EXHIBIT 2.5 DIVESTITURE AGREEMENT DATE: January 2, 1995

   1


                                                                     EXHIBIT 2.5

                             DIVESTITURE AGREEMENT


DATE:         January 2, 1995

PARTIES:      1.  MRR Construction Services, Inc. ("MRR")
                  X.X. Xxx 0000
                  Xxxxx, XX 00000

              2.  Xxxxx X. Xxxxxxx ("Xxxxxxx")
                  X.X. Xxx 0000
                  Xxxxx, XX 00000

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

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

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 Xxxxxxx, 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 Xxxxxxx to keep the 112,889 shares of PAN held
by Xxxxxxx 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 Xxxxxxx.





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

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


EXECUTED this 2nd day of January, 1995.


MRR CONSTRUCTION SERVICES, INC.           XXXXX X. XXXXXXX


By /s/ XXXXX X. XXXXXXX                   President
   ----------------------------------   ---------------------------------------
   Xxxxx X. Xxxxxxx, President



PAN ENVIRONMENTAL CORPORATION


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