Exhibit 10.5
                                                                         Form of
                                                                Series B Warrant

                                FORM OF B WARRANT

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR
AN OPINION OF COUNSEL OR OTHER  EVIDENCE  ACCEPTABLE  TO THE  COMPANY  THAT SUCH
REGISTRATION IS NOT REQUIRED.

COMMON STOCK PURCHASE B WARRANT

      1. Issuance.  In  consideration  of good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged  by UpSnap,  Inc.,  a
Nevada  corporation  (the "Company"),  formerly known as Manu Forti Group,  Inc.
Executives Corner LLC.,  registered assigns (the "Holder") is hereby granted the
right to  purchase at any time,  on or after the Issue Date (as  defined  below)
until 5:00 P.M.,  San Diego time,  on the  Expiration  Date (as defined  below),
SEVEN HUNDRED  THOUSAND  (700,000)  fully paid and  nonassessable  shares of the
Company's Common Stock,  par value $.001 per share (the "Common  Stock"),  at an
exercise  price per share (the  "Exercise  Price")  of $1.10.  This B Warrant is
being issued to the Holder for  professional  services  rendered to the Company.
Capitalized  terms not otherwise defined herein shall have the meanings ascribed
to them in the Agreement.  This Warrant was  originally  issued to the Holder or
the Holder's predecessor on October 14, 2005 (the "Issue Date").

2. Exercise of Warrants.

      2.1 General.

            (a) A condition  on the exercise of the "B" Warrants is that the "A"
Warrants  issued,  and as described  in Section 2.1 above,  must be exercised in
their  entirety.  If the A warrants have been  exercised and the common stock of
the company  trades above the B warrant  price for more than 10 days with 10 day
total trading volume at least 2 times the number of warrant shares  outstanding,
the warrant holders must exercise the warrants within 120 days. In order to have
the accelerated  exercise  clause become  effective,  the shares  underlying the
warrants must be freely tradeable without legend.  The term of the B warrants is
18 months from date of issue.  Such exercise  shall be effectuated by submitting
to the Company  (either by delivery to the Company or by facsimile  transmission
as  provided  in  Section 8  hereof) a  completed  and duly  executed  Notice of
Exercise  (substantially  in the form attached to this Warrant  Certificate)  as
provided in the Notice of Exercise (or revised by notice given by the Company as
contemplated by the Section headed  "NOTICES" in the  Agreement).  The date such
Notice  of  Exercise  is faxed to the  Company  shall  be the  "Exercise  Date,"
provided that, if such exercise  represents the full exercise of the outstanding
balance  of the  Warrant,  the  Holder  of this  Warrant  tenders  this  Warrant
Certificate to the Company within five (5) Trading Days  thereafter.  The Notice
of Exercise  shall be executed by the Holder of this Warrant and shall  indicate
(i) the number of shares then being purchased pursuant to such exercise and (ii)
if applicable (as provided below), whether the exercise is a cashless exercise.


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<PAGE>

            (b) The Exercise Price per share of Common Stock for the shares then
being exercised shall be payable,  at the election of the Holder,  in cash or by
certified  or  official  bank  check  or by wire  transfer  in  accordance  with
instructions provided by the Company at the request of the Holder.

            (c) Upon the  appropriate  payment  of the  Exercise  Price  for the
shares of Common Stock  purchased,  together  with the surrender of this Warrant
Certificate,   the  Holder  shall  be  entitled  to  receive  a  certificate  or
certificates  for the shares of Common  Stock so  purchased.  The Company  shall
deliver such certificates representing the Warrant Shares in accordance with the
instructions  of  the  Holder  as  provided  in  the  Notice  of  Exercise  (the
certificates  delivered in such manner, the "Warrant Share Certificates") within
three (3) Trading Days (such third Trading Day, a "Warrant Share Delivery Date")
of the date the payment of the Exercise Price for the relevant Warrant Shares is
received by the Company.

            (d) The  Holder  shall be  deemed  to be the  holder  of the  shares
issuable to it in  accordance  with the  provisions  of this  Section 2.1 on the
Exercise Date.

