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                                                                    EXHIBIT 10.1

                 WAIVER, RELEASE AND TERMINATION OF OBLIGATIONS

        This Waiver, Release and Termination of Obligations ("Waiver") is
entered into as of June 2, 2000, by and between Smartcom S.A. (formerly known as
Chilesat Telefonia Personal S.A.), a company duly organized under the laws of
the Republic of Chile ("Smartcom"), Inversiones Leap Wireless Chile S.A., a
company duly organized under the laws of the Republic of Chile ("Inversiones"),
QUALCOMM, Incorporated, a corporation duly organized under the laws of the State
of Delaware ("Qualcomm"), and Leap Wireless International, Inc., a corporation
duly organized under the laws of the State of Delaware ("Leap"), with reference
to the following facts:

        A. Prior hereto, Smartcom, Inversiones and Qualcomm, as vendor,
administrative agent, and collateral agent, entered into that certain First
Amendment to Second Amended and Restated Deferred Payment Agreement dated as of
January 24, 2000, as amended (the "Deferred Payment Agreement").

        B. Prior hereto, Smartcom, Inversiones and Qualcomm, as lender,
administrative agent and collateral agent, entered into that certain Equipment
Credit Agreement dated as of February 16, 2000, as amended (the "Equipment
Credit Agreement").

        C. Prior hereto, Smartcom, Inversiones and Qualcomm, as vendor,
administrative agent and collateral agent, entered into that certain Subscriber
Deferred Payment Agreement dated as of February 16, 2000, as amended (the
"Subscriber Agreement").

        D. The Deferred Payment Agreement, the Equipment Credit Agreement and
the Subscriber Agreement are collectively referred to as the "Credit
Agreements."

        E. In connection with the Credit Agreements, Smartcom, Inversiones, Leap
and Qualcomm entered into the following other agreements relating thereto (the
"Ancillary Loan Documents"): (i) that certain Credit Support Agreement executed
by Inversiones, Leap and Qualcomm dated as of February 16, 2000 (the "Credit
Support Agreement"); (ii) that certain Subordination Agreement executed by
Smartcom, Leap, Inversiones and Qualcomm dated as of November 30, 1999 (the
"Subordination Agreement"); (iii) that certain Agreement Regarding Investment of
Net Proceeds (Central Bank Approval) executed by Smartcom, Inversiones, and
Qualcomm, and agreed to by Leap, dated as of February 16, 2000; that certain
Agreement Regarding Investment of Net Proceeds (Leap Wireless) executed by Leap
and Qualcomm dated as of February 16, 2000; and that certain Agreement Regarding
Investment of Net Proceeds (Equipment Credit Agreement/Leap Wireless) executed
by Leap and Qualcomm dated as of March 22, 2000 (collectively, the "Net Proceeds
Agreements"); (iv) those certain "shareholders' letters" referred to in the
Credit Agreements (the "Shareholders' Letters"); (v) that certain Guaranty and
Support Agreement executed by Inversiones in favor of Qualcomm dated March 6,
2000 (the "Guaranty"); and (vi) that certain Stock Pledge Agreement executed by
Inversiones and Smartcom in favor of Qualcomm dated March 6, 2000 (the
"Inversiones Stock Pledge Agreement") and that certain Stock Pledge Agreement
executed by Michael Grasty Cousino ("Grasty") and Smartcom in favor of Qualcomm
dated March 6, 2000 (the "Grasty Stock Pledge


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Agreement" and together with the Inversiones Stock Pledge Agreement, the "Stock
Pledge Agreements").

        F. Inversiones owns substantially all of the outstanding Capital Stock
of Smartcom. Leap owns substantially all of the outstanding Capital Stock of
Inversiones.

