Exhibit 10.13
                              EMPLOYMENT CONTRACT

BETWEEN:          TreeSource Industries, Inc. (formerly WTD
                  Industries, Inc.), an Oregon corporation        Employer

AND:              Robert W. Lockwood an individual                Employee

DATE:             April 6, 1999

AGREEMENT

1. Employment  Term. The term of employment  under this Agreement shall begin on
the 20th day of April 1999,  and continue until the third  anniversary  thereof,
unless earlier terminated as provided in paragraph 6.1 herein.

2.   Employment Duties. During the term of this Agreement, Employee shall be the
Vice-President Finance and Chief Financial Officer of Employer and shall:

         2.1  Devote  Employee's full  business time and attention to performing
services on behalf of Employer as may be assigned to Employee  from time to time
by the President and Chief Executive Officer.

         2.2  Comply with the policies, standards and regulations established by
Employer from time to time.

3.   Compensation.

         3.1  Base  Compensation.  Employer shall pay  Employee an initial  base
compensation  of $150,000 per year payable in equal monthly  installments.  Each
year  thereafter  Employee  shall receive a reasonable  annual  increase in base
compensation  if such an  increase  is  provided  generally  to other  executive
employees of the company,  or as deemed  appropriate  by the President and Chief
Executive Officer. In addition,  if the Employee assumes  significantly  greater
responsibilities Employee shall also be eligible for an increase in salary.

         3.2  Bonus. The Employee shall receive annual bonuses as follows:

         3.2.1 At the end of Employer's  fiscal year,  Employee shall receive an
annual bonus conditioned upon his performance against performance objectives and
target goal,  which target goal and objectives  shall be achievable,  realistic,
reasonable, and mutually established in good faith by Employer and Employee.

         3.2.2 If Employee  meets the target goal  mutually set at the beginning
of each year,  he shall  receive,  within ninety (90) days after the end of each
fiscal  year,  a bonus  equal to 40% (the  "target  bonus") of his then  current
annual salary (Employee's  "base"). If Employee exceeds the target goal he shall
receive a  correspondingly  greater  bonus,  up to two times  the  target  bonus
amount.  The  goals and  objectives  to be  applied  in  determining
<PAGE>
Employee's  eligibility  for a bonus during the first three full fiscal years of
employment shall be developed in accordance with the following criteria:

         (a) From the date of hire through April 30, 2000,  (i) the target bonus
shall be based solely upon  non-financial  goals, (ii) any bonus with respect to
an additional 40% of Employee's base shall be based 75% upon non-financial goals
and 25% on financial  goals. The bonus for the period from date of hire to April
30, 2000 will be managed as a single bonus period but  increased in dollars on a
pro-rata basis for the period from date of hire to April 30, 1999.

         (b) During the fiscal year ending April 30, 2001,  (i) the target bonus
shall be based solely upon  non-financial  goals, (ii) any bonus with respect to
an additional 40% of Employee's base shall be based 50% upon non-financial goals
and 50% upon financial goals.

         (c) During the fiscal year ending April 30, 2002,  (i) the target bonus
shall be based 75% upon  financial  goals and 25% upon  non-financial  goals and
(ii) any bonus with  respect to an  additional  40% of  Employees  base shall be
based solely on financial goals.