            (e) The  Holder  may elect to  exercise  a portion  of this  Warrant
without  electing  to redeem the  balance of this  Warrant,  unless if (i) the A
warrants  issued  pursuant to the  September  2005 Private  Placement  have been
exercised  and the common stock of the company  trades above the B warrant price
for more  than 10 days  with 10 day  total  trading  volume at least 2 times the
number of warrant  shares  outstanding,  the warrant  holders must  exercise the
warrants  within  120 days.  In order to have the  accelerated  exercise  clause
become  effective,  the shares  underlying the warrants must be freely tradeable
without legend. The term of the B warrants is 18 months from date of issue.

      2.2 Certain  Definitions.  As used herein, each of the following terms has
the meaning set forth below, unless the context otherwise requires:

            (a)  "Expiration  Date" means the date on which the last calendar of
the month in which the fifth anniversary of the Effective Date occurs.

3. Reservation of Shares. The Company hereby agrees that at all times during the
term of this Warrant  there shall be reserved for issuance upon exercise of this
Warrant, the Reservation  Percentage of the number of shares of its Common Stock
as shall be required for issuance of the Warrant Shares for the then unexercised
portion of this  Warrant.  For the  purposes of such  calculations,  the Company
should assume that the outstanding  portion of this Warrants were exercisable in
full at any time,  without  regard to any  restrictions  which  might  limit the
Holder's right to exercise any portion of this Warrant held by the Holder.


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<PAGE>

4.  Mutilation  or Loss of  Warrant.  Upon  receipt by the  Company of  evidence
satisfactory  to it of the  loss,  theft,  destruction  or  mutilation  of  this
Warrant,  and (in the case of loss, theft or destruction)  receipt of reasonably
satisfactory indemnification, and (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant
shall thereupon become void.

5. Rights of the Holder. Except as set forth in this Section 5, the Holder shall
not,  by virtue  hereof,  be  entitled  to any  rights of a  stockholder  in the
Company,  either at law or equity,  and the rights of the Holder are  limited to
those  expressed  in this  Warrant and are not  enforceable  against the Company
except to the extent set forth herein.  Notwithstanding  the  provisions of this
Warrant,  the Agreement or of the other Transaction  Agreements,  if the Company
shall declare a dividend upon the Common Stock (whether  payable out of earnings
or earned  surplus or  otherwise),  then the Company  shall pay to the Holder an
amount  equal to the dividend  payment  which would have been paid to the Holder
had all of the Holder's  unexercised Warrants outstanding on the record date for
determining  the amount of dividend  payments to be paid to security  holders of
the  Company  been  exercised  as of the close of  business  on the  Trading Day
immediately before such record date.

6. Protection Against Dilution and Other Adjustments.

      6.1  Adjustment  Mechanism.  If an  adjustment  of the  Exercise  Price is
required  pursuant to this Section 6 (other than pursuant to Section  6.4),  the
Holder  shall be entitled to purchase  such number of shares of Common  Stock as
will cause (i) (x) the total number of shares of Common Stock Holder is entitled
to purchase  pursuant to this Warrant  following such adjustment,  multiplied by
(y) the adjusted  Exercise Price per share,  to equal the result of (ii) (x) the
dollar  amount of the total  number of shares of Common Stock Holder is entitled
to purchase before adjustment, multiplied by (y) the total Exercise Price before
adjustment.

      6.2  Capital  Adjustments.  In case of any stock  split or  reverse  stock
split, stock dividend,  reclassification of the Common Stock,  recapitalization,
merger or  consolidation  (where the Company is not the surviving  entity),  the
provisions  of this  Section 6 shall be  applied as if such  capital  adjustment
event  had  occurred  immediately  prior  to the  date of this  Warrant  and the
original  Exercise Price had been fairly  allocated to the stock  resulting from
such capital  adjustment;  and in other  respects the provisions of this Section
shall be  applied  in a fair,  equitable  and  reasonable  manner  so as to give
effect,  as nearly as may be,  to the  purposes  hereof.  A rights  offering  to
stockholders  shall be deemed a stock  dividend  to the  extent  of the  bargain
purchase element of the rights. The Company will not effect any consolidation or
merger,  unless prior to the  consummation  thereof,  the successor or acquiring
entity  (if  other  than the  Company)  and,  if an  entity  different  from the
successor or acquiring  entity,  the entity  whose  capital  stock or assets the
holders of the Common  Stock of the Company are  entitled to receive as a result
of such  consolidation  or merger assumes by written  instrument the obligations
under this  Warrant  (including  under this  Section 6) and the  obligations  to
deliver to the holder of this Warrant such shares of stock, securities or assets
as, in accordance with the foregoing  provisions,  the holder may be entitled to
acquire.


