**EXHIBIT 10.10.18**CONSULTING AGREEMENT — 2008BETWEENLEAP WIRELESS INTERNATIONAL, INC.ANDSTEVEN R. MARTIN     This Consulting Agreement – 2008 (the “Agreement”) is entered into effective as of January 5,2008 (the “Effective Date”) between Leap Wireless International, Inc. (“Leap”), a corporationorganized and existing under the laws of the State of Delaware and having its principal place ofbusiness located at 10307 Pacific Center Court, San Diego, CA 92121, and Steven R. Martin(“Contractor”), having his principal place of business at P.O. Box 3223, La Jolla, California92038.     In consideration of the promises and mutual covenants hereinafter set forth, Leap andContractor hereby agree as follows:**1.** **SCOPE OF AGREEMENT**   Contractor shall perform the consulting services described in Exhibit A includingsupervision, labor, necessary materials and equipment (hereinafter referred to as the“Services”). The Services shall be performed with promptness and diligence in a thorough,workmanlike manner to the satisfaction of Leap. 1.1 Contractor shall proceed with promptness and diligence and the Services shallbe performed to Leap’s satisfaction in accordance with the highest professionalstandards in the field.  1.2 Contractor shall remove, at Leap’s request, any employee or subcontractorfurnished by Contractor, who in Leap’s opinion is incapable, uncooperative, orotherwise unacceptable in the performance of the Services.**2.** **COMPENSATION**    a. Payment. Leap shall compensate Contractor for the Services in accordance withExhibit B; provided, however, that Leap’s total liability under this Agreement shall notexceed $225,000 (calculated without regard to the restricted stock granted to Contractor as described in Exhibit B) unless Leap so agrees inwriting.
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  b. Invoices. Contractor shall submit to Leap on a monthly basis invoices requestingpayment, and such invoices will be paid by Leap within thirty (30) days after receipt.Invoices shall clearly invoice all details as more particularly described in Exhibit B. **3.** **CONFIDENTIALITY** **3.1.** Use of Confidential Information Received. Leap may from time to timecommunicate to Contractor, or Contractor may otherwise gain access to, certainconfidential business and/or technical information with respect to Leap’s operations,business plans and/or intellectual property (the “Information”). Contractor shalltreat all Information as confidential, whether or not so identified, and shall notdisclose, or permit the disclosure of, any Information without the prior writtenconsent of Leap. Contractor shall limit the use and disclosure of the Informationwithin its organization to the extent necessary to perform the Services and shallinform all such disclosees of the confidential nature of such Information and ofContractor’s obligations under this Paragraph 3. The foregoing obligations of thisParagraph 3 shall not apply to any Information which has been or is through no fault ofContractor hereafter disclosed in publicly available sources of information. The termsof this Agreement are in addition to the terms of any nondisclosure agreement currentlyin effect between Leap and Contractor, and in the event of any inconsistency betweenthe terms of such agreements, those terms which are most protective of the Informationshall prevail.  **3.2.** Confidentiality of Work Product. Contractor shall not disclose to anyparty, including but not limited to any subcontractor, without the prior writtenconsent of Leap any of (i) Contractor’s works, discoveries, inventions and innovationsresulting from Contractor’s performance of the Services, or (ii) any proposals,research, records, reports, recommendations, manuals, findings, evaluations, forms,reviews, information, data, computer programs and software originated or prepared byContractor for or in the performance of the Services (the items listed in clauses (i)and (ii) being hereinafter referred to collectively and severally as “Work Product”).  **3.3.** Return of Information and Work Product. In the event of anytermination, expiration or upon request by Leap, all copies of such Information and allWork Product shall be immediately returned to Leap.