         3.3 Stock Options.  Upon execution hereof by the parties and subject to
any corporate  action  required to permit such issuance,  Employee shall receive
stock options on 200,000  shares of common stock.  The first 100,000 shares will
be granted as of the date of  execution of this  agreement at an exercise  price
equal to 85% of the  common  stocks  value as of the  date of the  grant,  which
shares;  except as hereafter  provided,  shall vest  according to the  following
schedule:  (1) one-fourth upon execution hereof, (2) an additional one-fourth on
each anniversary of this agreement. The second 100,000 shares will be granted in
two installments,  with the first 50,000 shares on the first anniversary of this
agreement  and the second 50,000 shares on May 1, 2000 and each grant will be at
an exercise  price equal to 85% of the common stock value as of the date of each
grant, which shares;  except as hereafter provided,  shall vest according to the
following schedule: (1) one-third at the date of each grant of 50,000 shares and
(2) an  additional  one-third on each of the  subsequent  anniversaries  of each
grant of 50,000  shares.  In the event  that a senior  lender  under  Employer's
Credit and Security Agreement  declares Employer in default and accelerates,  or
there is a change  in  control  (as  defined  herein),  or  Employer  terminates
Employee,  except under paragraphs 6.1.4 or 6.1.5 or under  circumstances  where
Employee has been grossly negligent or has exhibited  willful  misconduct in the
performance  of his duties,  the stock options will  immediately  vest.  Nothing
herein shall be construed to preclude Employee from receiving  additional grants
of stock options,  to the extent deemed  appropriate  by the Board,  if Employer
provides  other  senior  management  employees  such grants.  Employee  shall be
eligible to receive such other grants on a nondiscriminatory  basis. A change of
control is defined as any sale,  transfer or disposition of all or substantially
all the assets of Employer or the merger of Employer  with another  company that
results in the  shareholders  of Employer  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 Employer.



<PAGE>
         3.4 Other Benefits.  Base  compensation and bonus  compensation paid to
Employee shall be in addition to any  contribution  made by the Employer for the
benefit of Employee to any qualified  pension plan or 401(k) plan  maintained by
Employer of the exclusive  benefit of its employees or employee.  Employer shall
provide Employee and Employee's spouse and dependent children,  if any, at least
the  same  coverage  and  participation  that  the  Employer  provides  to other
management  personnel  and their  families  with  respect  to health  and dental
insurance, life insurance, accident insurance and disability insurance. Employer
shall  provide  Employee  with three weeks of paid  vacation and such sick leave
benefits that Employer provides to other management employees.

4.   Relationship Is  Employer-Employee. The  relationship  between Employer and
Employee is that of  employer-employee.  Employer  shall have the  authority  to
determine  the  assignment  of work  and  specific  duties  to be  performed  by
Employee.

5.   Expenses. Employee shall be entitled to reimbursement from Employer for all
actual documented expenses incurred by Employee in the performance of Employee's
duties under this Agreement in accordance with Employer's policies for executive
employees.  In addition,  Employee's  reasonable actual expenses associated with
his  relocation  shall be paid by Employer.  Such expenses  included  reasonable
costs associated with the sale of his home,  including real estate  commissions,
costs associated with temporary  living quarters not to exceed four months,  the
search for  suitable  housing,  the  closing  costs  incurred  on account of the
purchase  of a home,  and  reasonable  costs  associated  with  the  move of his
furniture and furnishings, and storage, if any.

6.   Termination.

         6.1   Reasons for Termination.     Employee's employment  with Employer
shall terminate only upon occurrence of any of the following events:

         6.1.1 Mutual written agreement between Employer and Employee;

         6.1.2 Employee's death;

         6.1.3 Employee  shall  suffer a  permanent  disability. For purposes of
this Agreement,  "permanent disability" shall be defined as Employee's inability
due to physical or mental  illness or other  cause,  to perform the  majority of
Employee's usual duties for a period of six (6) months or more;

         6.1.4 Employee's willful and   continual failure and  refusal to comply
with the  reasonable  express  directives of the  President and Chief  Executive
Officer;

         6.1.5 Conviction of a felony or any crime involving fraud or dishonesty
in the  performance  of, or that  reflects upon  Employee's  ability to perform,
Employee's duties on behalf of Employer;

         6.1.6 Upon  forty-five  (45) days' prior written  notice by Employer or
Employee to the other.

         6.2   Payment Upon Termination.

<PAGE>
         6.2.1 If Employee's  employment is terminated  pursuant to the terms of
paragraphs 6.1.4 or 6.1.5, or if Employee  terminates his employment pursuant to
paragraph   6.1.6,  and  paragraph  6.3  does  not  otherwise  apply,  the  base
compensation payable to the Employee pursuant to paragraph 3.1 shall be prorated
to the date of such  termination  and shall be  payable  on the first day of the
month following such termination date.

