INTELLECTUAL PROPERTY SECURITY AGREEMENT

                                                                   Exhibit 10.63
                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

                  INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement"
dated as of July 5, 2006, by and among Midnight Holdings Group, Inc., a Delaware
corporation (the "Company"), and the secured parties signatory hereto and their
respective endorsees, transferees and assigns (collectively, the "Secured
Party").

                              W I T N E S S E T H :

         WHEREAS, pursuant to a Securities Purchase Agreement, dated the date
hereof, between Company and the Secured Party (the "Purchase Agreement"),
Company has agreed to issue to the Secured Party and the Secured Party has
agreed to purchase from Company certain of Company's 10% Secured Convertible
Notes, due three years from the date of issue (the "Notes"), which are
convertible into shares of Company's Common Stock, par value $.00005 per share
(the "Common Stock"). In connection therewith, Company shall issue the Secured
Party certain Common Stock purchase warrants dated as of the date hereof to
purchase the number of shares of Common Stock indicated below each Secured
Party's name on the Purchase Agreement (the "Warrants"); and

         WHEREAS, in order to induce the Secured Party to purchase the Notes,
Company has agreed to execute and deliver to the Secured Party this Agreement
for the benefit of the Secured Party and to grant to it a first priority
security interest in certain Intellectual Property (defined below) of Company to
secure the prompt payment, performance and discharge in full of all of Company's
obligations under the Notes and exercise and discharge in full of Company's
obligations under the Warrants; and

         NOW, THEREFORE, in consideration of the agreements herein contained and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

                  1. Defined Terms. Unless otherwise defined herein, terms which
are defined in the Purchase Agreement and used herein are so used as so defined;
and the following terms shall have the following meanings:

                  "Software Intellectual Property" shall mean:

                  (a) all software programs (including all source code, object
code and all related applications and data files), whether now owned, upgraded,
enhanced, licensed or leased or hereafter acquired by the Company, above;

                  (b) all computers and electronic data processing hardware and
firmware associated therewith;

                  (c) all documentation (including flow charts, logic diagrams,
manuals, guides and specifications) with respect to such software, hardware and
firmware described in the preceding clauses (a) and (b); and


<PAGE>


                  (d) all rights with respect to all of the foregoing,
including, without limitation, any and all upgrades, modifications, copyrights,
licenses, options, warranties, service contracts, program services, test rights,
maintenance rights, support rights, improvement rights, renewal rights and
indemnifications and substitutions, replacements, additions, or model
conversions of any of the foregoing.

                  "Copyrights" shall mean (a) all copyrights, registrations and
applications for registration, issued or filed, including any reissues,
extensions or renewals thereof, by or with the United States Copyright Office or
any similar office or agency of the United States, any state thereof, or any
other country or political subdivision thereof, or otherwise, including, all
rights in and to the material constituting the subject matter thereof,
including, without limitation, any referred to in Schedule B hereto, and (b) any
rights in any material which is copyrightable or which is protected by common
law, United States copyright laws or similar laws or any law of any State,
including, without limitation, any thereof referred to in Schedule B hereto.

                  "Copyright License" shall mean any agreement, written or oral,
providing for a grant by the Company of any right in any Copyright, including,
without limitation, any thereof referred to in Schedule B hereto.

                  "Intellectual Property" shall means, collectively, the
Software Intellectual Property, Copyrights, Copyright Licenses, Patents, Patent
Licenses, Trademarks, Trademark Licenses and Trade Secrets.

                  "Obligations" means all of the Company's obligations under
this Agreement and the Notes, in each case, whether now or hereafter existing,
voluntary or involuntary, direct or indirect, absolute or contingent, liquidated
or unliquidated, whether or not jointly owed with others, and whether or not
from time to time decreased or extinguished and later decreased, created or
incurred, and all or any portion of such obligations or liabilities that are
paid, to the extent all or any part of such payment is avoided or recovered
directly or indirectly from the Secured Party as a preference, fraudulent
transfer or otherwise as such obligations may be amended, supplemented,
converted, extended or modified from time to time.

                  "Patents" shall mean (a) all letters patent of the United
States or any other country or any political subdivision thereof, and all
reissues and extensions thereof, including, without limitation, any thereof
referred to in Schedule B hereto, and (b) all applications for letters patent of
the United States and all divisions, continuations and continuations-in-part
thereof or any other country or any political subdivision, including, without
limitation, any thereof referred to in Schedule B hereto.