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<PAGE>

      6.3 Adjustment for Spin Off. If, for any reason,  prior to the exercise of
this Warrant in full,  the Company  spins off or otherwise  divests  itself of a
part of its business or operations or disposes all or of a part of its assets in
a  transaction   (the  "Spin  Off")  in  which  the  Company  does  not  receive
compensation for such business,  operations or assets,  but causes securities of
another entity (the "Spin Off  Securities") to be issued to security  holders of
the Company, then the Company shall cause (i) to be reserved Spin Off Securities
equal to the number  thereof  which would have been issued to the Holder had all
of the Holder's unexercised Warrants outstanding on the record date (the "Record
Date") for determining the amount and number of Spin Off Securities to be issued
to security holders of the Company (the  "Outstanding  Warrants") been exercised
as of the close of business on the  Trading  Day  immediately  before the Record
Date (the  "Reserved  Spin Off Shares"),  and (ii) to be issued to the Holder on
the  exercise  of all or any of the  Outstanding  Warrants,  such  amount of the
Reserved Spin Off Shares equal to (x) the Reserved  Spin Off Shares,  multiplied
by (y) a fraction,  of which (I) the numerator is the amount of the  Outstanding
Warrants then being  exercised,  and (II) the  denominator  is the amount of the
Outstanding Warrants.

7. Transfer to Comply with the Securities Act; Registration Rights.

      7.1 Transferability of Warrant.  Subject to applicable securities laws and
the restrictive  legend  indicated  below,  this Warrant may be transferred by a
Holder  without  the  consent of the  Issuer.  If  transferred  pursuant to this
paragraph and pursuant to an exemption  from  registration  under the Securities
Act of 1933, the Holder will provide the Company with evidence of the applicable
exemption,  and hence this Warrant may be transferred on the books of the Issuer
by the Holder hereof in person or by duly authorized attorney, upon surrender of
this Warrant at the principal  office of the Issuer,  properly  endorsed (by the
Holder  executing an assignment in the form attached hereto) and upon payment of
any  necessary  transfer  tax or other  governmental  charge  imposed  upon such
transfer. This Warrant is exchangeable at the principal office of the Issuer for
Warrants to purchase the same aggregate number of shares of Warrant Stock,  each
new Warrant to represent  the right to purchase such number of shares of Warrant
Stock as the Holder  hereof shall  designate at the time of such  exchange.  All
Warrants issued on transfers or exchanges shall be dated the Original Issue Date
and shall be identical  with this  Warrant  except as to the number of shares of
Warrant Stock issuable pursuant thereto.

This Warrant and all  certificates  representing  shares of Warrant Stock issued
upon  exercise   hereof  shall  be  stamped  or  imprinted   with  a  legend  in
substantially the following form:


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<PAGE>

THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED
OR OTHERWISE  DISPOSED OF UNLESS  REGISTERED  UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF
COUNSEL  REASONABLY  SATISFACTORY  TO  THE  ISSUER  THAT  REGISTRATION  OF  SUCH
SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.

      7.2  Registration  Rights.  Reference is made to the  Registration  Rights
Agreement. The Company's obligations under the Registration Rights Agreement and
the other terms and  conditions  thereof  with  respect to the  Warrant  Shares,
including,  but not necessarily  limited to, the Company's  commitment to file a
registration statement including the Warrant Shares, to have the registration of
the Warrant Shares completed and effective,  and to maintain such  registration,
are incorporated herein by reference.

8. Notices.  Any notice required or permitted hereunder shall be given in manner
provided herein:

      If to Company at: ______________________
                        ______________________
                        ______________________
                        ______________________

      If to Holder at:  ______________________
                        ______________________
                        ______________________
                        ______________________


9. Supplements and Amendments;  Whole Agreement.  This Warrant may be amended or
supplemented only by an instrument in writing signed by the parties hereto. This
Warrant  contains the full  understanding  of the parties hereto with respect to
the  subject  matter  hereof  and  thereof  and  there  are no  representations,
warranties,  agreements or understandings  other than expressly contained herein
and therein.


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<PAGE>

10.  Governing Law. This Warrant shall be deemed to be a contract made under the
laws of the State of  California  for  contracts to be wholly  performed in such
state and without giving effect to the principles thereof regarding the conflict
of laws. Each of the parties  consents to the jurisdiction of the federal courts
whose  districts  encompass  any part of the  County  of San  Diego or the state
courts  of the  State  of  California  sitting  in the  County  of San  Diego in
connection with any dispute arising under this Warrant and hereby waives, to the
maximum extent permitted by law, any objection, including any objection based on
forum  non  conveniens,   to  the  bringing  of  any  such  proceeding  in  such
jurisdictions.  To the  extent  determined  by such  court,  the  Company  shall
reimburse the Holder for any reasonable legal fees and disbursements incurred by
the Buyer in  enforcement of or protection of any of its rights under any of the
Transaction Agreements.

11. JURY TRIAL  WAIVER.  The Company and the Holder hereby waive a trial by jury
in any  action,  proceeding  or  counterclaim  brought by either of the  Parties
hereto  against the other in respect of any matter  arising out or in connection
with this Warrant.

12. Counterparts. This Warrant may be executed in any number of counterparts and
each of such  counterparts  shall for all  purposes be deemed to be an original,
and all  such  counterparts  shall  together  constitute  but  one and the  same
instrument.

13. Descriptive  Headings.  Descriptive headings of the several Sections of this
Warrant are  inserted for  convenience  only and shall not control or affect the
meaning or construction of any of the provisions hereof.

      IN WITNESS  WHEREOF,  the parties  hereto have executed this Warrant as of
the __th day of _____________, 2005.

                                       UPSNAP, INC. (fka Manu Fort Group, Inc.)

                                       By:
                                          --------------------------------

                                       -----------------------------------
                                       (Print Name)

                                       -----------------------------------
                                       (Title)


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<PAGE>

NOTICE OF EXERCISE OF WARRANT

TO:       UPSNAP, INC.
          (fka Manu Forti Group, Inc.)    VIA FAX: (858) 362-1441
          7770 Regents Road
          Suite 113-401
          San Diego CA  92111

AND TO:   TODD M.PITCHER                  VIA FAX (858) 279-1799
          3435 Aldford Drive
          San Diego, CA 92111
          Attn: Chairman

      The  undersigned   hereby   irrevocably  elects  to  exercise  the  right,
represented   by   the   Common   Stock   Purchase   Warrant,    dated   as   of
_____________________,  20___ , to  purchase  ___________  shares of the  Common
Stock, par value $0.001 per share ("Common  Stock"),  of MANU FORTI GROUP,  INC.
and tenders  herewith  payment in accordance with Section 2 of said Common Stock
Purchase Warrant, as follows:

( )   CASH:    $____________________ =  (Exercise Price x Exercise Shares)

Payment is being made by:
( )   enclosed check
( )   wire transfer
( )   other

      It is the intention of the Holder to comply with the provisions of Section
2.2 of the Warrant  regarding  certain  limits on the Holder's right to exercise
thereunder. Based on the analysis on the attached Worksheet Schedule, the Holder
believes  this  exercise  complies  with the  provisions  of said  Section  2.2.
Nonetheless,  to the extent that,  pursuant to the exercise effected hereby, the
Holder would have more shares than  permitted  under said  Section,  this notice
should be amended and revised,  ab initio,  to refer to the exercise which would
result in the issuance of shares  consistent with such  provision.  Any exercise
above such amount is hereby deemed void and revoked.


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<PAGE>

      As contemplated by the Warrant, this Notice of Conversion is being sent by
facsimile to the telecopier number and officer indicated above.

      If this Notice of Exercise represents the full exercise of the outstanding
balance of the Warrant,  the Holder either (1) has  previously  surrendered  the
Warrant to the Company or (2) will  surrender (or cause to be  surrendered)  the
Warrant to the Company at the address  indicated above by express courier within
five (5) Trading Days after delivery or facsimile transmission of this Notice of
Exercise.

      The certificates  representing the Warrant Shares should be transmitted by
the Company to the Holder

      |_|   via express courier, or

      |_|   by electronic transfer

after  receipt  of  this  Notice  of  Exercise  (by  facsimile  transmission  or
otherwise) to:

      ___________________________
      ___________________________
      ___________________________


Dated:
      -----------------------

-----------------------------
[Name of Holder]

By:
   --------------------------


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