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                                                                     EXHIBIT 4.5


                       RESTRICTED STOCK PURCHASE AGREEMENT

        THIS AGREEMENT is made between ___________________________ (the
"Purchaser") and Leap Wireless International, Inc. (the "Company"), as of
__________________, 2001.

                                    RECITALS

        A.     Purchaser will, upon commencing his employment with Leap, receive
_________ of shares of Common Stock of the Company which have not become vested
under the Vesting Schedule set forth on Exhibit B to this Agreement (the
"Vesting Schedule") (such shares, to the extent they remain unvested from time
to time, shall be referred to as "Unvested Shares"). Such Unvested Shares will
continue to vest over time and will become vested in accordance with the Vesting
Schedule set forth on the Vesting Schedule. The Unvested Shares and the shares
subject to this Agreement that have become vested are sometimes collectively
referred to herein as the "Shares."

        B.     Prior to and as partial consideration of Purchaser's receipt of
the Unvested Shares, Purchaser must execute this Restricted Stock Purchase
Agreement, which sets forth the rights and obligations of the parties with
respect to Unvested Shares.

        1.     Repurchase Option.

               (a)    Upon the Purchaser's termination of employment for any
reason, including without limitation, for cause or resignation, but excluding
death or Disability, the Company shall have the right and option to purchase
from Purchaser, or Purchaser's personal representative, as the case may be, all
or a portion of the Purchaser's Unvested Shares as of the date of such
termination at a price equal to one cent ($0.01) per Share (the "Repurchase
Option"). "DISABILITY" means the permanent and total disability of a person
within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended.

               (b)    Upon the termination of employment of Purchaser for any
reason other than death or Disability, the Company may exercise its Repurchase
Option by delivering personally or by registered mail, to Purchaser (or his
transferee or legal representative, as the case may be), not later than
seventy-five (75) days following the date of such termination of employment, a
notice in writing indicating the Company's intention to exercise the Repurchase
Option and setting forth a date for closing no later than fifteen (15) days from
the mailing of such notice. The closing shall take place at the Company's office
on such designated date. At the closing, the holder of the certificates for the
Unvested Shares being transferred shall deliver the stock certificate or
certificates evidencing the Unvested Shares, and the Company shall deliver the
purchase price therefor.

               (c)    If the Company does not elect to exercise the Repurchase
Option conferred above by giving the requisite notice within the applicable
75-day period, the Repurchase Option shall terminate.


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               (d)    One hundred percent (100%) of the Unvested Shares shall
initially be subject to the Repurchase Option. The Unvested Shares shall be
released from the Repurchase Option in accordance with the Vesting Schedule
until all Shares are released from the Repurchase Option, subject to
acceleration upon the Purchaser's death (including death following termination
of employment due to Disability). Fractional Shares shall be rounded to the
nearest whole share.

               (e)    In the event of any stock dividend, stock split,
recapitalization or other change affecting the Company's outstanding common
stock as a class effected without receipt of consideration, then any new,
substituted or additional securities or other property (including money paid
other than as a regular cash dividend) which is by reason of any such
transaction distributed with respect to the Unvested Shares shall be immediately
subject to the Repurchase Option. Appropriate adjustments to reflect the
distribution of such securities or property shall be made to the number of
Unvested Shares at the time subject to the Repurchase Option hereunder and to
the price per share to be paid upon the exercise of the Repurchase Option in
order to reflect the effect of any such transaction upon the Company's capital
structure; provided, however, that the aggregate purchase price shall remain the
same.

        2.     Transferability of the Shares; Escrow.

               (a)    Upon issuance, the certificates for any Unvested Shares
purchased hereunder shall be deposited in escrow with the Company to be held in
accordance with the provisions of this Section 2. Each deposited certificate
shall be accompanied by a duly executed Assignment Separate from Certificate in
the form of Exhibit A-1. The deposited certificates, together with any other
assets or securities from time to time deposited with the Company pursuant to
the requirements of this Agreement, shall remain in escrow until such time or
times as the certificates (or other assets and securities) are repurchased, are
to be released or otherwise are surrendered for cancellation in accordance with
paragraph 2(d) below.