         6.2.2  If  Employer  terminates   Employee's   employment  pursuant  to
paragraph 6.1.6, Employee shall receive the following:

         (a)  Employer  shall pay  Employee  payments  as  provided  herein.  If
employee is terminated prior to the scheduled  expiration of this Agreement,  an
amount  equal to two times  Employee's  last base  annual  salary and a pro-rata
share of that year's  target bonus  amount,  to the extent earned at the date of
termination,  based upon Employee's  length of service that year,  within thirty
(30) days of the date of Employee's termination.

         (b)  Within  thirty  (30) days of the date of  Employee's  termination,
Employer shall pay Employee all of Employee's accrued vacation.

         (c)  To the extent  permitted under Employer's  benefit plans, Employer
shall  continue to provide  Employee with the same health and dental  insurance,
life insurance,  accidental insurance and basic disability insurance,  which was
provided to Employee during the term of Employee's  employment.  Employer shall,
to the extent permitted, continue to provide those benefits until Employee finds
other employment, or for a one year period, whichever date first occurs.

         6.3 In the  event  Employee  is  demoted  or his title or  position  is
otherwise materially adversely changed by Employer,  Employer reduces Employee's
annual  salary or  reduces  Employee's  bonus  potential  to less than two times
target (40%) of annual salary),  Employee, at his option, may give notice to the
President and Chief Executive  Officer of his intention to terminate as provided
in paragraph 6.1.6 and receive the benefits provided in paragraph 6.2.2. In such
event the sums to be paid to Employee pursuant to said paragraph 6.2.2. shall be
placed  by  Employer  in an  escrow  account  within  15 days of said  notice by
Employee with escrow instructions to release said sums to Employee at the end of
the 45-day notice period.

         6.4 Employer agrees and represents that it has obtained agreements from
its lenders to subordinate their claims to those of Employee, so that Employee's
claims for  payment of any kind  provided  for  hereunder  would  receive  first
priority  over  theirs,  and to  except  from any  contractual  restrictions  on
Employer its  agreements  with Employee as provided for herein.  Copies of those
agreements are attached as Exhibit A hereto.

7.   Confidentiality.  Employee acknowledges  that  during  the  course  of  his
employment  by  Employer  he may be exposed to or have  disclosed  to him or may
develop  information  which  is  proprietary  to  the  Employer   ("Confidential
Information").   Confidential   Information  may  include,  without  limitation,
information  concerning trade secrets,  source code, designs,  licenses,  costs,
customer lists,  profits,  markets,  marketing  plans,  price date and any other
information  of a similar  nature to the extent not  generally  known within the
trade. Employee shall not make use of any Confidential Information except in the
performance of his duties for Employer,  he shall  maintain such  information in
confidence and he shall not use any of such  information in connection  with any
other employment.
<PAGE>
8.   Nonsolicitation. During the severance period,  Employee will not within the
United States of America solicit any employee to work for a direct competitor of
Employer.  Nothing  herein shall be construed  to prevent  Employee  from hiring
persons who respond to advertisements of general circulation, or whose names are
independently  developed by an employment  firm,  or who initiate  contacts with
Employee about  employment  with Employee.  Employee shall not be prevented from
providing a reference  for any employee  seeking a position  with any company or
offering advice to that company about said employee if requested.

9.   Confidentiality and Nonsolicitation After Termination of Employment. All of
the terms of  paragraphs  7 and 8 shall  remain in full  force and  effect for a
period of two (2) years after the  termination  of Employee's  employment if all
payments as provided herein have been timely made to Employee.

10.  Notice.  Any notices  permitted or required  under this  Agreement shall be
given in writing and may be delivered  and served  personally  upon  Employee or
upon an officer of  Employer,  or  alternative,  may be  deposited in the United
States mail,  postage prepaid by certified or registered mail,  addressed to the
parties at their last known address.  Such notice, if mailed within the state of
Oregon,  shall be  deemed  delivered  upon the  second  day  following  the date
postmarked.  If mailed  outside the state of Oregon,  the notice shall be deemed
delivered upon the fifth day following the date postmarked.

11.  Waiver of Breach.  The waiver by either Employer or Employee of a breach of
any provision of this Agreement shall not operate or be construed as a waiver of
any other provision or of any subsequent  breach of the same provision by either
Employer or Employee.