                  "Patent License" shall mean all agreements, whether written or
oral, providing for the grant by the Company of any right to manufacture, use or
sell any invention covered by a Patent, including, without limitation, any
thereof referred to in Schedule B hereto.

                  "Security Agreement" shall mean the a Security Agreement,
dated the date hereof between Company and the Secured Party.

                  "Trademarks" shall mean (a) all trademarks, trade names,
corporate names, company names, business names, fictitious business names, trade
styles, service marks,


                                       2
<PAGE>

logos and other source or business identifiers, and the goodwill associated
therewith, now existing or hereafter adopted or acquired, all registrations and
recordings thereof, and all applications in connection therewith, whether in the
United States Patent and Trademark Office or in any similar office or agency of
the United States, any state thereof or any other country or any political
subdivision thereof, or otherwise, including, without limitation, any thereof
referred to in Schedule B hereto, and (b) all reissues, extensions or renewals
thereof.

                  "Trademark License" shall mean any agreement, written or oral,
providing for the grant by the Company of any right to use any Trademark,
including, without limitation, any thereof referred to in Schedule B hereto.

                  "Trade Secrets" shall mean common law and statutory trade
secrets and all other confidential or proprietary or useful information and all
know-how obtained by or used in or contemplated at any time for use in the
business of the Company (all of the foregoing being collectively called a "Trade
Secret"), whether or not such Trade Secret has been reduced to a writing or
other tangible form, including all documents and things embodying, incorporating
or referring in any way to such Trade Secret, all Trade Secret licenses,
including each Trade Secret license referred to in Schedule B hereto, and
including the right to sue for and to enjoin and to collect damages for the
actual or threatened misappropriation of any Trade Secret and for the breach or
enforcement of any such Trade Secret license.

     2. Grant of Security Interest. In accordance with Section 3(m) of the
Security Agreement, to secure the complete and timely payment, performance and
discharge in full, as the case may be, of all of the Obligations, the Company
hereby, unconditionally and irrevocably, pledges, grants and hypothecates to the
Secured Party, a continuing security interest in, a continuing first lien upon,
an unqualified right to possession and disposition of and a right of set-off
against, in each case to the fullest extent permitted by law, all of the
Company's right, title and interest of whatsoever kind and nature in and to the
Intellectual Property (the "Security Interest").

     3. Representations and Warranties. The Company hereby represents and
warrants, and covenants and agrees with, the Secured Party as follows:

                  (a) The Company has the requisite corporate power and
authority to enter into this Agreement and otherwise to carry out its
obligations thereunder. The execution, delivery and performance by the Company
of this Agreement and the filings contemplated therein have been duly authorized
by all necessary action on the part of the Company and no further action is
required by the Company. This Agreement constitutes a legal, valid and binding
obligation of the Company enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditor's rights
generally.

                  (b) The Company represents and warrants that it has no place
of business or offices where its respective books of account and records are
kept (other than temporarily at the offices of its attorneys or accountants) or
places where the Intellectual Property is stored or located, except as has been
disclosed to the Secured Party;

                                       3
<PAGE>


                  (c) Except as set forth on Schedule 3(c), the Company is the
sole owner of the Intellectual Property (except for non-exclusive licenses
granted by the Company in the ordinary course of business), free and clear of
any liens, security interests, encumbrances, rights or claims, and is fully
authorized to grant the Security Interest in and to pledge the Intellectual
Property. There is not on file in any governmental or regulatory authority,
agency or recording office an effective financing statement, security agreement,
license or transfer or any notice of any of the foregoing (other than those that
have been filed in favor of the Secured Party pursuant to this Agreement)
covering or affecting any of the Intellectual Property. So long as this
Agreement shall be in effect, the Company shall not execute and shall not
knowingly permit to be on file in any such office or agency any such financing
statement or other document or instrument (except to the extent filed or
recorded in favor of the Secured Party pursuant to the terms of this Agreement),
except for a financing statement covering assets acquired by the Company after
the date hereof, provided that the value of the Intellectual Property covered by
this Agreement along with the Collateral (as defined in the Security Agreement)
is equal to at least 150% of the Obligations.

