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                                                                 EXHIBIT 10.12.4

                        LEAP WIRELESS INTERNATIONAL, INC.

                       2004 STOCK OPTION, RESTRICTED STOCK
                          AND DEFERRED STOCK UNIT PLAN

                   STOCK OPTION GRANT NOTICE AND NON-QUALIFIED
               STOCK OPTION AGREEMENT (FOR NON-EMPLOYEE DIRECTORS)

      Leap Wireless International, Inc. (the "COMPANY"), pursuant to its 2004
Stock Option, Restricted Stock and Deferred Stock Unit Plan (the "PLAN"), hereby
grants to the holder listed below ("HOLDER"), an option to purchase the number
of shares of the Company's Common Stock set forth below (the "OPTION"). This
Option is subject to all of the terms and conditions as set forth herein and in
the Non-Qualified Stock Option Agreement attached hereto as Exhibit A (the
"STOCK OPTION AGREEMENT") and the Plan, each of which are incorporated herein by
reference. Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Grant Notice and the Stock Option
Agreement.

HOLDER:                         _________________________________

GRANT DATE:                     _________________________________

EXERCISE PRICE PER SHARE:       $___________ per share

TOTAL NUMBER OF SHARES SUBJECT
TO THE OPTION:                  [_____]

EXPIRATION DATE:                _________________________________

TYPE OF OPTION:                 This Option is a Non-Qualified Stock Option and
                                is not an incentive stock option within the
                                meaning of Section 422 of the Code.

VESTING SCHEDULE:               The shares of Common Stock subject to the Option
                                (rounded down to the next whole number of
                                shares) shall vest and become exercisable on the
                                dates and in the increments indicated in the
                                vesting provisions set forth in subsection (_)
                                of Section 1 of Exhibit B to this Grant Notice,
                                and as otherwise provided in Section 2 of
                                Exhibit B.

      By his or her signature and the Company's signature below, Holder agrees
to be bound by the terms and conditions of the Plan, the Stock Option Agreement
and this Grant Notice. Holder has reviewed the Stock Option Agreement, the Plan
and this Grant Notice in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Grant Notice and fully understands all
provisions of this Grant Notice, the Stock Option Agreement and the Plan. Holder
hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator of the Plan upon any questions arising
under the Plan or the Option.

LEAP WIRELESS INTERNATIONAL, INC.           HOLDER

By: ________________________________        By: ________________________________
Print Name: ________________________        Print Name: ________________________
Title: _____________________________        Address: ___________________________
Address: 10307 Pacific Center Court                  ___________________________
         San Diego, California 92121                 ___________________________

Stock Option Grant Notice to Non-Employee Directors

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                                    EXHIBIT A

                          TO STOCK OPTION GRANT NOTICE

                      NON-QUALIFIED STOCK OPTION AGREEMENT

      Pursuant to the Stock Option Grant Notice ("GRANT NOTICE") to which this
Non-Qualified Stock Option Agreement (this "AGREEMENT") is attached, Leap
Wireless International, Inc. (the "COMPANY") has granted to Holder an option
under the Company's 2004 Stock Option, Restricted Stock and Deferred Stock Unit
Plan (the "PLAN") to purchase the number of shares of Common Stock indicated in
the Grant Notice.

                                   ARTICLE I

                                    GENERAL

      1.1   Defined Terms. Capitalized terms not specifically defined herein
shall have the meanings specified in the Plan and the Grant Notice.

      1.2   Incorporation of Terms of Plan. The Option is subject to the terms
and conditions of the Plan which are incorporated herein by reference.

                                   ARTICLE II

                                 GRANT OF OPTION

      2.1   Grant of Option. In consideration of Holder's past and/or continued
employment with or service to the Company or its Subsidiaries and for other good
and valuable consideration, effective as of the Grant Date set forth in the
Grant Notice (the "GRANT DATE"), the Company irrevocably grants to Holder the
Option to purchase any part or all of an aggregate of the number of shares of
Common Stock set forth in the Grant Notice, upon the terms and conditions set
forth in the Plan and this Agreement. The Option shall be a Non-Qualified Stock
Option and shall not be an incentive stock option within the meaning of Section
422 of the Code.

      2.2   Purchase Price. The purchase price of the shares of Common Stock
subject to the Option shall be as set forth in the Grant Notice, without
commission or other charge.

