TAXICAB FRANCHISE AND AGREEMENT

          THIS FRANCHISE AND AGREEMENT, dated _________________, 2004, is between the CITY OF SUNNYVALE, a municipal corporation of the State of California (herein "City"), and GURBINDER MANGAT, doing business as NETCAB.COM (herein "Franchisee").

                                                        RECITALS

          WHEREAS, Franchisee has filed a verified application of a nonexclusive Franchise to operate a taxicab service pursuant to Chapter 5.36 of the Sunnyvale Municipal Code; and

          WHEREAS, on ______________ 2004, the City Council passed and adopted Ordinance No. __________ after Notice and Public Hearing, approving issuance of such Franchise;

          NOW, THEREFORE, in consideration of the award of a non-exclusive Franchise and of the mutual covenants and conditions as set forth herein, it is agreed as follows:

          1.     City grants to Franchisee a nonexclusive Franchise to use the public streets, ways, alleys and places, as the same now or may hereafter exist, within the corporate limits of the City of Sunnyvale as they presently exist or as they may be changed during the term of this Franchise by annexations or detachments, in connection with furnishing the City of Sunnyvale and its inhabitants with taxicab service for a term of two (2) years, beginning November 11, 2004, and ending at midnight on November 10, 2006.

          2.     The Franchisee during the term of this Franchise shall pay to the City the consideration based on the number of vehicles in service under the Franchise, as set forth in the City's Master Fee Schedule, which is incorporated by reference herein.

          3.     The Franchisee shall:

                  A.   Appear and defend all actions against the City arising out of the exercise of the Franchise and shall indemnify and save City, its officers, employees and agents harmless of and from all claims, demands, actions or causes of action of every kind and description resulting directly or indirectly, arising out of, or in any way connected with, the exercise of the Franchise.

                   B.     Obtain and keep in force during the term of the Franchise insurance in compliance with the requirements of Sunnyvale Municipal Code Section 5.36.300.

                  C.    Comply with all other requirements of Sunnyvale Municipal Code Chapter 5.36 and any amendments thereto, and with all applicable laws and regulations of the State of California, the United States, or any regulatory agency having jurisdiction.

          4.     The Franchise granted hereunder shall not be assignable, either voluntarily or by operation of law, without the prior approval of the City Council, by resolution.  At least forty-five (45) days prior to the date for the formal transfer of such interest or ownership, the Franchisee shall so notify City in writing.  If the Franchisee at any time during the term of this Franchise becomes insolvent, or if any proceeding in bankruptcy shall be instituted by or against the Franchisee, or if the Franchisee shall be adjudged bankrupt or insolvent by any court, or if a receiver or trustee in bankruptcy, or receiver of any property of the Franchisee shall be appointed in any suit or proceeding brought by or against the Franchisee, or if the Franchisee shall make an assignment for the benefit of creditors, then and in each and every such case this Franchise and the rights and privileges granted thereby shall immediately cease, and be forfeited and cancelled, without notice and without suit or other proceeding.

          5.     If the Franchisee at any time during the term of this Franchise shall sell, exchange or otherwise transfer more than one-half of the equity interest in or ownership of the taxicab  service business, whether with or without the property, equipment or other assets in connection therewith, permitted to be operated by the Franchise granted hereunder, the City Council shall have the right to cancel and revoke the Franchise following a hearing held after then (10) days' written notice thereof to the Franchisee.  The right to cancel and revoke the Franchise shall not be triggered by any mortgage or deed of trust made in good faith by the Franchisee.

          6.     This Franchise and Agreement may be amended by the City during its term with the consent of the Franchisee.

          7.     The Franchise is granted to and is accepted by the Franchisee upon the express condition that the public streets, ways, alleys and places shall be used and taxicab service furnished in strict compliance with the terms of this Franchise and Agree­ment, the Sunnyvale City Charter, and all applicable provisions of the Sunnyvale Municipal Code.

          IN WITNESS WHEREOF, the parties have executed this Agreement.

ATTEST:                                                      

CITY OF SUNNYVALE

City Clerk                                                      

A Municipal Corporation

By                                                                By                                            

      Deputy City Clerk                                           

AMY CHAN, City Manager

APPROVED AS TO FORM:                                  NETCAB.COM

                                                                             By                                             

VALERIE J. ARMENTO, City Attorney                          GURBINDER MANGAT, Owner