               (b)    To insure the availability for delivery of Purchaser's
Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option
under Section 1, Purchaser hereby authorizes, directs and appoints the secretary
of the Company, or any other person designated by the Company as escrow agent,
as its attorney-in-fact to sell, assign and transfer the Unvested Shares as to
which the Repurchase Option has been exercised from the Purchaser to the
Company. As a further condition to the Company's obligations under this
Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the
Company the Consent of Spouse attached hereto as Exhibit A-2.

               (c)    All regular cash dividends on the Unvested Shares (or
other securities at the time held in escrow) shall be paid directly to the
Purchaser and shall not be held in escrow. However, in the event of any stock
dividend, stock split, recapitalization or other change affecting the Company's
outstanding common stock as a class effected without receipt of consideration,
any new, substituted or additional securities or other property which is by
reason of such transaction distributed with respect to the Unvested Shares shall
be immediately delivered to the Company to be held in escrow under this Section
2, but only to the extent the Unvested Shares are at the time subject to the
escrow requirements of paragraph 2(a) above. The Unvested Shares, together with
any other assets or securities held in escrow hereunder, shall be subject to the
following terms and conditions


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relating to their release from escrow or their surrender to the Company for
repurchase and cancellation:

                      (i)    Should the Company (or its assignees) elect to
exercise the Repurchase Option under Section 1 hereof with respect to any
Unvested Shares, then the escrowed certificates for such Unvested Shares
(together with any other assets or securities issued with respect thereto) shall
be delivered to the Company, concurrently with the payment to the Purchaser of
an amount equal to the aggregate purchase price for such Unvested Shares as set
forth in Section 1(a), and the Purchaser shall cease to have any further rights
or claims with respect to such Unvested Shares (or other assets or securities
attributable to such Unvested Shares).

                      (ii)   As the interest of Purchaser in the Unvested Shares
(or any other assets or securities attributable thereto) vests in accordance
with the provisions of the Vesting Schedule, a certificate for such vested
Shares (as well as all other vested assets and securities) shall be released
from escrow and delivered to the Purchaser and a certificate representing the
Unvested Shares, together with the Assignment Separate from Certificate, shall
remain in escrow. The vested Shares shall be delivered in accordance with the
following schedule:

                             (A)    The initial release of vested Shares (or
other vested assets and securities) from escrow shall be effected upon the
request of the Purchaser thereof at any time following the initial vesting.

                             (B)    Subsequent releases of vested Shares (or
other vested assets and securities) from escrow shall be effected upon the
request of the Purchaser thereof, but no more frequently than once each year;
provided that Shares which have vested since the last date that Shares were
released may also be released upon request of the Purchaser thereof even if the
request for that release is within a year of the date of the last release.

                             (C)    Upon the Purchaser's termination of
employment, any escrowed Shares (or other assets or securities) in which
Purchaser is at the time vested shall be promptly released from escrow.

                      (d)    The Company, or its designee, shall not be liable
for any act it may do or omit to do with respect to holding the Shares in escrow
and while acting in good faith and in the exercise of its judgment.

                      (e)    Transfer, pledge or sale of Unvested Shares is not
permitted. Transfer, pledge and sale of vested Shares is subject to restrictions
on transfer imposed by applicable state and federal securities laws and imposed
by this Agreement.

        3.     Ownership, Voting Rights, Duties. This Agreement shall not affect
in any way the ownership, voting rights or other rights or duties of Purchaser,
except as specifically provided herein.

        4.     Legends. The share certificate evidencing the Shares issued
hereunder shall be endorsed with the following legend (in addition to any legend
required under applicable state securities laws):


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               THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
               RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH
               IN AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY
               OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

        5.     Adjustment for Stock Split. All references to the number of
Shares and the purchase price of the Shares in this Agreement shall be
appropriately adjusted to reflect any stock split, stock dividend or other
change in the Shares which may be made by the Company after the date of this
Agreement.

        6.     Notices. Notices required hereunder shall be given in person or
by registered mail to the address of Purchaser shown on the records of the
Company, and to the Company at its principal executive office.

        7.     Survival of Terms. This Agreement shall apply to and bind
Purchaser and the Company and their respective permitted assignees and
transferees, heirs, legatees, executors, administrators and legal successors.

