Exhibit
        10.7

       

      C2
        GLOBAL TECHNOLOGIES INC.

      8813
        Ridge Road

      Bethesda,
        Maryland 20817

       

      
        	 	
                September
                  30,
                  2005

              


      

       

      Laurus
        Master Fund, Ltd. 

      c/o
        Laurus Capital Management, LLC

      825
        Third
        Avenue

      New
        York,
        New York 10022

       

      Re:
        Cash
        Collateral Deposit Agreement

       

      Gentlemen:

       

      Reference
        is made to the Amended and Restated Master Security Agreement dated as of
        October 14, 2004 and amended and restated as of the date hereof, as the same
        may
        be further amended, modified, supplemented and restated from time to time
        (the
“Security Agreement”) by and among C2 Global Technologies, Inc. (f/k/a Acceris
        Communications, Inc.), a Florida corporation (“C2 Global”), C2 Communications
        Technologies, Inc., a Delaware corporation (“C2 Communications”), WebtoTel Inc.,
        a Delaware corporation (“WebtoTel”), CPT-1 Holdings, Inc., a Delaware
        corporation (“CPT-1”), Mibridge, Inc., a Utah corproration (“Mibridge”), Acceris
        Communications Corp., a Delaware corporation (“Acceris”) (each a “Company” and
        collectively the “Companies”) and Laurus Master Fund, Ltd. (“Laurus”). All
        capitalized terms used herein which are not defined shall have the meanings
        given to them in the Security Agreement.

       

      In
        consideration of Laurus’ agreement to release its security interest in certain
        assets of one or more of the Companies, and for other good and valuable
        consideration the receipt and sufficiency of which is hereby acknowledged,
        as
        collateral security for the Obligations, C2 Global (the parent company of
        each
        of C2 Communications, WebtoTel, CPT-1, Mibridge and Acceris), hereby deposits
        with Laurus and grants to Laurus a security interest in the sum of One Million
        Eight Hundred Thousand Dollars ($1,800,000), together with any and all interest
        accruing and accrued thereon, to be held by Laurus for the uses and purposes
        herein stated (this deposit to be hereinafter referred to as the “Collateral
        Deposit”).

       

      Upon
        the
        occurrence and during the continuance of any Event of Default or if a notice
        of
        any lien, levy or assessment is filed of record with respect to any assets
        of
        any Company by the United States or any department, agency or instrumentality
        thereof, or if any taxes or debts owing at any time or times hereafter to
        any
        one of them becomes a lien or encumbrance upon any assets of any Company
        in
        Laurus’ possession or otherwise, Laurus and its successors and assigns may,
        without demand of performance or advertisement or notice of any kind to or
        upon
        any Company (each of which demands, advertisements and/or notices are hereby
        expressly waived), forthwith or at any time or times thereafter, appropriate
        and
        apply all or any part of the Collateral Deposit to the payment of the
        Obligations. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      In
        addition to Laurus’ other rights hereunder, Laurus is hereby authorized to apply
        the proceeds of the Collateral Deposit to regularly scheduled amortization
        payments owing by the Companies to Laurus under the terms of the Secured
        Convertible Term Note dated October 14, 2004 made by C2 Global in favor of
        Laurus, as amended, modified, supplemented and restated from time to
        time.

       

      When
        all
        Obligations have been indefeasibly paid in full, the Documents have been
        irrevocably terminated and the Companies have executed full releases in favor
        of
        Laurus in form and substance satisfactory to Laurus, any portion of the
        Collateral Deposit remaining on deposit hereunder shall be returned to C2
        Global.

       

      This
        letter agreement shall be binding upon and inure to the benefit of the parties
        hereto and their respective successors and assigns and shall be governed
        by and
        construed in accordance with the laws of the State of New York.

       

      
        	 	 	 
	 	Very
                truly yours,
	 	 
	 	C2 GLOBAL TECHNOLOGIES INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title:
	 	 
	 	 
	ACCEPTED:	 
	 	 
	LAURUS MASTER FUND, LTD.	 
	 	 
	By:
                _______________________________________	 
	Name:	 
	Title:	 


      

       

      
        
           

        

        
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