE INDUSTRIES, INC.                 EMPLOYEE

By:
     -------------------------------        -------------------------------
     Vice President - Administration        Robert W. Lockwood