                                  ARTICLE III

                            PERIOD OF EXERCISABILITY

      3.1   Commencement of Exercisability.

            (a)   Subject to Sections 3.3 and 5.8, the Option shall become
vested and exercisable on the dates and in the increments indicated in the
vesting provisions set forth in the applicable subsection of Section 1 of
Exhibit B to the Grant Notice (as indicated in the Grant Notice), and as
otherwise provided in Section 2 of Exhibit B to the Grant Notice.

Exhibits to Grant Notice to Non-Employee Directors

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            (b)   No portion of the Option which has not become vested and
exercisable at Termination of Employment, Termination of Directorship or
Termination of Consultancy, as applicable, shall thereafter become vested and
exercisable, except as may be otherwise provided by the Administrator or as set
forth in a written agreement between the Company and Holder.

      3.2   Duration of Exercisability. The increments provided for in the
vesting provisions set forth in the applicable subsection of Section 1 of
Exhibit B to the Grant Notice (as indicated in the Grant Notice) are cumulative.
Each such increment which becomes vested and exercisable pursuant to such
vesting provisions shall remain vested and exercisable until it becomes
unexercisable under Section 3.3.

      3.3   Expiration of Option.

            (a)   The Option may not be exercised to any extent by anyone after
the first to occur of the following events:

                  (i)   The expiration of ten (10) years from the Grant Date; or

                  (ii)  The expiration of ninety (90) days following the date of
Holder's Termination of Employment, Termination of Directorship or Termination
of Consultancy, as applicable, unless such termination occurs by reason of
Holder's death or Disability (as defined below); or

                  (iii) The expiration of one (1) year following the date of
Holder's Termination of Employment, Termination of Directorship or Termination
of Consultancy, as applicable, by reason of Holder's death or Disability.

            (b)   For purposes of this Agreement, "Disability" means permanent
and total disability within the meaning of Section 22(e)(3) of the Code.

                                   ARTICLE IV

                               EXERCISE OF OPTION

      4.1   Person Eligible to Exercise. Except as provided in Sections 5.2(b)
and 5.2(c), during the lifetime of Holder, only Holder may exercise the Option
or any portion thereof. After the death of Holder, any exercisable portion of
the Option may, prior to the time when the Option becomes unexercisable under
Section 3.3, be exercised by Holder's personal representative or by any person
empowered to do so under the deceased Holder's will or under the then applicable
laws of descent and distribution.

      4.2   Partial Exercise. Any exercisable portion of the Option or the
entire Option, if then wholly exercisable, may be exercised in whole or in part
at any time prior to the time when the Option or portion thereof becomes
unexercisable under Section 3.3.

      4.3   Manner of Exercise. The Option, or any exercisable portion thereof,
may be exercised solely by delivery to the Secretary of the Company or the
Secretary's office of all of

Exhibits to Grant Notice to Non-Employee Directors

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the following prior to the time when the Option or such portion thereof becomes
unexercisable under Section 3.3:

            (a)   An Exercise Notice in writing signed by Holder or any other
person then entitled to exercise the Option or portion thereof, stating that the
Option or portion thereof is thereby exercised, such notice complying with all
applicable rules established by the Administrator. Such notice shall be
substantially in the form attached as Exhibit C to the Grant Notice (or such
other form as is prescribed by the Administrator); and

            (b)   Subject to Section 6.2(d) of the Plan:

                  (i)   Full payment (in cash or by check) for the shares with
respect to which the Option or portion thereof is exercised; or

                  (ii)  With the consent of the Administrator, such payment may
be made, in whole or in part, through the delivery of shares of Common Stock
which have been owned by Holder for at least six (6) months, duly endorsed for
transfer to the Company with a Fair Market Value on the date of delivery equal
to the aggregate exercise price of the Option or exercised portion thereof; or

                  (iii) To the extent permitted under applicable laws, through
the delivery of a notice that Holder has placed a market sell order with a
broker with respect to shares of Common Stock then issuable upon exercise of the
Option, and that the broker has been directed to pay a sufficient portion of the
net proceeds of the sale to the Company in satisfaction of the Option exercise
price, provided, that payment of such proceeds is made to the Company upon
settlement of such sale; or

                  (iv)  With the consent of the Administrator, any combination
of the consideration provided in the foregoing paragraphs (i), (ii) and (iii);
and

