Registration No. 333-______
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
--------------------------------------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------


                                    C2, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Wisconsin                                  39-1915787
      (State or other jurisdiction                      (I.R.S. Employer
    of incorporation or organization)                 Identification No.)

     700 N. Water Street, Suite 1200
          Milwaukee, Wisconsin                               53202
(Address of principal executive offices)                   (Zip Code)

                       C2, Inc. 1998 Equity Incentive Plan
                           (Full titles of the plans)

            William T. Donovan
  President, Chief Executive Officer and
          Chief Financial Officer                            Copy to:
                 C2, Inc.                                  Luke E. Sims
      700 N. Water Street, Suite 1200                    Foley & Lardner
        Milwaukee, Wisconsin 53202                  777 East Wisconsin Avenue,
              (414) 291-9000                               Suite 3800
   (Name, address and telephone number,             Milwaukee, Wisconsin 53202
including area code, of agent for service)                (414) 297-5680

<TABLE>
<CAPTION>
                              -----------------------------------------------------
                                         CALCULATION OF REGISTRATION FEE
------------------------ ------------------------ --------------------- ---------------------- ------------------
                                                        Proposed              Proposed
       Title of                  Amount                 Maximum                Maximum
   Securities to be               to be              Offering Price      Aggregate Offering        Amount of
      Registered              Registered(1)           Per Share(2)            Price(2)         Registration Fee
------------------------ ------------------------ --------------------- ---------------------- ------------------
<S>                          <C>                         <C>                 <C>                    <C>
Common Stock,                405,000 shares              $4.470              $1,810,350             $146.46
$ 1 par value
------------------------ ------------------------ --------------------- ---------------------- ------------------
Common Stock,                215,000 shares             $11.665              $2,507,975             $202.90
$ 1 par value
------------------------ ------------------------ --------------------- ---------------------- ------------------
     Total                   620,000 shares                                  $4,318,325             $349.36
------------------------ ------------------------ --------------------- ---------------------- ------------------
</TABLE>

(1)  Pursuant to Rule 416, this Registration Statement also registers an
     indeterminate number of additional shares as may be offered or issued to
     satisfy the anti-dilution provisions of the 1998 Equity Incentive Plan.
(2)  Calculated pursuant to Rule 457(c) and (h) under the Securities Act of 1933
     solely for the purpose of calculating the registration fee based on: (i)
     the weighted average option exercise price with respect to outstanding
     options to purchase 405,000 shares and (ii) the average of the high and low
     sales prices for C2, Inc. Common Stock as reported on the Nasdaq National
     Market on April 16, 2003 with respect to the 215,000 shares subject to
     future grants under the 1998 Equity Incentive Plan.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     The following documents filed by C2, Inc. (the "Company") with the
Commission are hereby incorporated herein by reference:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
2002.

     2. The Company's Current Report on Form 8-K filed on January 9, 2003.

     3. The description of the Company's Common Stock contained in Item 1 of the
Company's Registration Statement on Form S-1, dated February 10, 1998, filed
with the Commission pursuant to Section 12 of the Exchange Act, and any
amendments or reports filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as the Company files a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.
         -------------------------

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

     The validity of the securities being offered hereby will be passed on for
the Company by Foley & Lardner, Milwaukee, Wisconsin. As of April 22, 2003,
Foley & Lardner attorneys who participated in the preparation of this
Registration Statement beneficially owned 62,601 shares of the Company's Common
Stock.

