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                                                                    EXHIBIT 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
          PURSUANT TO 302 OF THE SARBANES-OXLEY ACT AND RULE 13A-14(a)
             OR 15D-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, William T. Donovan, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of C2, Inc.

2.     Based on my knowledge, this report does not contain any untrue statement
       of a material fact or omit to state a material fact necessary to make the
       statements made, in light of the circumstances under which such
       statements were made, not misleading with respect to the period covered
       by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
       information included in this report, fairly present in all material
       respects the financial condition, results of operations and cash flows of
       the registrant as of, and for, the periods presented in this report;

4.     The registrant's other certifying officer(s) and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:

       a.     Designed such disclosure controls and procedures, or caused such
              disclosure controls and procedures to be designed under our
              supervision, to ensure that material information relating to the
              registrant, including its consolidated subsidiaries, is made known
              to us by others within those entities, particularly during the
              period in which this report is being prepared;

       b.     Evaluated the effectiveness of the registrant's disclosure
              controls and procedures and presented in this report our
              conclusions about the effectiveness of the disclosure controls and
              procedures, as of the end of the period covered by this report
              based on such evaluation; and

       c.     Disclosed in this report any change in the registrant's internal
              control over financial reporting that occurred during the
              registrant's most recent fiscal quarter (the registrant's fourth
              fiscal quarter (the registrant's fourth fiscal quarter in the case
              of an annual report) that has materially affected, or is
              reasonably likely to materially affect, the registrant's internal
              control over financial reporting; and

5.     The registrant's other certifying officer(s) and I have disclosed, based
       on our most recent evaluation of internal control over financial
       reporting, to the registrant's auditors and the


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       audit committee of registrant's board of directors (or persons performing
       the equivalent function):

       a.     All significant deficiencies and material weaknesses in the design
              or operation of internal controls over financial reporting which
              are reasonably likely to adversely affect the registrant's ability
              to record, process, summarize and report financial information;
              and

       b.     Any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls over financial reporting.


Date:    August 11, 2003


/s/  William T. Donovan
-------------------------
William T. Donovan
Chief Financial Officer



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