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**4.** **PROPRIETARY RIGHTS** **4.1.** Rights to Information. Contractor acknowledges and agrees that allInformation shall remain the property of Leap, and no license, express or implied, touse any of Leap’s intellectual property is granted under this Agreement, except asspecifically required to provide the Services.  **4.2.** Assignment of Work Product. All Work Product shall be promptlycommunicated to Leap. As additional consideration for the compensation to be paid toContractor under this Agreement, Contractor shall assign to Leap all of its right,title and interest in and to all Work Product immediately upon origination, preparationor discovery thereof and regardless of the medium of expression thereof. Contractorshall communicate to Leap or its representatives all facts known to it respecting suchWork Product. Further, whenever requested, Contractor shall testify in all legalproceedings, sign all lawful papers and otherwise perform all acts necessary orappropriate to enable Leap and its successors and assigns to obtain and enforce legalprotections for all such Work Product in all countries, for which Leap may payContractor a reasonable fee. All Work Product shall become the exclusive property ofLeap, and Contractor shall be deemed to have relinquished all right, title and interestin and to such Work Product by virtue of this Paragraph 4.2.**5.** **TERM OF AGREEMENT**   This Agreement shall become effective on the date first set forth above and shall remain infull force and effect until July 4, 2008 unless sooner terminated by either party uponthirty (30) days’ written notice to the other party. In the event of such termination orupon expiration of this Agreement, Contractor shall return to Leap any and all equipment,documents and other materials containing any Information which Contractor has received fromLeap, any and all Work Product, and all copies thereof made by Contractor, and Leap’s soleobligation shall be to pay Contractor in accordance with Paragraph 2 above the compensationdue for the Services actually completed as of the effective date of such termination orexpiration, provided, however, any such payment shall be subject to any provision for thelimit of expenditures set forth in Section 2 of this Agreement. **6.** **INDEPENDENT CONTRACTOR**   The parties expressly intend and agree that Contractor is acting as an independentcontractor and not as an employee of Leap. Contractor retains sole and absolute discretion, control and judgment regarding the manner and 
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  means ofperforming and providing the Services, except as to the policies and procedures set forthherein. Contractor understands and agrees that it shall not be entitled to any of therights and privileges established for Leap’s employees, including but not limited to:retirement benefits; medical, life insurance or disability coverage; severance pay; and paidvacation or sick pay. Contractor understands and agrees that Leap will not pay or withholdfrom the compensation paid to Contractor any sums customarily paid or withheld for or onbehalf of employees for income tax, unemployment insurance, social security, workerscompensation or any other withholding tax, insurance or payment, and all such payments asmay be required by law are the sole responsibility of Contractor. Contractor agrees to holdLeap harmless against and indemnify Leap for any of such payments of liabilities for whichContractor may become liable with respect to such matters. This Agreement shall not beconstrued as a partnership agreement. Leap shall have no responsibility for any ofContractor’s debts, liabilities or other obligations or for the intentional, reckless ornegligent acts or omissions of Contractor or Contractor’s employees, subcontractors oragents. **7.** **INTELLECTUAL PROPERTY INDEMNIFICATION**   Contractor, at its sole expense, shall indemnify, defend and hold Leap and its affiliatesand agents harmless against any and all claims or actions brought against any of them to theextent such claim or action is based on a claim that Contractor’s performance of Services orany Work Product infringes a patent, copyright, trademark, service mark, trade secret, tradename or other legally protected proprietary right of any party. Contractor shall pay allcosts, fees (including reasonable attorneys’ fees) and damages which may be incurred by Leapand its affiliates and agents in connection with any such claim or action, including but notlimited to the settlement thereof. **8.** **OMITTED** **9.** **OMITTED** **10.** **LAWS, RULES AND REGULATIONS**   Contractor shall comply at its own expense with the provisions of the Fair Labor StandardsAct of 1938, as amended, and all other applicable state and municipal requirements and thosestate and federal laws applicable to Contractor as an employer of labor or otherwise.