                                      -2-
<PAGE>

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     Pursuant to the Wisconsin Business Corporation Law and the Company's
By-laws, directors and officers of the Company are entitled to mandatory
indemnification from the Company against certain liabilities (which may include
liabilities under the Securities Act of 1933) and expenses (i) to the extent
such officers or directors are successful in the defense of a proceeding and
(ii) in proceedings in which the director or officer is not successful in
defense thereof, unless it is determined that the director or officer breached
or failed to perform his or her duties to the Company and such breach or failure
constituted: (a) a willful failure to deal fairly with the Company or its
shareholders in connection with a matter in which the director or officer had a
material conflict of interest; (b) a violation of the criminal law, unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was unlawful;
(c) a transaction from which the director or officer derived an improper
personal profit; or (d) willful misconduct. It should be noted that the
Wisconsin Business Corporation Law specifically states that it is the public
policy of Wisconsin to require or permit indemnification in connection with a
proceeding involving securities regulation, as described therein, to the extent
required or permitted as described above. Additionally, under the Wisconsin
Business Corporation Law, directors of the Company are not subject to personal
liability to the Company, its shareholders or any person asserting rights on
behalf thereof for certain breaches or failures to perform any duty resulting
solely from their status as directors except in circumstances paralleling those
in subparagraphs (a) through (d) outlined above.

     Expenses for the defense of any action for which indemnification may be
available may be advanced by the Company under certain circumstances.

     The indemnification provided by the Wisconsin Business Corporation Law and
the Company's By-laws is not exclusive of any other rights to which a director
or officer may be entitled.

     The Company maintains a liability insurance policy for its directors and
officers as permitted by Wisconsin law which may extend to, among other things,
liability arising under the Securities Act of 1933, as amended.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

     Not Applicable.

                                      -3-
<PAGE>

Item 8. Exhibits.
        --------

     The following exhibits have been filed (except where otherwise indicated)
as part of this Registration Statement:


Exhibit                       No. Exhibit
-------                       -----------

(4.1)              C2, Inc. 1998 Equity Incentive Plan

(5)                Opinion of Foley & Lardner

(23.1)             Consent of Deloitte & Touche LLP

(23.2)             Consent of Foley & Lardner (contained in Exhibit (5)
                   hereto)

(24)               Power of Attorney relating to subsequent amendments
                   (included on the signature page to this Registration
                   Statement)

Item 9.  Undertakings.
         ------------

     (a) The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933, as amended;

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     Registration Statement.

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the Registration Statement or any
     material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                                      -4-
<PAGE>

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                      -5-
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on April 22, 2003.

                                        C2, INC.


                                        By: /s/ William T. Donovan
                                            ------------------------------------
                                            William T. Donovan
                                            President, Chief Executive Officer
                                            and Chief Financial Officer

                                Power of Attorney

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints William T. Donovan his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent may lawfully do or cause
to be done by virtue hereof.

<TABLE>
<CAPTION>
        Signature                                            Title                                     Date
        ---------                                            -----                                     ----


<S>                                               <C>                                              <C>
/s/ David J. Lubar                                Chairman of the Board and Director               April 22, 2003
-------------------------------
David J. Lubar


/s/ William T. Donovan                            President, Chief Executive Officer,              April 22, 2003
-------------------------------                   Chief Financial Officer and Director
William T. Donovan                                (Principal Executive, Financial and
                                                  Accounting Officer)
</TABLE>


                                      -6-
<PAGE>

<TABLE>
<CAPTION>
        Signature                                            Title                                     Date
        ---------                                            -----                                     ----
<S>                                               <C>                                              <C>

/s/ John A. Becker                                          Director                               April 22, 2003
-------------------------------
John A. Becker


/s/ Nicholas F. Brady                                       Director                               April 22, 2003
-------------------------------
Nicholas F. Brady


/s/ William H. Lacy                                         Director                               April 22, 2003
-------------------------------
William H. Lacy


/s/ Sheldon B. Lubar                                        Director                               April 22, 2003
-------------------------------
Sheldon B. Lubar

</TABLE>


                                      -7-
<PAGE>

                                  EXHIBIT INDEX

                       C2, INC. 1998 EQUITY INCENTIVE PLAN


Exhibit No.                                Exhibit
----------                                 -------

 (4.1)           C2, Inc. 1998 Equity Incentive Plan

 (5)             Opinion of Foley & Lardner

 (23.1)          Consent of Deloitte & Touche LLP

 (23.2)          Consent of Foley & Lardner (contained in Exhibit (5) hereto)

 (24)            Power of Attorney relating to subsequent amendments (included
                 on the signature page to this Registration Statement)


