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. Xxx 000X
                    Xxxxxxx, XX 00000

               2.   Xxxxxx X. Xxxxxx ("Xxxxxx")
                    P. O. Xxx 000X
                    Xxxxxxx, XX 00000

               3.   PAN Environmental Corporation ("PAN")
                    00000 XX 00xx Xxx
                    Xxxxxx, XX 00000

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

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 Xxxxxx, and

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

     WHEREAS, PAN will allow Xxxxxx to keep the 145,055 shares of PAN held by
Xxxxxx 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 Xxxxxx.

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




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


EXECUTED this 2nd day of January, 1995.


NORTHWEST SPECIALTIES, INC.             XXXXXX X. XXXXXX


By /s/ XXXXXX X. XXXXXX                 /s/ XXXXXX X. XXXXXX
   ----------------------------------   ---------------------------------------
   Xxxxxx X. Xxxxxx, President



PAN ENVIRONMENTAL CORPORATION


By /s/ XXXXX XXXXXXXX
   ----------------------------------
   Xxxxx Xxxxxxxx, President