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**11.** **LEAP’S PROPERTY** **11.1.** Title to all property owned by Leap (or any affiliate of Leap) and furnishedto Contractor shall remain in Leap (or the affiliate).  **11.2.** Any property owned by Leap (or any affiliate of Leap) and in Contractor’spossession or control shall be used only in the performance of this Agreement unlessLeap authorizes another use in writing. Contractor shall adequately protect suchproperty and shall return it to Leap or otherwise dispose of it as directed by Leap.  **11.3.** Contractor shall be responsible for any loss or damage to any property ownedby Leap (or any affiliate of Leap) and in Contractor’s possession or control.  **11.4.** As used in this Agreement, the term “affiliate” shall mean any person thatdirectly or indirectly, through one or more affiliates, controls, is controlled by oris under common control of Leap.**12.** **PREMISES RULES AND SECURITY REQUIREMENTS**   The employees, permitted subcontractors and agents of each party, while on the premises ofthe other, shall comply with all rules and regulations in effect at such premises, includingsecurity requirements. **13.** **NOTICES**   All notices and billings shall be in writing and sent by registered or certified mail,postage prepaid, or via facsimile with confirmation to the following addresses:   To Leap:To Contractor:   Leap Wireless International, Inc. Steven R. Martin10307 Pacific Center Court P.O Box 3223San Diego, CA 92121 La Jolla, CA 92038ATTN: General Counsel ATTN: Steven R. Martin
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**14.** **PUBLICITY**   Contractor shall not issue or release for publication any articles or advertising orpublicity matter relating to the work to be performed hereunder or mentioning or implyingthe name of Leap, or any affiliate of Leap or any of their personnel, unless prior writtenpermission is granted by Leap. **15.** **RECORDS AND AUDIT**   With the exception of the fixed charges, which are agreed to herein, Contractor shallmaintain complete records of all costs either charged on an hourly or daily basis or allcosts reimbursable by Leap under the terms of this Agreement. All such records shall bemaintained in accordance with recognized accounting practices. Leap shall have the right,either on its own or through its accredited representatives, to examine and audit suchrecords at any reasonable time. The correctness of Contractor’s invoices shall bedetermined by such audits. **16.** **GENERAL PROVISIONS** a. Survivability. The terms and conditions of this Agreement that bytheir sense and context are intended to survive after performance hereunder shallsurvive the termination or expiration of this Agreement, including but not limited toParagraphs 3, 4, 6, 7, 11 and 14.  b. Assignment. Contractor shall not assign any of its rights orobligations under this Agreement and shall not subcontract any of the Services to beperformed hereunder without the prior written consent of Leap. This Agreement shall bebinding upon and inure to the benefit of the parties hereto, their successors andpermitted assigns. Leap may assign its rights, duties and obligations under thisAgreement to any affiliates of Leap, or any legal entity or legal entities in whichLeap or any of its affiliates has or will have any interest.  c. Applicable Law. This Agreement shall be governed by the laws of theState of California, and any action to enforce or interpret the provisions of thisAgreement or the rights and obligations of the parties arising hereunder shall bemaintained only in the courts of San Diego County, California.  d. Omitted.  e. Entire Agreement; Modification. This Agreement, together with theexhibits attached hereto, which are incorporated herein by this reference, constitutes
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   the entire agreement between the parties and supersedes all prior oral or writtennegotiations and agreements between the parties with respect to the subject matterhereof. No modification, variation or amendment of this Agreement (including anyexhibit hereto) shall be effective unless made in writing and signed by both parties. f. Severability; Non-Waiver. In the event that any of the terms,conditions, or provisions of this Agreement are held to be illegal, unenforceable, orinvalid by any court of competent jurisdiction, the remaining terms, conditions, orprovisions hereof shall remain in full force and effect. The failure or delay ofeither party to enforce at any time any provision of this Agreement shall notconstitute a waiver of such party’s right thereafter to enforce each and everyprovision of this Agreement.  g. Contractor shall comply at its own expense with the provisions of allapplicable federal, state and municipal requirements applicable to Contractor as anemployer of labor and as applicable to the provision of the Services under thisAgreement.  h. Contractor and its employees, agents, and permitted subcontractors shall notoffer or give to an officer, employee, or agent of Leap any services, gifts,entertainment, payments, loans or other special favors which might appear to be offeredto influence or possibly influence the award of a contract or to obtain favorabletreatment under a contract. Contractor and its employees, agents and permittedsubcontractors further agree not to perform services for or engage in activities withany officer, employee or agent of Leap that would in any way present a conflict ofinterest with respect to the Services performed under this Agreement. Violation ofthis provision may be deemed by Leap to be a material breach and subject all contractsor agreements with Contractor to termination for default, as well as any other remedyavailable at law or in equity.**17.** **POSITION AS OFFICER OF LEAP**   **17.1** Leap’s Board appointed Contractor as acting chief accounting officer, to serve in suchposition at the pleasure of the Leap Board, and Contractor agrees that he will accept suchappointment and serve in such position at the pleasure of the Leap Board during the term ofthis Agreement, subject to Leap’s compliance with the provisions of Section 17.3.   **17.2** Leap and Contractor have entered into an Indemnification Agreement.
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  **17.3** Leap has added Contractor as an “insured” under its existing directors’ and officers’insurance policies.         Leap Wireless International, Inc.   Steven R. Martin         Name: /s/ Robert J. Irving, Jr.   Name: /s/ Steve Martin         Title: SVP   Title: Acting Chief Accounting OfficerDate: 02/27/08   Date: 02/27/08
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**CONTRACTOR INFORMATION**    For Tax Purposes:   Contractor Name: Steven R. Martin Corporation:  No  Social Security Number: W-9 on file 
 

 
**EXHIBIT A****Contractor Services**