                                      E-1
[{"type": "S-8", "sequence": "1", "filename": "irm285.txt", "description": "FORM S-8", "secsgml_size_bytes": 18108}]
{"company-data": {"conformed-name": "C2 INC", "cik": "0001052102", "assigned-sic": "4220", "irs-number": "391915787", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104681", "film-number": "03658721"}, "business-address": {"street1": "700 NORTH WATER", "street2": "STE 1200", "city": "MILWAUKEE", "state": "WI", "zip": "53202", "phone": "4142919000"}, "mail-address": {"street1": "700 NORTH WATER", "street2": "SUITE 1200", "city": "MILWAUKEE", "state": "WI", "zip": "53202"}}
Registration No. 333-______
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
--------------------------------------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------

                                    C2, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Wisconsin                                  39-1915787
      (State or other jurisdiction                      (I.R.S. Employer
    of incorporation or organization)                 Identification No.)

     700 N. Water Street, Suite 1200
          Milwaukee, Wisconsin                               53202
(Address of principal executive offices)                   (Zip Code)

                       C2, Inc. 1998 Equity Incentive Plan
                           (Full titles of the plans)

            William T. Donovan
  President, Chief Executive Officer and
          Chief Financial Officer                            Copy to:
                 C2, Inc.                                  Luke E. Sims
      700 N. Water Street, Suite 1200                    Foley & Lardner
        Milwaukee, Wisconsin 53202                  777 East Wisconsin Avenue,
              (414) 291-9000                               Suite 3800
   (Name, address and telephone number,             Milwaukee, Wisconsin 53202
including area code, of agent for service)                (414) 297-5680
-----------------------------------------------------
                                         CALCULATION OF REGISTRATION FEE
------------------------ ------------------------ --------------------- ---------------------- ------------------
                                                        Proposed              Proposed
       Title of                  Amount                 Maximum                Maximum
   Securities to be               to be              Offering Price      Aggregate Offering        Amount of
      Registered              Registered(1)           Per Share(2)            Price(2)         Registration Fee
------------------------ ------------------------ --------------------- ---------------------- ------------------
Common Stock,                405,000 shares              $4.470              $1,810,350             $146.46
$ 1 par value
------------------------ ------------------------ --------------------- ---------------------- ------------------
Common Stock,                215,000 shares             $11.665              $2,507,975             $202.90
$ 1 par value
------------------------ ------------------------ --------------------- ---------------------- ------------------
     Total                   620,000 shares                                  $4,318,325             $349.36
------------------------ ------------------------ --------------------- ---------------------- ------------------
(1)  Pursuant to Rule 416, this Registration Statement also registers an
     indeterminate number of additional shares as may be offered or issued to
     satisfy the anti-dilution provisions of the 1998 Equity Incentive Plan.
(2)  Calculated pursuant to Rule 457(c) and (h) under the Securities Act of 1933
     solely for the purpose of calculating the registration fee based on: (i)
     the weighted average option exercise price with respect to outstanding
     options to purchase 405,000 shares and (ii) the average of the high and low
     sales prices for C2, Inc. Common Stock as reported on the Nasdaq National
     Market on April 16, 2003 with respect to the 215,000 shares subject to
     future grants under the 1998 Equity Incentive Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     The following documents filed by C2, Inc. (the "Company") with the
Commission are hereby incorporated herein by reference:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
2002.

     2. The Company's Current Report on Form 8-K filed on January 9, 2003.

     3. The description of the Company's Common Stock contained in Item 1 of the
Company's Registration Statement on Form S-1, dated February 10, 1998, filed
with the Commission pursuant to Section 12 of the Exchange Act, and any
amendments or reports filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as the Company files a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.
         -------------------------

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

     The validity of the securities being offered hereby will be passed on for
the Company by Foley & Lardner, Milwaukee, Wisconsin. As of April 22, 2003,
Foley & Lardner attorneys who participated in the preparation of this
Registration Statement beneficially owned 62,601 shares of the Company's Common
Stock.

