EXHIBIT 10.15

                                 Draft 8/15/03
                             TENANT USE AGREEMENT

       This  Tenant Use Agreement ("Agreement") dated as of August __, 2002, is
made by and between  NI  Industries, Inc., a division of TriMas, a wholly owned
subsidiary of Metaldyne ("Landlord"),  as  contractor  for  the  United  States
Government  and the Department of the Army (the "Government") and Environmental
Recycling Services  of  America,  Inc.,  a  California  corporation ("Tenant"),
collectively the "Parties."

                                   Recitals

       The  Government  is  the  owner of the Riverbank Army  Ammunition  Plant
located at 5300 Claus Road, Riverbank, California ("the Project").

       Landlord operates and maintains  the  Project as a government contractor
pursuant  to  that  certain  Facility Use Contract  between  Landlord  and  the
Government  dated  May 31, 1994,  as  amended  from  time  to  time  ("Facility
Contract").

       Landlord desires  to  lease  to  Tenant and Tenant desires to lease from
Landlord the premises located at the Project consisting of approximately 51,394
square feet comprising 34,086 square feet  located in building 3, approximately
8,208 square feet located in building 47 and approximately 3,600 square feet in
building 172 (the "Building"), approximately  _____  square  feet  of open area
between  building  3  and  building 4 (the "Courtyard") and approximately  ____
square feet adjacent to building 172 (the "Open Space") as depicted on the map,
for location purposes only,  attached  to  this  Agreement  as  Exhibit "A" and
incorporated  by  this reference, and that certain personal property  owned  by
Landlord (the "Personal  Property")  located  in  building  172 as set forth in
Schedule  "I"  attached to Exhibit "A". The Building, the Courtyard,  the  Open
Space and the Personal Property are collectively referred to as the "Premises".
In the event of any discrepancy between the description of the Premises in this
paragraph and the  location  map  in  Exhibit  "A",  the  description  in  this
paragraph shall control.

       NOW THEREFORE, for good and valuable consideration, the Parties agree as
follows:

                           ARTICLE 1.  DEFINITIONS.

       1.0 Definitions.   As  used in this Agreement, the following terms shall
           have the following definitions:

       "Alterations" shall mean  any  change  or  modification  of  any  of the
improvements on the Premises from that which the possession of the Premises was
provided by Landlord to


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of  no  further  force or effect, and the month to month rental of the Premises
shall terminate; or  (ii) in the event that all of the Conditions Precedent are
fully and completely satisfied as provided herein, the last day of the month in
which the fifth (5th) anniversary of the Subsequent Commencement Date occurs.

       4.01  Termination for Convenience of Government.  The Government has the
right to terminate the  Facility Contract for the Government's convenience upon
(i) thirty (30) days written  notice  during any national emergency declared by
the President or Congress of the United  States or in the event of mobilization
or  (ii)  upon  180 days notice in the event  the  Government  determines  that
termination of the  Facility  Contract  or  any  part  thereof  is  in the best
interest  of  the  Government. In the event that the Government terminates  the
Facility Contract, then Landlord shall have the obligation (as between Landlord
and the Government) and the right (as between Landlord and Tenant) to terminate
this Agreement upon any conditions imposed by the Government; provided, however
that Landlord shall  endeavor  to provide to Tenant the benefit of any extended
time table for termination of the  Agreement  which  Landlord is able to obtain
from  the  Government  in  the  event  the Government terminates  the  Facility
Contract for no-emergency reasons.  Neither  Landlord  nor the Government shall
have any liability whatever to Tenant in the event of an  early  termination of
this   Agreement  in  accordance  with  this  Section  4.01  including  without
limitation  for  direct  or  indirect  damages,  loss  of use, loss of profits,
relocation expenses, or any consequential damages whatever.

                               ARTICLE 5. RENT.

       5.00  Rent.  From the Month to Month Commencement  Date,  rent  for  the
Premises shall be:  (i) $4,000.00 per month for the first month; (ii) $9,000.00
per month for the second month; (iii) $11,000.00 per month for the third month;
(iv) $13,000.00  per  month  for the fourth month; (v) $15,000.00 per month for
the fifth month; and (vi) $18,370.00  per  month  thereafter,  all  of which is
payable  in  advance on the first day of each month during the Term (the  "base
Rent"). Any and  all other charges or amounts due under this Agreement shall be
deemed rent hereunder  and  the Base Rent and any such other charges or amounts
due under this Agreement shall  be  and  collectively  referred  to  as "Rent."
Tenant  shall  cause  payment  of the Rent to be received by Landlord in lawful
money of the United States, without  offset  or deduction, on or before the day
on  which  it is due under the terms of this Agreement.  The  Rent  under  this
Agreement for  any  period  during the Term which is for less than one (1) full
calendar month shall be prorated  based  upon  the actual number of days of the
calendar month involved.  Payment of the Rent shall  be  mde to Landlord at its
address stated herein or to such other persons or at such  other  addresses  as
Landlord may from time to time designate in writing to Tenant.



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       5.01  Base Rent Adjustment.  The monthly Base Rent shall be adjusted and
set in the following manner:

             (a)  Consumer Price Index.  The Consumer Price Index for All Urban
Consumers  (base  year 1982-1984 = 100) for the United States, published by the
United States Department of Labor, Bureau of Labor Statistics ("Index").

             (b)  Calculation  of  Adjustment in Base Rent.  Base Rent shall be
adjusted (increased but not decreased)  every  twelve  (12) month period during
the  Term,  with the first adjustment effective twelve (12)  months  after  the
Month to Month  Commencement Date, and with adjustments thereafter effective on
the first (1st) day  of  the month next succeeding the twelve (12) month period
elapsed since the last adjustment  (each  an  "Adjustment  Date")  to an amount
equal  to  the product obtained by multiplying the Base Rent in effect  on  the
Month to Month  Commencement  Date by a fraction, the numerator of which is the
Index most recently published prior to the Adjustment Date, and the denominator
of which is the Index most recently  prior  to  the Month to Month Commencement
Date, subject to a minimum increase in Base Rent  of  three  percent  (3%)  per
annum for the twelve (12) month period just elapsed prior to each Adjustment.

             (c)   Change  in  Index.  If the Index is changed so that the base
year differs from that used as of the moth most immediately preceding the Month
to Month Commencement Date, the Index shall be converted in accordance with the
conversion factor published by the United States Department of Labor, Bureau of
Labor Statistics.  If the Index  is  discontinued  or  revised during the term,
such other government index or computation with which it  is  replaced shall be
used in order to obtain substantially the same result as would  be  obtained if
the Index had not been discontinued or revised.

       5.01  Security Deposit.  Tenant shall pay to Landlord concurrently  with
the  execution of this Agreement a security deposit in the amount of $37,460.00
which  shall  be  held  by  Landlord,  without  interest,  as  security for the
performance  of  Tenant's  promises  and obligations under this Agreement.  The
security deposit is not an advance rental  deposit  or  a measure of Landlord's
damages in case of Tenant's default. Upon default by Tenant, Landlord may, from
time  to  time  and  without  prejudice  to any other remedy provided  by  this
Agreement or by law, use the security deposit  to  the  extent necessary to pay
any arrears of Rent or other payments or liability caused  by Tenant's default.
Tenant shall pay to Landlord on demand the amount of the security  deposit that
was  applied  in  order  to restore the security deposit to the amount required
hereunder. Although the security  deposit  shall  be deemed the property of the
Landlord, any remaining balance of said deposit shall  be  promptly returned by
Landlord  to  Tenant  at the time after termination of this Agreement  provided
that Tenant has fulfilled all of its obligations under this Agreement.


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