            (c)   A bona fide written representation and agreement, in such form
as is prescribed by the Administrator, signed by Holder or the other person then
entitled to exercise such Option or portion thereof, stating that the shares of
Common Stock are being acquired for Holder's own account, for investment and
without any present intention of distributing or reselling said shares or any of
them except as may be permitted under the Securities Act and then applicable
rules and regulations thereunder, and that Holder or other person then entitled
to exercise such Option or portion thereof will indemnify the Company against
and hold it free and harmless from any loss, damage, expense or liability
resulting to the Company if any sale or distribution of the shares by such
person is contrary to the representation and agreement referred to above. The
Administrator may, in its absolute discretion, take whatever additional actions
it deems appropriate to ensure the observance and performance of such
representation and agreement and to effect compliance with the Securities Act
and any other federal or state securities laws or regulations. Without limiting
the generality of the foregoing, the Administrator may require an opinion of
counsel acceptable to it to the effect that any subsequent transfer of shares
acquired on an Option exercise does not violate the Securities Act, and may
issue stop-transfer orders covering such shares. Share certificates evidencing
Common Stock issued on exercise of the Option shall bear an appropriate legend
referring to the

Exhibits to Grant Notice to Non-Employee Directors

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provisions of this subsection (c) and the agreements herein. The written
representation and agreement referred to in the first sentence of this
subsection (c) shall, however, not be required if the shares to be issued
pursuant to such exercise have been registered under the Securities Act, and
such registration is then effective in respect of such shares; and

            (d)   The receipt by the Company of full payment for such shares,
including payment of any applicable withholding tax, which in the discretion of
the Administrator may be in the form of consideration used by Holder to pay for
such shares under Section 4.3(b), subject to Section 10.4 of the Plan; and

            (e)   In the event the Option or portion thereof shall be exercised
pursuant to Section 4.1 by any person or persons other than Holder, appropriate
proof of the right of such person or persons to exercise the Option.

      4.4   Conditions to Issuance of Stock Certificates. The shares of Common
Stock deliverable upon the exercise of the Option, or any portion thereof, may
be either previously authorized but unissued shares or issued shares which have
then been reacquired by the Company. Such shares shall be fully paid and
nonassessable. The Company shall not be required to issue or deliver any shares
of Common Stock purchased upon the exercise of the Option or portion thereof
prior to fulfillment of all of the following conditions:

            (a)   The admission of such shares to listing on all stock exchanges
on which such Common Stock is then listed; and

            (b)   The completion of any registration or other qualification of
such shares under any state or federal law or under rulings or regulations of
the Securities and Exchange Commission or of any other governmental regulatory
body, which the Administrator shall, in its absolute discretion, deem necessary
or advisable; and

            (c)   The obtaining of any approval or other clearance from any
state or federal governmental agency which the Administrator shall, in its
absolute discretion, determine to be necessary or advisable; and

            (d)   The lapse of such reasonable period of time following the
exercise of the Option as the Administrator may from time to time establish for
reasons of administrative convenience; and

            (e)   The receipt by the Company of full payment for such shares,
including payment of any applicable withholding tax, which may be in the form of
consideration used by the Holder to pay for such shares under Section 4.3(b),
subject to Section 10.4 of the Plan.

      4.5   Rights as Stockholder. Holder of the Option shall not be, nor have
any of the rights or privileges of, a stockholder of the Company in respect of
any shares purchasable upon the exercise of any part of the Option unless and
until such shares shall have been issued by the Company to such holder.

Exhibits to Grant Notice to Non-Employee Directors

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                                   ARTICLE V

                                OTHER PROVISIONS

      5.1   Administration. The Administrator shall have the power to interpret
the Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret, amend or revoke any such rules. All actions taken and all
interpretations and determinations made by the Administrator in good faith shall
be final and binding upon Holder, the Company and all other interested persons.
No member of the Administrator shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan,
this Agreement or the Option. In its absolute discretion, the Board may at any
time and from time to time exercise any and all rights and duties of the
Administrator under the Plan and this Agreement.

      5.2   Option Not Transferable.

            (a)   Subject to Section 5.2(b), the Option may not be sold,
pledged, assigned or transferred in any manner other than by will or the laws of
descent and distribution or, subject to the consent of the Administrator,
pursuant to a DRO, unless and until the shares underlying the Option have been
issued, and all restrictions applicable to such shares have lapsed. Neither the
Option nor any interest or right therein shall be liable for the debts,
contracts or engagements of Holder or his or her successors in interest or shall
be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary
or involuntary or by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect, except to
the extent that such disposition is permitted by the preceding sentence.

