EXHIBIT 2.3 DIVESTITURE AGREEMENT DATE: January 2, 1995

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                                                                     EXHIBIT 2.3

                             DIVESTITURE AGREEMENT

DATE:          January 2, 1995

PARTIES:       1.   Northwest Specialties, Inc. ("Northwest")
                    P. O. ▇▇▇ ▇▇▇▇
                    ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

               2.   ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇")
                    P. O. ▇▇▇ ▇▇▇▇
                    ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

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

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

RECITALS:

     WHEREAS, on March 4, 1993 PAN acquired 100,000 shares, or one hundred
percent, of the issued and outstanding stock of Northwest, and

     WHEREAS, PAN wishes to divest itself of Northwest as a subsidiary by
reconveying the 100,000 shares of Northwest stock back to ▇▇▇▇▇▇, and

     WHEREAS, PAN desires to be released from its obligation to finance
Northwest's operations, and

     WHEREAS, PAN will allow ▇▇▇▇▇▇ to keep the 145,055 shares of PAN held by
▇▇▇▇▇▇ from the original acquisition of Northwest by PAN,

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

1.   PAN agrees to reconvey the 100,000 shares of Northwest back to ▇▇▇▇▇▇.

2.   Northwest agrees to release PAN from its obligations to finance
     Northwest's operations.




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3.   PAN agrees to allow ▇▇▇▇▇▇ to keep his 145,055 shares of PAN.


EXECUTED this 2nd day of January, 1995.


NORTHWEST SPECIALTIES, INC.             ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇


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



PAN ENVIRONMENTAL CORPORATION


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