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                                                                    Exhibit 2(c)

                            ASSET PURCHASE AGREEMENT

                                 AMENDMENT NO. 2


                  THIS AMENDMENT NO. 2 (this "Amendment") to the ASSET PURCHASE
AGREEMENT, dated as of January 18, 2002 (the "Asset Purchase Agreement"), by and
among Spinnaker Industries, Inc., Spinnaker Coating, Inc. Spinnaker
Coating-Maine, Inc. (collectively, the "Sellers") and SP Acquisition, LLC (the
"Buyer") is made as of February 25, 2002, by and among the Sellers and the
Buyer. All capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Asset Purchase Agreement.

                  WHEREAS, the Sellers and the Buyer wish to modify the Asset
Purchase Agreement to extend the date on which the Buyer is entitled to
terminate the Asset Purchase Agreement if it has not completed its due
diligence;

                  NOW, THEREFORE, the Asset Purchase Agreement is hereby amended
as follows:

                  1. Section 1. The definition of Due Diligence Termination Date
in Section 1 is hereby deleted and amended to read in its entirety as follows:

                  "Due Diligence Termination Date" shall mean February 26,
2002."

                  2. Ratification of the Asset Purchase Agreement. Except as
otherwise expressly provided herein, all of the terms and conditions of the
Asset Purchase Agreement are ratified and shall remain unchanged and continue in
full force and effect.
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                  IN WITNESS WHEREOF, this Amendment has been executed as of the
date first above written.


                                             SELLERS:

                                             SPINNAKER INDUSTRIES, INC.


                                             By: /s/ LOUIS A. GUZZETTI, JR.
                                                 -------------------------------
                                                 Name: LOUIS A. GUZZETTI, JR.
                                                 Title: Chairman


                                             SPINNAKER COATING, INC.


                                             By: /s/ LOUIS A. GUZZETTI, JR.
                                                 -------------------------------
                                                 Name: LOUIS A. GUZZETTI, JR.
                                                 Title: Chairman


                                             SPINNAKER COATING-MAINE, INC.


                                             By: /s/ LOUIS A. GUZZETTI, JR.
                                                 -------------------------------
                                                 Name: LOUIS A. GUZZETTI, JR.
                                                 Title: Chairman


                                             BUYER:

                                             SP ACQUISITION, LLC


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:
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                  IN WITNESS WHEREOF, this Amendment has been executed as of the
date first above written.


                                             SELLERS:

                                             SPINNAKER INDUSTRIES, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             SPINNAKER COATING, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             SPINNAKER COATING-MAINE, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             BUYER:

                                             SP ACQUISITION, LLC


                                             By: /s/ JEFFREY R. WALSH
                                                 -------------------------------
                                                 Name: JEFFREY R. WALSH
                                                 Title: President