            (b)   Notwithstanding any other provision in this Agreement, with
the consent of the Administrator and to the extent the Option is not intended to
qualify as an Incentive Stock Option, the Option may be transferred to one or
more Permitted Transferees, subject to the terms and conditions set forth in
Section 10.1 of the Plan.

            (c)   Unless transferred to a Permitted Transferee in accordance
with Section 5.2(b), during the lifetime of Holder, only Holder may exercise the
Option or any portion thereof unless it has been disposed of pursuant to a DRO.
After the death of Holder, any exercisable portion of the Option may, prior to
the time when the Option becomes unexercisable under Section 3.3, be exercised
by Holder's personal representative or by any person empowered to do so under
the deceased Holder's will or under the then applicable laws of descent and
distribution.

      5.3   Restrictive Legends and Stop-Transfer Orders.

            (a)   The share certificate or certificates evidencing the shares of
Common Stock purchased hereunder shall be endorsed with any legends that may be
required by state or federal securities laws.

            (b)   Holder agrees that, in order to ensure compliance with the
restrictions referred to herein, the Company may issue appropriate "stop
transfer" instructions to its transfer

Exhibits to Grant Notice to Non-Employee Directors

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agent, if any, and that, if the Company transfers its own securities, it may
make appropriate notations to the same effect in its own records.

            (c)   The Company shall not be required: (i) to transfer on its
books any shares of Common Stock that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement, or (ii) to treat as owner
of such shares of Common Stock or to accord the right to vote or pay dividends
to any purchaser or other transferee to whom such shares shall have been so
transferred.

      5.4   Shares to Be Reserved. The Company shall at all times during the
term of the Option reserve and keep available such number of shares of Common
Stock as will be sufficient to satisfy the requirements of this Agreement.

      5.5   Notices. Any notice to be given under the terms of this Agreement to
the Company shall be addressed to the Company in care of the Secretary of the
Company, and any notice to be given to Holder shall be addressed to Holder at
the address given beneath Holder's signature on the Grant Notice. By a notice
given pursuant to this Section 5.5, either party may hereafter designate a
different address for notices to be given to that party. Any notice which is
required to be given to Holder shall, if Holder is then deceased, be given to
the person entitled to exercise his or her Option pursuant to Section 4.1 by
written notice under this Section 5.5. Any notice shall be deemed duly given
when sent via email or when sent by certified mail (return receipt requested)
and deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service.

      5.6   Titles. Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this Agreement.

      5.7   Governing Law; Severability. This Agreement shall be administered,
interpreted and enforced under the laws of the State of Delaware without regard
to conflicts of laws thereof. 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.

      5.8   Conformity to Securities Laws. Holder acknowledges that the Plan is
intended to conform to the extent necessary with all provisions of the
Securities Act and the Exchange Act and any and all regulations and rules
promulgated by the Securities and Exchange Commission thereunder, and state
securities laws and regulations. Notwithstanding anything herein to the
contrary, the Plan shall be administered, and the Option is granted and may be
exercised, only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law, the Plan and this
Agreement shall be deemed amended to the extent necessary to conform to such
laws, rules and regulations.

      5.9   Amendments. This Agreement may not be modified, amended or
terminated except by an instrument in writing, signed by Holder or such other
person as may be permitted to exercise the Option pursuant to Section 4.1 and by
a duly authorized representative of the Company.

Exhibits to Grant Notice to Non-Employee Directors

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      5.10  No Employment Rights. If Holder becomes an Employee, nothing in the
Plan or this Agreement shall confer upon Holder any right to continue in the
employ of the Company or any Subsidiary or shall interfere with or restrict in
any way the rights of the Company and its Subsidiaries, which are expressly
reserved, to discharge Holder at any time for any reason whatsoever, with or
without cause, except to the extent expressly provided otherwise in a written
agreement between the Company and Holder.

      5.11  Successors and Assigns. The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company. Subject to
the restrictions on transfer herein set forth, this Agreement shall be binding
upon Holder and his or her heirs, executors, administrators, successors and
assigns.

Exhibits to Grant Notice to Non-Employee Directors

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                                    EXHIBIT B

                          TO STOCK OPTION GRANT NOTICE

                      VESTING AND EXERCISABILITY PROVISIONS

      Capitalized terms used in this Exhibit B and not defined below shall have
the meanings given them in the Grant Notice and the Stock Option Agreement.