                  (d) The Company shall at all times maintain its books of
account and records relating to the Intellectual Property at its principal place
of business and may not relocate such books of account and records unless it
delivers to the Secured Party at least 30 days prior to such relocation (i)
written notice of such relocation and the new location thereof (which must be
within the United States) and (ii) evidence that the necessary documents have
been filed and recorded and other steps have been taken to perfect the Security
Interest to create in favor of the Secured Party valid, perfected and continuing
first priority liens in the Intellectual Property to the extent they can be
perfected through such filings.

                  (e) This Agreement creates in favor of the Secured Party a
valid security interest in the Intellectual Property securing the payment and
performance of the Obligations and, upon making the filings required hereunder,
a perfected first priority security interest in such Intellectual Property to
the extent that it can be perfected through such filings.

                  (f) Upon request of the Secured Party, the Company shall
execute and deliver any and all agreements, instruments, documents, and papers
as the Secured Party may request to evidence the Secured Party's security
interest in the Intellectual Property and the goodwill and general intangibles
of the Company relating thereto or represented thereby, and the Company hereby
appoints the Secured Party its attorney-in-fact to execute and file all such
writings for the foregoing purposes, all acts of such attorney being hereby
ratified and confirmed; such power being coupled with an interest is irrevocable
until the Obligations have been fully satisfied and are paid in full.

                  (g) The execution, delivery and performance of this Agreement
does not conflict with or cause a breach or default, or an event that with or
without the passage of time or notice, shall constitute a breach or default,
under any agreement to which the Company is a party or by which the Company is
bound. No consent (including, without limitation, from stock holders or
creditors of the Company) is required for the Company to enter into and perform
its obligations hereunder.

                                       4
<PAGE>


                  (h) The Company shall at all times maintain the liens and
Security Interest provided for hereunder as valid and perfected liens and
security interests in the Intellectual Property to the extent they can be
perfected by filing in favor of the Secured Party until this Agreement and the
Security Interest hereunder shall terminate pursuant to Section 11. The Company
hereby agrees to defend the same against any and all persons. The Company shall
safeguard and protect all Intellectual Property for the account of the Secured
Party. Without limiting the generality of the foregoing, the Company shall pay
all fees, taxes and other amounts necessary to maintain the Intellectual
Property and the Security Interest hereunder, and the Company shall obtain and
furnish to the Secured Party from time to time, upon demand, such releases
and/or subordinations of claims and liens which may be required to maintain the
priority of the Security Interest hereunder.

                  (i) The Company will not transfer, pledge, hypothecate,
encumber, license (except for non-exclusive licenses granted by the Company in
the ordinary course of business), sell or otherwise dispose of any of the
Intellectual Property without the prior written consent of the Secured Party.

                  (j) The Company shall, within ten (10) days of obtaining
knowledge thereof, advise the Secured Party promptly, in sufficient detail, of
any substantial change in the Intellectual Property, and of the occurrence of
any event which would have a material adverse effect on the value of the
Intellectual Property or on the Secured Party's security interest therein.

                  (k) The Company shall permit the Secured Party and its
representatives and agents to inspect the Intellectual Property at any time, and
to make copies of records pertaining to the Intellectual Property as may be
requested by the Secured Party from time to time.

                  (l) The Company will take all steps reasonably necessary to
diligently pursue and seek to preserve, enforce and collect any rights, claims,
causes of action and accounts receivable in respect of the Intellectual
Property.

                  (m) The Company shall promptly notify the Secured Party in
sufficient detail upon becoming aware of any attachment, garnishment, execution
or other legal process levied against any Intellectual Property and of any other
information received by the Company that may materially affect the value of the
Intellectual Property, the Security Interest or the rights and remedies of the
Secured Party hereunder.

                  (n) All information heretofore, herein or hereafter supplied
to the Secured Party by or on behalf of the Company with respect to the
Intellectual Property is accurate and complete in all material respects as of
the date furnished.

                  (o) Schedule 3(a) to the Purchase Agreement contains a list of
all of the subsidiaries of Company.