        G. Inversiones desires to sell all of its Capital Stock in Smartcom to
Endesa, S.A., a sociedad anonima duly organized under the laws of Spain
("Endesa") pursuant to that certain Share Purchase Agreement dated as of June 2,
2000 among Endesa, Leap and Inversiones (the "Share Purchase Agreement"). In
connection therewith, (i) Smartcom desires to obtain a waiver from Qualcomm of
certain obligations contained in the Credit Agreements, (ii) Inversiones desires
to obtain from Qualcomm a release of all of its obligations under the Credit
Agreements, and (iii) Smartcom, Leap and Inversiones desire to obtain from
Qualcomm a release of all of their obligations under the Ancillary Loan
Documents.

        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Qualcomm hereby agrees as follows:

        1. Consent to Sale. As of the Closing Date, Qualcomm consents to the
sale of Inversiones' interest in Smartcom pursuant to the terms of the Share
Purchase Agreement, and waives any breach of any covenants contained in the
Credit Agreements or the Ancillary Loan Documents as a result of such sale,
including but not limited to the covenants contained in Sections 5.1(u), 5.2(c)
and 5.2(d) of the Deferred Payment Agreement, Sections 5.1(v), 5.2(c) and 5.2(d)
of the Equipment Credit Agreement, and Sections 5.1(u), 5.2(c) and 5.2(d) of the
Subscriber Agreement.

        2. Termination of Obligations of Smartcom, Inversiones, Leap and Grasty.
As of the Closing Date, Inversiones is released from all of its obligations
under the Credit Agreements, whether arising prior to, on, or after the date
hereof, and Smartcom, Inversiones, Leap, and Grasty are released from all of
their respective obligations under the Ancillary Loan Documents, whether arising
prior to, on, or after the date hereof. Without limiting the foregoing, as of
the Closing Date, the Credit Support Agreement, the Subordination Agreement, the
Net Proceeds Agreements, the Shareholders' Letters, the Guaranty, and the Stock
Pledge Agreements are terminated in their entirety.

        3. Release of Liens. Qualcomm shall promptly after the Closing Date
execute such additional documents and take such additional actions as are
necessary to effectuate the purpose of this Agreement, including but not limited
to filing and/or recording of any documents necessary to release any liens on
the assets of Inversiones, Leap, and/or Grasty.

        4. Closing Date. The waiver, release and termination of obligations
contained in Sections 1, 2 and 3 of this Waiver shall not be effective until
satisfaction or waiver in writing by Qualcomm of each of the following
conditions provided satisfaction or waiver of such conditions occurs on or prior
to June 5, 2000 (the date on which said conditions are satisfied or waived is
referred to herein as the "Closing Date"):

                (a) delivery to Qualcomm of an executed copy of the Share
        Purchase Agreement, which agreement shall be in form and substance
        satisfactory to Qualcomm;


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                (b) the closing of the sale of the Capital Stock of Smartcom by
        Inversiones to Endesa pursuant to the Share Purchase Agreement;

                (c) evidence satisfactory to Qualcomm that the purchase by
        Endesa of the Leap Loans (as defined in the Credit Agreements) has been
        consummated in accordance with the terms of the Share Purchase
        Agreement;

                (d) evidence satisfactory to Qualcomm that the restructuring of
        the ABN Chile Loan (as defined in the Credit Agreements) has been
        consummated in accordance with the terms of the Share Purchase
        Agreement;

                (e) execution and delivery of each of the following documents,
        in each case in form and substance satisfactory to Qualcomm: (i) a
        second amendment to the Equipment Credit Agreement executed by Smartcom
        and Qualcomm, (ii) a subordination agreement executed by Endesa in favor
        of Qualcomm, (iii) shareholder letters executed by Endesa and a nominee,
        and (iv) a letter agreement executed by Endesa with respect to certain
        matters;

                (f) receipt by Qualcomm of letter of credits issued by Citibank,
        N.A. (New York) (or another financial institution approved by Qualcomm)
        with respect to the obligations under the Credit Agreements, in form and
        substance satisfactory to Qualcomm;

                (g) evidence satisfactory to Qualcomm that Leap and Inversiones
        have released any and all liens on the assets of Smartcom;

                (h) delivery of such other documents, instruments, or items of
        information reasonably requested by Qualcomm, and all corporate and
        other proceedings, and all documents, instruments and other legal
        matters in connection with the transactions contemplated by this
        transaction shall be reasonably satisfactory in form and substance to
        Qualcomm; and

                (i) Smartcom shall have paid to Qualcomm all costs, fees, and
        expenses (including without limitation the reasonable legal fees and
        expenses of Qualcomm) in connection with the negotiation, preparation,
        execution, delivery and consummation of the documents described in
        clause (e) above, this Waiver, and any other related agreements or
        instruments and the transactions contemplated in connection therewith.

