5
1121061

Exhibit 2(c)



                        SECOND AMENDMENT
                               TO
                    STOCK PURCHASE AGREEMENT

     This  SECOND  AMENDMENT  TO STOCK PURCHASE  AGREEMENT  (this
"Amendment")  is  made and entered into as of  the  11th  day  of
October,  2000 by and among MINI CROWN FUNDING CORP., a  Delaware
corporation   (the   "Buyer"),  the  Buyer's  parent,   SOVEREIGN
SPECIALTY CHEMICALS, INC., a Delaware corporation (the "Parent"),
IMPERIAL  ADHESIVES, INC., an Ohio corporation ("Imperial"),  and
NS  GROUP,  INC.,  a  Kentucky corporation (the  "Seller").   The
Buyer,  the  Parent,  the Seller, and Imperial  are  referred  to
herein  individually  as  a  "Party"  and  collectively  as   the
"Parties."  Capitalized terms used but not defined  herein  shall
have  the meaning assigned to them in that certain Stock Purchase
Agreement  dated  as  of  September 13, 2000  by  and  among  the
Parties,  as  amended by that certain First  Amendment  to  Stock
Purchase Agreement dated October 10, 2000 (as amended, the "Stock
Purchase Agreement").

                            RECITALS

       A.    Certain  disputes  have  arisen  among  the  Parties
regarding certain terms of the Stock Purchase Agreement.

     B.    In  order to resolve those disputes, the Parties  have
agreed to amend the Stock Purchase Agreement as set forth in this
Amendment.

                            AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing Recitals,
and  the  mutual agreements herein contained, and other good  and
valuable consideration, the receipt and sufficiency of which  are
hereby  mutually  acknowledged, the Stock Purchase  Agreement  is
amended as follows:

     1.    Section  4(r)  of  the Stock Purchase  Agreement,
entitled  "Environment,  Health,  and  Safety,"  is   hereby
amended by adding the following subsection (xi):

          "(xi)      There are no polychlorinated biphenynls
     ("PCB's"), in, immediately adjacent to, on or under, or
     migrating from, that certain 60 foot by 60 foot portion
     of  the  Real Property (the "Subject Cincinnati  Plot")
     that  was the subject of that certain report dated June
     14,  2000 prepared by BHE Environmental concerning  the
     Imperial facility located thereat in Cincinnati, Ohio."

     2.    Section  6(l)  of  the Stock Purchase  Agreement,
entitled    "Special   Arrangements   Relating   to    Known
Environmental  Matters," is hereby amended by  deleting  the
phrase  "in  Sections  4(r)(vii),  (viii),  (ix)  and   (x)"
beginning   at  the  third  line  thereof  and  substituting
therefor  the  phrase "in Sections 4(r)(vii), (viii),  (ix),
(x), and (xi)" in its place and stead.

     3.    Paragraph  (i)  of  Section  6(l)  of  the  Stock
Purchase  Agreement, entitled "Special Arrangements Relating
to  Known  Environmental  Matters,"  is  hereby  amended  by
inserting  the words "with respect to" in between the  words
"and" and "any" appearing on the second line thereof.

     4.     Section  6  of  the  Stock  Purchase  Agreement,
entitled "Additional Covenants," is hereby amended by adding
the  following  new Section 6(n), entitled  "Remediation  of
PCB's on Subject Cincinnati Plot":

                 "(n)   Remediation  of  PCB's  on   Subject
     Cincinnati  Plot.  With  respect  to  any   PCB's   in,
     immediately adjacent to, on or under, or migrating from
     the  Subject  Cincinnati Plot (the  "PCB  Environmental
     Matters"), the Parties hereby agree that following  the
     Closing,  the  Buyer and the Seller shall  conduct  the
     following  activities relating to the PCB Environmental
     Matters (collectively referred to as "PCB Environmental
     Activities"):  (x) any activities reasonably  necessary
     for    the    assessment,   sampling,    investigation,
     monitoring, remediation, abatement or the like relating
     to  the  PCB  Environmental Matters (collectively,  the
     "PCB   Environmental  Identification  and   Remediation
     Activities"),  and  (y) the defense, settlement  and/or
     other resolution of all third party claims against  the
     Seller,  Imperial,  the Buyer or the Parent  (including
     those asserted by any governmental agency) arising from
     or  relating, to the PCB Environmental Matters, to  the
     extent  such  claims are asserted against  the  Seller,
     Imperial,  the  Buyer or the Parent ("PCB Environmental
     Third   Party  Claims"  and  "PCB  Environmental  Claim
     Resolution Activities," respectively).

                (i)   With  respect  to the conduct  of  the  PCB
     Environmental Identification and Remediation Activities  and
     with  respect  to  any  PCB Environmental  Claim  Resolution
     Activities  in  connection with any PCB Environmental  Third
     Party Claims brought by any governmental agency, the Parties
     hereby agree as follows:

                         (A)   as  appropriate,  such  activities
               shall  be conducted by an environmental consultant
               mutually agreed upon by the Buyer and the Seller;

                         (B)  all submissions to any Governmental
               Body,  including  without limitation  work  plans,
               sampling and analysis plans and health and  safety
               plans, shall be mutually agreed upon by the  Buyer
               and the Seller prior to submission;

                         (C)   the  Buyer  shall deliver  to  the
               Seller  copies  of all information  discovered  or
               prepared as a result of the Buyer's conduct of any
               such  activities, including, but  not  limited  to
               results  of soil or groundwater analysis,  pumping
               test  results,  monitoring results and  consulting
               reports or correspondence;

                         (D)  the Seller shall have the right  to
               attend  all  meetings  or  discussions  with   any
               Governmental  Body, and the Seller  shall  receive
               notice  of  the time and place of the  meeting  or
               discussion within a reasonable time prior  to  any
               such  meeting or discussion, provided that so long
               as  the  Buyer has furnished the Seller with  such
               reasonable advance notice thereof, the Buyer shall
               have    no   responsibility   for   the   Seller's
               unavailability  or  failure  to  attend  any  such
               meeting; and

                         (E)   the  Seller  or its representative
               shall have the right to enter the relevant portion
               of  Imperial's  Real Property  at  all  reasonable
               times for the purpose of observing the conduct  or
               performance  of  any such activities,  subject  to
               reasonable health and safety plans or restrictions
               imposed on the Seller during such observation.