        8.     Section 83(b) Election. Purchaser hereby acknowledges that he or
she has been informed that, with respect to the transfer to him of the Unvested
Shares, that unless an election is filed by the Purchaser with the U.S. Internal
Revenue Service and, if necessary, the proper state taxing authorities, within
30 days of the purchase of the Shares, electing pursuant to Section 83(b) of the
Code (and similar state tax provisions if applicable) to be taxed currently on
any difference between the purchase price of the Shares and their fair market
value on the date of purchase, there will be a recognition of taxable income
under U.S. tax laws to the Purchaser, measured by the excess, if any, of the
fair market value of the Shares, at the time the Company's Repurchase Option
lapses over the purchase price for the Shares. Purchaser represents that
Purchaser has consulted any tax consultant(s) Purchaser deems advisable in
connection with the purchase of the Shares or the filing of the Election under
Section 83(b) and similar tax provisions.

        PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND
NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF
PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON
PURCHASER'S BEHALF.

        9.     Representations. Purchaser has reviewed with his own tax advisors
the federal, state, local and foreign tax consequences of this investment and
the transactions contemplated by this Agreement. Purchaser is relying solely on
such advisors and not on any statements or representations of the Company or any
of its agents. Purchaser understands that he (and not the Company) shall be
responsible for his own tax liability that may arise as a result of this
investment or the transactions contemplated by this Agreement. This Agreement
and the grant of the Unvested Shares do not in any manner imply any commitment
or affect the nature of the at will nature of


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Purchaser's employment. Following the execution of this agreement Purchaser's
employment will be at will and terminable by the Company or Purchaser without
cause or notice.

        10.    Governing Law; Severability. This Agreement shall be governed by
and construed in accordance with the laws of the State of California excluding
that body of law pertaining to conflicts of law. Should any provision of this
Agreement be determined by a court of law to be illegal or unenforceable, the
other provisions shall nevertheless remain effective and shall remain
enforceable.

        Purchaser represents that he has read this Agreement and is familiar
with its terms and provisions. Purchaser hereby agrees that all actions taken
and all decisions or interpretations made by the Board of Directors of the
Company in good faith shall be binding upon the parties to this Agreement and
all other interested persons.

        IN WITNESS WHEREOF, this Agreement is deemed made as of the date first
set forth above.

                                        LEAP WIRELESS INTERNATIONAL, INC.


                                        By: ____________________________________

                                        Title: _________________________________


                                        PURCHASER

                                        ________________________________________


                                        Address:

                                        ________________________________________


                                        ________________________________________



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                                   EXHIBIT A-1

                      ASSIGNMENT SEPARATE FROM CERTIFICATE


FOR VALUE RECEIVED I, ____________________________________, hereby sell, assign
and transfer unto
___________________________________________________________________,
_______________________________ (__________) shares of the Common Stock of Leap
Wireless International, Inc. standing in my name of the books of said
corporation represented by Certificate No. _____ herewith and do hereby
irrevocably constitute and appoint __________________________________________
___________________________________________ to transfer the said stock on the
books of the within named corporation with full power of substitution in the
premises.

        This Assignment Separate from Certificate may be used only in accordance
with the Restricted Stock Purchase Agreement between Leap Wireless
International, Inc. and the undersigned dated ______________, _____.


Dated: _______________, ________


                                        Signature:______________________________



INSTRUCTIONS: Please do not fill in any blanks other than the signature line.
The purpose of this assignment is to enable the Company to exercise the
Repurchase Option, as set forth in the Restricted Stock Purchase Agreement,
without requiring additional signatures on the part of the Purchaser.


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                                   EXHIBIT A-2


                                CONSENT OF SPOUSE


        I, ________________________________, spouse of ________________________
have read and approve the foregoing Agreement. In consideration of granting of
the right to my spouse to purchase shares of Leap Wireless International, Inc.
as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact
in respect to the exercise of any rights under the Agreement and agree to be
bound by the provisions of the Agreement insofar as I may have any rights in
said Agreement or any shares issued pursuant thereto under the community
property laws or similar laws relating to marital property in effect in the
state of our residence as of the date of the signing of the foregoing Agreement.

Dated: _______________, ______


                                        Signature:______________________________



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                                    EXHIBIT B


                                VESTING SCHEDULE

TO BE COMPLETED TO SHOW 1/3 TO VEST ON EACH OF THE FIRST THREE ANNIVERSARIES OF
EMPLOYMENT.



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