        5. Repayment of Banco Santiago/Citibank Loans. Within ten (10) days
after the Closing Date, Leap agrees to cause Inversiones, and Inversiones
agrees, to repay the "Banco Santiago Loans" and the "Citibank Loans" (as defined
in the Reimbursement Agreement referenced in the Credit Agreements) in full and
to cause the Beneficiaries (as defined in said Reimbursement Agreement) to
terminate their commitments thereunder and to cancel and return the "Letters of
Credit" (as defined in said Reimbursement Agreement) to Qualcomm. For the
avoidance of doubt, Leap and Inversiones hereby agree that their respective
obligations under the Reimbursement Agreement shall remain in full force and
effect until completion of the actions required to be taken in the preceding
sentence.


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        6. Warranties and Representations. Qualcomm hereby represents and
warrants that (i) it has the power and authority to enter into this Agreement
and take the actions contemplated hereunder, (ii) it has not transferred or
assigned any of its rights under the Credit Agreements or the Ancillary Loan
Documents, and (iii) the consent of no other party is required to effectuate the
transactions contemplated hereby. Each of Smartcom, Inversiones and Leap hereby
represents and warrants that (i) it has the power and authority to enter into
this Agreement and take the actions contemplated hereunder, (ii) it has not
transferred or assigned any of its rights under the Credit Agreements or the
Ancillary Loan Documents, and (iii) the consent of no other party is required to
effectuate the transactions contemplated hereby.

        7. Headings. Headings in this Waiver are for convenience of reference
only and are not part of the substance hereof.

        8. Counterparts. This Waiver may be executed in identical original
counterparts, each of which will be deemed to be an original and taken together
shall constitute one and the same instrument.

        9. Final Agreement. This Waiver constitutes the final agreement of the
parties hereto and supersedes any prior agreement or understanding, written or
oral, with respect to the matters contained.

        IN WITNESS WHEREOF, Qualcomm has caused this Agreement to be executed by
its officers thereunder duly authorized, as of the date first above written.

                                            QUALCOMM INCORPORATED, a Delaware
                                            corporation



                                            By:   /S/ PAUL FISKNESS
                                               ---------------------------------
                                            Name: Paul Fiskness
                                                 -------------------------------
                                            Title: Vice President
                                                  ------------------------------


                                            SMARTCOM S.A. (formerly known as
                                            CHILESAT TELEFONIA PERSONAL S.A.),
                                            a company duly organized under the
                                            laws of the Republic of Chile


                                            By:   /S/ R.A. SUTHERLAND
                                               ---------------------------------
                                            Name: R.A. Sutherland
                                                 -------------------------------
                                            Title: V.P. Finance & Administration
                                                  ------------------------------


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                                           INVERSIONES LEAP WIRELESS CHILE S.A.,
                                           a company duly organized under the
                                           laws of the Republic of Chile




                                           By:  /S/ JAMES E. HOFFMANN
                                              ----------------------------------
                                           Name: James E. Hoffmann
                                                --------------------------------
                                           Title: Director
                                                 -------------------------------






                                           LEAP WIRELESS INTERNATIONAL, INC.,
                                           a corporation duly organized under
                                           the laws of Delaware




                                           By:   /S/ JAMES E. HOFFMANN
                                              ----------------------------------
                                           Name: James E. Hoffmann
                                                --------------------------------
                                           Title: Sr. Vice President
                                                 -------------------------------





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