12.  Binding  Effect and  Assignment. This  Agreement  shall be binding upon and
inure  to the  benefit  of both  Employer  and  Employee  and  their  respective
successors,  heirs and legal  representatives but neither this Agreement nor any
rights  hereunder  may be  assigned by either  Employer or Employee  without the
prior written consent of the other party.

13.  Amendment.  No amendment or  variation of the terms and  conditions  of his
Agreement  shall be valid  unless  the same is in  writing  and  signed  by both
Employer and Employee.

14.  Integration.  This Agreement  embodies the entire  agreement of the parties
with respect to  Employee's  employment  with  Employer.  There are no promises,
terms,  conditions  or  obligations  other than  those  contained  herein.  This
Agreement  shall  supersede  all  prior   communications,   representations   or
agreements, either verbal or written, between the parties.

15.  Paragraph  Headings. The paragraph headings appearing in this Agreement are
not to be  construed  as  interpretations  of the  text,  but are  inserted  for
convenience of and reference by the reader only.


<PAGE>
16.  Interpretation.  This Employment Contract shall be interpreted according to
the laws of the state of Oregon.

EMPLOYER:                              EMPLOYEE:

TREESOURCE INDUSTRIES, INC.

By:      /s/ Jess R. Drake                     /s/ Robert W. Lockwood
         -----------------------               -----------------------

Title:   President & CEO
         -----------------------

Date:    April 6, 1999                 Date:    April 10, 1999
         -----------------------               -----------------------
<PAGE>
                           Consent and Subordination

         THE  UNDERSIGNED  LENDER is one of the secured  creditors of TreeSource
Industries,  Inc.  (formerly  WTD  Industries,  Inc.),  pursuant to a Credit and
Security Agreement dated as of November 30, 1992. Lender agrees as follows:

         1. Lender has reviewed the  Employment  Contract (in the form  attached
hereto as Exhibit A and without any subsequent  amendment or  modification,  the
"Employment  Contract"),  by  and  between  TreeSource  Industries,   Inc.  (the
"Employer") and Robert W. Lockwood ("the Employee").

         2. Lender hereby consents to the provisions of the Employment  Contract
and agrees that the same shall be exempt from any contractual  restrictions  set
forth in the Credit and Security Agreement.

         3. Upon the  occurrence of an event  entitling  employee to give notice
pursuant to  paragraph  6.3 or a breach by Employer of the  Employment  Contract
("Trigger Event") and following written notice of such Trigger Event provided to
Lenders,  the  Lenders  agree that  Employee  shall be  entitled  to receive any
amounts owed under Section 6 of the  Employment  Contract up to a maximum amount
not to exceed  $500,000,  prior to any  payment to the  Lenders on their  claims
under the Credit and Security Agreement.  The Lenders shall be subrogated to the
rights of Employee to receive payment from Employer to the extent of any payment
or  distribution  made to Employee  under this  paragraph to which Lenders would
otherwise be entitled. No payment or distribution made to Employee,  directly or
indirectly, of any cash, property or securities (including,  without limitation,
any proceeds of Lenders'  collateral  under the Credit and  Security  Agreement)
pursuant to this paragraph, to which Lender would otherwise be entitled shall be
deemed a payment  or  distribution  by  Employer  to Lenders on account of their
claims  under the Credit  and  Security  Agreement.  Nothing  contained  in this
paragraph is intended to or shall: (a) impair, as among Employer,  its creditors
other than Employee,  and the Lenders,  the obligations  owed by Employer to the
Lenders;  (b) affect the relative rights, as against Employer and the collateral
under the Credit and  Security  Agreement,  of the Lenders and the  creditors of
Employer  other than  Employee;  or (c) prevent the Lenders from  exercising all
rights and remedies otherwise  permitted under applicable law and the Credit and
Security Agreement, subject only to the rights of Employee under this paragraph,
if any, to receive  payment  otherwise  payable to the  Lenders.  The failure of
Employer to comply with the terms of the Employment Contract shall constitute an
Event of Default under Section 7.01E of the Credit and Security Agreement.








<PAGE>
         4. This Consent and  Subordination  shall become effective upon receipt
by Employer of identical agreements executed by each of Employer's Lenders under
the Credit and Security Agreement.

Dated this      day of                 , 1999.
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By:
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Its:
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