EXHIBIT 2.5 DIVESTITURE AGREEMENT DATE: January 2, 1995

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                                                                     EXHIBIT 2.5

                             DIVESTITURE AGREEMENT


DATE:         January 2, 1995

PARTIES:      1.  MRR Construction Services, Inc. ("MRR")
                  ▇.▇. ▇▇▇ ▇▇▇▇
                  ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

              2.  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇")
                  ▇.▇. ▇▇▇ ▇▇▇▇
                  ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

              3.  PAN Environmental Corporation ("PAN")
                  ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇
                  ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

SUBJECT:      Divestiture -- Resale of Subsidiary Company MRR by Parent Company
              PAN to ▇▇▇▇▇▇▇

RECITALS:     

       WHEREAS, on March 4, 1993 PAN acquired 3,000 shares, or one hundred
percent, of the issued and outstanding stock of MRR, and

       WHEREAS, PAN wishes to divest itself of MRR as a subsidiary by
reconveying the 3,000 shares of MRR stock back to ▇▇▇▇▇▇▇, and

       WHEREAS, PAN desires to be forgiven from its obligation to repay a
$50,000 advance owed by PAN to MRR, and

       WHEREAS, PAN will allow ▇▇▇▇▇▇▇ to keep the 112,889 shares of PAN held
by ▇▇▇▇▇▇▇ from the original acquisition of MRR by PAN,

       NOW, THEREFORE, for the mutual considerations contained herein, the
parties agree as follows:

1.     PAN agrees to reconvey the 3,000 shares of MRR back to ▇▇▇▇▇▇▇.





       
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2.   MRR agrees to forgive the repayment of the $50,000 advance from MRR to PAN.

3.   PAN agrees to allow ▇▇▇▇▇▇▇ to keep his 112,889 shares of PAN.


EXECUTED this 2nd day of January, 1995.


MRR CONSTRUCTION SERVICES, INC.           ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇


By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇                   President
   ----------------------------------   ---------------------------------------
   ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President



PAN ENVIRONMENTAL CORPORATION


By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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   ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President