      1.    Time-Based Vesting. Subject to any accelerated vesting and
exercisability pursuant to Section 2 below, the shares of Common Stock subject
to the Option shall vest and become exercisable according to the vesting
provisions set forth in one of the following alternative subsections, with the
subsection applicable to the Option indicated in the Grant Notice:

            (a)   The shares of Common Stock subject to the Option shall be
vested and fully exercisable in their entirety on the Grant Date; OR

            (b)   One-third of the shares of Common Stock subject to the Option
shall be vested and fully exercisable on the Grant Date, one-third of the shares
of Common Stock subject to the Option shall vest and become exercisable on
January 1, 2006 if Holder is an Employee, Director or Consultant on that date,
and one-third of the shares of Common Stock subject to the Option shall vest and
become exercisable on January 1, 2007 if Holder is an Employee, Director or
Consultant on that date; OR

            (c)   One-third of the shares of Common Stock subject to the Option
shall vest and become exercisable on January 1, 2006 if Holder is an Employee,
Director or Consultant on that date, one-third of the shares of Common Stock
subject to the Option shall vest and become exercisable on January 1, 2007 if
Holder is an Employee, Director or Consultant on that date, and one-third of the
shares of Common Stock subject to the Option shall vest and become exercisable
on January 1, 2008 if Holder is an Employee, Director or Consultant on that
date.

      2.    Change in Control Accelerated Vesting. In the event of a Change in
Control, if Holder is an Employee, Director or Consultant immediately prior to
such Change in Control, the unvested shares of Common Stock subject to the
Option shall then vest and become fully exercisable in their entirety.

      3.    Limit on Vesting. In no event will the Option become vested and/or
exercisable for more than 100% of the shares of Common Stock subject to the
Option pursuant to the provisions of this Exhibit B.

Exhibits to Grant Notice to Non-Employee Directors

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                                    EXHIBIT C

                          TO STOCK OPTION GRANT NOTICE

                             FORM OF EXERCISE NOTICE

Effective as of today,______________ , _____________ the undersigned ("HOLDER")
hereby elects to exercise Holder's option to purchase _____________ shares of
the Common Stock (the "SHARES") of Leap Wireless International, Inc. (the
"COMPANY") under and pursuant to the Leap Wireless International, Inc. 2004
Stock Option, Restricted Stock and Deferred Stock Unit Plan (the "Plan") and the
Stock Option Grant Notice and Non-Qualified Stock Option Agreement (For
Non-Employee Directors) dated , (the "OPTION AGREEMENT"). Capitalized terms used
herein without definition shall have the meanings given in the Option Agreement.

GRANT DATE:                           ___________________________

NUMBER OF SHARES AS TO WHICH OPTION
  IS EXERCISED:                       _____________________________________

EXERCISE PRICE PER SHARE:             $____________

TOTAL EXERCISE PRICE:                 $____________

CERTIFICATE TO BE ISSUED IN NAME OF:  _____________________________________

CASH PAYMENT DELIVERED HEREWITH:      $______________ (Representing the full
                                      Exercise Price for the Shares, as well as
                                      any applicable withholding tax)

TYPE OF OPTION:         The Option is a Non-Qualified Stock Option and is not an
                        incentive stock option within the meaning of Section 422
                        of the Code.

      1.    Representations of Holder. Holder acknowledges that Holder has
received, read and understood the Plan and the Option Agreement. Holder agrees
to abide by and be bound by their terms and conditions.

      2.    Rights as Stockholder. Until the Shares are issued (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to Shares subject to the
Option, notwithstanding the exercise of the Option. No adjustment will be made
for a dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 10.3 of the Plan.

      3.    Tax Consultation. Holder understands that there are tax consequences
to Holder as a result of Holder's purchase or disposition of the Shares. Holder
represents that Holder has consulted with any tax consultants Holder deems
advisable in connection with the purchase or disposition of the Shares and that
Holder is not relying on the Company for any tax advice.

      4.    Entire Agreement. The Plan and Option Agreement are incorporated
herein by reference. This Exercise Notice, the Plan and the Option Agreement
constitute the entire

Exhibits to Grant Notice to Non-Employee Directors

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agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Holder with respect to the subject matter
hereof.

ACCEPTED BY:                               SUBMITTED BY
LEAP WIRELESS INTERNATIONAL, INC.          HOLDER:

By:_________________________________       By:_________________________________
Print Name:__________________________      Print Name: _________________________
Title:_______________________________      Address:_____________________________

Exhibits to Grant Notice to Non-Employee Directors

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