                  (p) Schedule B attached hereto includes all Patents and Patent
Licenses, if any, owned by the Company in its own name as of the date hereof.
Schedule B hereto includes all Trademarks and Trademark Licenses, if any, owned
by the Company in its own name as of the date hereof. Schedule B hereto includes
all Copyrights and Copyright


                                       5
<PAGE>

Licenses, if any, owned by the Company in its own name as of the date hereof.
Schedule B hereto includes all Trade Secrets and Trade Secret Licenses, if any,
owned by the Company as of the date hereof. To the best of the Company's
knowledge, each License, Patent, Trademark, Copyright and Trade Secret is valid,
subsisting, unexpired, enforceable and has not been abandoned. Except as set
forth in Schedule B, none of such Licenses, Patents, Trademarks, Copyrights and
Trade Secrets is the subject of any licensing or franchise agreement. To the
best of the Company's knowledge, no holding, decision or judgment has been
rendered by any Governmental Body which would limit, cancel or question the
validity of any License, Patent, Trademark, Copyright and Trade Secrets . No
action or proceeding is pending (i) seeking to limit, cancel or question the
validity of any License, Patent, Trademark, Copyright or Trade Secret, or (ii)
which, if adversely determined, would have a material adverse effect on the
value of any License, Patent, Trademark, Copyright or Trade Secret. The Company
has used and will continue to use for the duration of this Agreement, proper
statutory notice in connection with its use of the Patents, Trademarks and
Copyrights and consistent standards of quality in products leased or sold under
the Patents, Trademarks and Copyrights.

                  (q) With respect to any Intellectual Property:

                      (i)   such Intellectual Property is subsisting and has not
                            been adjudged invalid or unenforceable, in whole or
                            in part;

                      (ii)  such Intellectual Property is valid and enforceable;

                      (iii) the Company has made all necessary filings and
                            recordations to protect its interest in such
                            Intellectual Property, including, without
                            limitation, recordations of all of its interests in
                            the Patents, Patent Licenses, Trademarks and
                            Trademark Licenses in the United States Patent and
                            Trademark Office and in corresponding offices
                            throughout the world and its claims to the
                            Copyrights and Copyright Licenses in the United
                            States Copyright Office and in corresponding offices
                            throughout the world;

                      (iv)  other than as set forth in Schedule B, the Company
                            is the exclusive owner of the entire and
                            unencumbered right, title and interest in and to
                            such Intellectual Property and no claim has been
                            made that the use of such Intellectual Property
                            infringes on the asserted rights of any third party;
                            and

                      (v)   the Company has performed and will continue to
                            perform all acts and has paid all required fees and
                            taxes to maintain each and every item of
                            Intellectual Property in full force and effect
                            throughout the world, as applicable.

                                       6
<PAGE>


                  (r) Except with respect to any Trademark or Copyright that the
Company shall reasonably determine is of negligible economic value to the
Company, the Company shall:

                    (i) maintain each Trademark and Copyright in full force free
               from any claim of abandonment for non-use, maintain as in the
               past the quality of products and services offered under such
               Trademark or Copyright; employ such Trademark or Copyright with
               the appropriate notice of registration; not adopt or use any mark
               which is confusingly similar or a colorable imitation of such
               Trademark or Copyright unless the Secured Party shall obtain a
               perfected security interest in such mark pursuant to this
               Agreement; and not (and not permit any licensee or sublicensee
               thereof to) do any act or knowingly omit to do any act whereby
               any Trademark or Copyright may become invalidated;

                    (ii) not, except with respect to any Patent that it shall
               reasonably determine is of negligible economic value to it, do
               any act, or omit to do any act, whereby any Patent may become
               abandoned or dedicated; and

                    (iii) notify the Secured Party immediately if it knows, or
               has reason to know, that any application or registration relating
               to any Patent, Trademark or Copyright may become abandoned or
               dedicated, or of any adverse determination or development
               (including, without limitation, the institution of, or any such
               determination or development in, any proceeding in the United
               States Patent and Trademark Office, United States Copyright
               Office or any court or tribunal in any country) regarding its
               ownership of any Patent, Trademark or Copyright or its right to
               register the same or to keep and maintain the same.

                  (s) Whenever the Company, either by itself or through any
agent, employee, licensee or designee, shall file an application for the
registration of any Patent, Trademark or Copyright with the United States Patent
and Trademark Office, United States Copyright Office or any similar office or
agency in any other country or any political subdivision thereof or acquire
rights to any new Patent, Trademark or Copyright whether or not registered,
report such filing to the Secured Party within five business days after the last
day of the fiscal quarter in which such filing occurs.

                  (t) The Company shall take all reasonable and necessary steps,
including, without limitation, in any proceeding before the United States Patent
and Trademark Office, United States Copyright Office or any similar office or
agency in any other country or any political subdivision thereof, to maintain
and pursue each ap