                                      -2-
Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     Pursuant to the Wisconsin Business Corporation Law and the Company's
By-laws, directors and officers of the Company are entitled to mandatory
indemnification from the Company against certain liabilities (which may include
liabilities under the Securities Act of 1933) and expenses (i) to the extent
such officers or directors are successful in the defense of a proceeding and
(ii) in proceedings in which the director or officer is not successful in
defense thereof, unless it is determined that the director or officer breached
or failed to perform his or her duties to the Company and such breach or failure
constituted: (a) a willful failure to deal fairly with the Company or its
shareholders in connection with a matter in which the director or officer had a
material conflict of interest; (b) a violation of the criminal law, unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was unlawful;
(c) a transaction from which the director or officer derived an improper
personal profit; or (d) willful misconduct. It should be noted that the
Wisconsin Business Corporation Law specifically states that it is the public
policy of Wisconsin to require or permit indemnification in connection with a
proceeding involving securities regulation, as described therein, to the extent
required or permitted as described above. Additionally, under the Wisconsin
Business Corporation Law, directors of the Company are not subject to personal
liability to the Company, its shareholders or any person asserting rights on
behalf thereof for certain breaches or failures to perform any duty resulting
solely from their status as directors except in circumstances paralleling those
in subparagraphs (a) through (d) outlined above.

     Expenses for the defense of any action for which indemnification may be
available may be advanced by the Company under certain circumstances.

     The indemnification provided by the Wisconsin Business Corporation Law and
the Company's By-laws is not exclusive of any other rights to which a director
or officer may be entitled.

     The Company maintains a liability insurance policy for its directors and
officers as permitted by Wisconsin law which may extend to, among other things,
liability arising under the Securities Act of 1933, as amended.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

     Not Applicable.

                                      -3-
Item 8. Exhibits.
        --------

     The following exhibits have been filed (except where otherwise indicated)
as part of this Registration Statement:

Exhibit                       No. Exhibit
-------                       -----------

(4.1)              C2, Inc. 1998 Equity Incentive Plan

(5)                Opinion of Foley & Lardner

(23.1)             Consent of Deloitte & Touche LLP

(23.2)             Consent of Foley & Lardner (contained in Exhibit (5)
                   hereto)

(24)               Power of Attorney relating to subsequent amendments
                   (included on the signature page to this Registration
                   Statement)

Item 9.  Undertakings.
         ------------

     (a) The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933, as amended;

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     Registration Statement.

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the Registration Statement or any
     material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                                      -4-
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -5-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on April 22, 2003.

                                        C2, INC.

                                        By: /s/ William T. Donovan
                                            ------------------------------------
                                            William T. Donovan
                                            President, Chief Executive Officer
                                            and Chief Financial Officer

                                Power of Attorney

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints William T. Donovan his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent may lawfully do or cause
to be done by virtue hereof.
Signature                                            Title                                     Date
        ---------                                            -----                                     ----
/s/ David J. Lubar                                Chairman of the Board and Director               April 22, 2003
-------------------------------
David J. Lubar

/s/ William T. Donovan                            President, Chief Executive Officer,              April 22, 2003
-------------------------------                   Chief Financial Officer and Director
William T. Donovan                                (Principal Executive, Financial and
                                                  Accounting Officer)
-6-
Signature                                            Title                                     Date
        ---------                                            -----                                     ----
/s/ John A. Becker                                          Director                               April 22, 2003
-------------------------------
John A. Becker

/s/ Nicholas F. Brady                                       Director                               April 22, 2003
-------------------------------
Nicholas F. Brady

/s/ William H. Lacy                                         Director                               April 22, 2003
-------------------------------
William H. Lacy

/s/ Sheldon B. Lubar                                        Director                               April 22, 2003
-------------------------------
Sheldon B. Lubar
-7-
EXHIBIT INDEX

                       C2, INC. 1998 EQUITY INCENTIVE PLAN

Exhibit No.                                Exhibit
----------                                 -------

 (4.1)           C2, Inc. 1998 Equity Incentive Plan

 (5)             Opinion of Foley & Lardner

 (23.1)          Consent of Deloitte & Touche LLP

 (23.2)          Consent of Foley & Lardner (contained in Exhibit (5) hereto)

 (24)            Power of Attorney relating to subsequent amendments (included
                 on the signature page to this Registration Statement)

                                      E-1