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(FOUR-YEAR TIME BASED VESTING)
 LEAP WIRELESS INTERNATIONAL, INC.
 2004 STOCK OPTION, RESTRICTED STOCK
AND DEFERRED STOCK UNIT PLAN
 STOCK OPTION GRANT NOTICE AND NON-QUALIFIED
STOCK OPTION AGREEMENT
 Company Plan ( Holder Option Exhibit A Stock Option Agreement
 Holder:Grant Date:Exercise Price per Share:
    
    $ per shareTotal 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 amounts indicated in Exhibit B to
this Grant Notice.
  LEAP WIRELESS INTERNATIONAL, INC.
    
    HOLDER:By:
    
    
    
    By:Print Name:
    
    
    
    Print Name:Title:
    
    
    
    Title:Address:
    
    10307 Pacific Center Court
    
    Address:San Diego, California 92121




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EXHIBIT A
 TO STOCK OPTION GRANT NOTICE
 NON-QUALIFIED STOCK OPTION AGREEMENT
 Grant Notice Agreement Company Plan
 ARTICLE I
 GENERAL
 Defined Terms
 Incorporation of Terms of Plan
 ARTICLE II
 GRANT OF OPTION
 Grant of Option Grant Date
 Purchase Price
 ARTICLE III
 PERIOD OF EXERCISABILITY
 Commencement of Exercisability
 Exhibit B
 1




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Duration of Exercisability Exhibit B
 Expiration of Option
   Exhibit B
  Exhibit B
 Disability
 ARTICLE IV
 EXERCISE OF OPTION
 Person Eligible to Exercise
 Partial Exercise
 2




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Manner of Exercise
 Exhibit C
    provided,
   3




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Conditions to Issuance of Stock Certificates
      Rights as Stockholder
 4




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ARTICLE V
 OTHER PROVISIONS
 Administration
 Option Not Transferable
    Restrictive Legends and Stop-Transfer Orders
   5




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Shares to Be Reserved
 Notices
 Titles
 Governing Law; Severability
 Conformity to Securities Laws
 Amendments
 6




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No Employment Rights
 Successors and Assigns
 7




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EXHIBIT B
 TO STOCK OPTION GRANT NOTICE
 VESTING AND EXERCISABILITY PROVISIONS
 Exhibit B
 Time-Based Vesting
 Percentage of the Total Shares
Subject to the Option that only Vest
and Become Exercisable
    
    Vesting Date25% of Total Number of Shares Subject
to the Option
    
    First Anniversary of the Grant Date25% of Total Number of Shares Subject
to the Option
    
    Second Anniversary of the Grant Date25% of Total Number of Shares Subject
to the Option
    
    Third Anniversary of the Grant Date25% of the Total Number of Shares
Subject to the Option
    
    Fourth Anniversary of the Grant Date
  Change in Control Accelerated Vesting
 Change in Control within 30 Months after the Grant Date
 Change in Control More than 30 Months after the Grant Date
 B-1




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Termination of Employment in the Event of a Change in Control
 Definitions of Cause and Good Reason Exhibit B Cause Good Reason Exhibit B
 Cause
 B-2




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Good Reason
 Condition to Accelerated Vesting and Exercisability
 B-3




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Limit on Vesting Exhibit B
 B-4




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EXHIBIT C
 TO STOCK OPTION GRANT NOTICE
 FORM OF EXERCISE NOTICE
 ( Holder   Shares Company   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.
 Representations of Holder
 Rights as Stockholder
 Tax Consultation
 Entire Agreement
 C-1




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ACCEPTED BY:
    
    SUBMITTED BYLEAP WIRELESS INTERNATIONAL, INC.
    
    HOLDER:By:
    
    
    
    By:Print Name:
    
    
    
    Print Name:Title:
    
    
    
    Address:
 C-2