                (ii)  With  respect  to the conduct  of  any  PCB
     Environmental Claim Resolution Activities in connection with
     any  PCB Environmental Third Party Claims other than  a  PCB
     Environmental  Third Party Claim brought by  a  Governmental
     Body, the Parties hereby agree as follows:

                         (A)   upon  the  Buyer's  or  Imperial's
               receipt of any such  PCB Environmental Third Party
               Claim Buyer shall promptly so notify the Seller in
               writing; provided, however, that no delay  on  the
               part  of  the Buyer in notifying the Seller  shall
               relieve   the   Seller  from  any   liability   or
               obligation  hereunder unless (and then  solely  to
               the  extent) the Seller is damaged and  prejudiced
               from  adequately participating in the  defense  of
               that PCB Environmental Third Party Claim;

                         (B)  the Buyer shall defend any such PCB
               Environmental  Third Party Claim with  counsel  of
               its  choice reasonably satisfactory to the Seller,
               provided  that the Seller may retain separate  co-
               counsel   at   its  sole  cost  and  expense,   to
               participate in such defense;

                         (C)  the Buyer shall deliver or cause to
               be   delivered  to  the  Seller  copies   of   all
               correspondence,   pleadings,   motions,    briefs,
               appeals or other written statements relating to or
               submitted  in connection with the defense  of  any
               such  PCB  Environmental Third  Party  Claim,  and
               timely notices of, and the right to participate in
               any hearing or other court proceeding relating  to
               any such PCB Environmental Third Party Claim; and

                         (D)   any settlement with respect to any
               such  PCB Environmental Third Party Claim will  be
               subject  to the mutual agreement of the Buyer  and
               the Seller.

               (iii)      The  Parties mutually  agree  that  the
     appropriateness  of  any  PCB Environmental  Activity,   the
     reasonableness  of  the extent to which  any  such  activity
     shall  be  undertaken, and the reasonableness of any  action
     taken by the Buyer and the Seller pursuant to paragraphs (i)
     and  (ii)  of  this  Section 6(n)  shall  be  determined  by
     reference   to   the   following  standard:   a   reasonable
     businessman who owns a piece of real estate on which an  on-
     going  manufacturing  business is being  operated,  and  who
     intends  to continue to operate that business on  that  real
     estate;  and in any event, in compliance with all applicable
     environmental laws. The Seller and the Buyer agree that they
     will  attempt in good faith to promptly resolve any  dispute
     pertaining  to  any  PCB  Environmental  Activity  and   the
     operations  of  the  provisions of this  Section  6(n),  and
     failing any such resolution, the provisions of Section  8(j)
     shall apply.

     5.    Section 8(b)(ii) of the Stock Purchase Agreement,
entitled  "Seller  -  Monetary  Liability  Limitations,"  is
hereby amended as follows:

          (a)   by  deleting the phrase "made in  Section  4
     hereof"  appearing  in  the  third  line  thereof   and
     substituting  therefor the phrase "made  in  Section  4
     hereof   (other   than  those  contained   in   Section
     4(r)(xi))" in its place and stead; and

          (b)    by  deleting  the  amount  of  "$2,600,000"
     appearing  in  the ninth line thereof and  substituting
     therefor "$3,200,000" in its place and stead.

     6.   Notwithstanding that the Parties have executed and
delivered to each other all of the agreements, documents and
instruments contemplated by the provisions of Section 7 of the
Stock Purchase Agreement, which are each dated October 10, 2000
(collectively, the "Closing Documents"), the Parties expressly
mutually acknowledge and agree that (x) the Closing Date is
October 11, 2000, (y) for all purposes under the Stock Purchase
Agreement and each Closing Document, each such Closing Document
shall be deemed to be dated October 11, 2000 and (z) the Parties
shall execute and deliver to each other such further instruments
and shall take such further actions as any of them may request to
further evidence that the Closing occurred on October 11, 2000.

     7.   All of the other terms and provisions of the Stock
Purchase Agreement, except as hereinabove amended by the terms of
this Amendment, shall remain in full force and effect.

     8.   This Amendment shall be effective as of the date first
above written.

     9.   This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered will
be deemed an original, and such counterparts together will
constitute one instrument.

      IN  WITNESS  WHEREOF, the Parties have  entered  into  this
Amendment on the day and year first above written.


                                BUYER:

                                MINI CROWN FUNDING CORP.


                                By:
                                  Name:
                                  Title:


                                PARENT:


                                SOVEREIGN SPECIALTY CHEMICALS,
                                INC.


                                By:
                                  Name:
                                  Title:


                                IMPERIAL:

                                IMPERIAL ADHESIVES, INC.


                                By:
                                  Name:
                                  Title:


                                SELLER:

                                NS GROUP, INC.


                                By:
                                  Name:
                                  Title: