EXHIBIT
        10.7

       

      ASSIGNMENT
        OF PATENT APPLICATION

       

      WHEREAS,
        Alto Ventures, Inc., a corporation of the state of Nevada, located at 4132
        S.
        Rainbow Blvd., #494, Las Vegas, NV 89103, hereinafter referred to as “Assignor,”
is the record owner of the invention described and set forth in the
        below-identified application for United States Letters Patent:

            

      

        Title
          of
          Invention:                   METHOD
          FOR SEARCH-BASED REQUEST FOR A

                                            VOICE
          CONNECTION WITH
          A CELLULAR HANDSET

         

        Filing
          Date:                        December
          17, 2004

         

        Application
          No.:                     Townsend
          022195-3.00US; and

         

         

      

      WHEREAS,
        Upsnap, Inc., a Nevada Corporation, hereinafter referred to as “Assignee” are
        desirous of acquiring an interest in the invention and application and in
        any
        U.S. Letters Patent and Registrations which may he granted on the
        same;

       

      For
        good
        and valuable consideration, receipt of which is hereby acknowledged by Assignor,
        Assignor has assigned, and by these presents does assign to Assignee all
        right,
        title and interest in and to the invention and application and to all foreign
        counterparts (including, patent, utility module and industrial designs),
        and in
        and to any Letters Patent and Registrations which may hereafter be granted
        on
        the same in the United States and all countries throughout the world, and
        to
        claim the priority from the application as provided by the Paris Convention.
        The
        right, title and interest is to be held and enjoyed by Assignee and Assignee’s
        successors and assigns as fully and exclusively as it would have been and
        enjoyed by Assignors had this Assignment not been made, for the full term
        of any
        Letters Patent and Registrations which may be granted thereon, or of any
        division, renewal, continuation in whole or in part, substitution, conversion,
        reissue, prolongation or extension thereof. This Assignment is made on an
“as
        is” basis, without any representation or warranty. This assignment is being made
        with the understanding of, and is subject to and expressly relies on, that
        Assignee agrees to indemnify and hold harmless the Assignor for any and all
        matters relating to this Assignment, including but not limited to matters
        related to the right or title of the items subject to this Assignment. Assignee
        further agrees that this Assignment will cancel and become void and all of
        the
        rights, title, and interest subject to this Assignment will revert back to
        the
        Assignor upon any of the conditions that (a) Assignee breaches any agreements
        with Assignor or the inventors of the subjects of this Assignment or (b)
        Assignee becomes insolvent or files for bankruptcy or (c) Assignee or any
        other
        party challenges the rights or titles which are the subject to this
        Assignment.

       

      Assignor
        further agrees that they will, without charge to Assignee, but at Assignee’s
        expense, (a) cooperate with Assignee in the prosecution of U.S. Patent
        applications and foreign counterparts on the invention and any improvements,
        (b)
        execute, verify, acknowledge and deliver all such further papers, including
        patent applications and instruments of transfer, and (c) perform such other
        acts as Assignee lawfully may request to obtain or maintain

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Letters
        Patent and Registrations for the invention and improvements in any and all
        countries and to vest title thereto in Assignee, or Assignee’s successors and
        assigns.

       

      IN
        TESTIMONY WHEREOF, Assignor has signed on the date indicated.

       

      
        	
                Date    _____________________________

              	
                By:    ___________________________________________________

              
	 	
                Wendell
                  D. Brown, President

              
	 	
                Alto
                  Ventures, Inc.

                 

              


      

       

      STATE
        OF
        __________________

       

      COUNTY
        OF
        ________________

       

      ON
        _____________ before me, ___________________ personally appeared,
        _____________________________ personally known to me (or proved to me on
        the
        basis of satisfactory evidence) to be the person(s) whose name(s) is/are
        subscribed to the within instrument and acknowledged to me that he/she/they
        executed the same in his/her/their authorized capacity(ies), and that they
        by
        his/her/their signature(s) on the instrument the person(s), or the entity
        upon
        behalf of which the person(s) acted, executed the instrument.

       

      WITNESS
        my hand and official seal.

       

      _________________________________(SEAL)

       

      NOTARY
        PUBLIC SIGNATURE

       

      
        
           

        

        
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