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                                                                 EXHIBIT 10.22.1

                        LEAP WIRELESS INTERNATIONAL, INC.
                            STOCK OPTION GRANT NOTICE

LEAP WIRELESS INTERNATIONAL, INC. (the "Company"), pursuant to its 2000 Stock
Option Plan (the "Plan") hereby grants to the Optionee named below a stock
option to purchase the number of shares of the Company's common stock set forth
below. As designated below, this stock option either is or is not intended to
qualify for the federal income tax benefits available to an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended. This option is subject to all of the terms and conditions as set
forth herein and in the Stock Option Agreement and the Plan which are
incorporated herein in their entirety.

Optionee/Emp #:                                    Grant No.:
Date of Grant:                                     Shares Subject to Option:
Exercise Price Per Share:                          Expiration Date:

Type of Option: [ ] Incentive Stock Option       [ ] Nonstatutory Stock Option

        VESTING SCHEDULE

Exercisable Shares                Vesting Date                   Expiration Date
------------------                ------------                   ---------------




ADDITIONAL TERMS/ACKNOWLEDGMENTS: The undersigned Optionee acknowledges receipt
of, and understands and agrees to the terms of the following: this Grant Notice,
the Stock Option Agreement and the Plan. Optionee further acknowledges that as
of the Date of Grant, this Grant Notice, the Stock Option Agreement and the Plan
set forth the entire understanding between Optionee and the Company regarding
the acquisition of stock in the Company and supersedes all prior oral and
written agreements pertaining to this particular option.

LEAP WIRELESS INTERNATIONAL, INC.               OPTIONEE:


By:
   ------------------------------------         --------------------------------
Harvey P. White                                 Signature
President and CEO
Dated:                                          Date:


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                        LEAP WIRELESS INTERNATIONAL, INC.
                             2000 STOCK OPTION PLAN
                             STOCK OPTION AGREEMENT

    Pursuant to the Grant Notice, this Stock Option Agreement and the 2000 Stock
Option Plan (the "Plan"), Leap Wireless International, Inc. (the "Company") has
granted you an option to purchase the number of shares of the Company's common
stock ("Common Stock") indicated in the Grant Notice at the exercise price
indicated in the Grant Notice. Defined terms not explicitly defined in this
Stock Option Agreement but defined in the Plan shall have the same definitions
as in the Plan.

    The details of this option are as follows:

        1. VESTING. Subject to the limitations contained herein, this option
will vest as provided in the Grant Notice, provided that vesting will cease upon
the termination of your Continuous Service, unless such termination is due to
Disability or death. If termination of Continuous Service is due to Disability
or death, then this option will continue to vest and remain outstanding as
provided in paragraph 5 below.

        2. METHOD OF PAYMENT. Payment of the exercise price by cash (or check)
is due upon exercise of all or any part of this option which has become
exercisable by you. Notwithstanding the foregoing, this option may be exercised
pursuant to a program developed under Regulation T as promulgated by the Federal
Reserve Board which, prior to the issuance of Common Stock, results in either
the receipt of cash (or check) by the Company or the receipt of irrevocable
instructions to pay the aggregate exercise price to the Company. Payment of the
exercise price may also be made by a combination of the above methods.

        3. EXERCISE FOR MINIMUM NUMBER OF SHARES. The minimum number of shares
with respect to which this option may be exercised at any one time is one
hundred (100), except (a) as to an installment subject to exercise, as set forth
in paragraph 1, which amounts to fewer than one hundred (100) shares, in which
case, as to the exercise of that installment, the number of such shares in such
installment shall be the minimum number of shares, and (b) with respect to the
final exercise of this option, this minimum shall not apply. This option may
only be exercised for whole shares.

        4. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, this option may not be exercised unless the shares issuable
upon exercise of this option are then registered under the Securities Act or, if
such shares are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the
Securities Act.

        5. TERM.

               (a) The term of this option commences on the Date of Grant (as
specified in the Grant Notice) and expires upon the earliest of:

                    (i) the Expiration Date indicated in the Grant Notice;


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                    (ii) the tenth (10th) anniversary of the Date of Grant; or

                    (iii) thirty (30) days after the termination of your
Continuous Service for any reason other than Disability or death, provided that
if during any part of such thirty (30) day period the option is not exercisable
solely because of the condition set forth in paragraph 4 (Securities Law
Compliance), in which event the option shall not expire until the earlier of the
Expiration Date or until it shall have been exercisable for an aggregate period
of thirty (30) days after the termination of Continuous Service.

               (b) Notwithstanding the foregoing:

                    (i) If your Continuous Service terminates due to your
Disability, then this option will continue under its original terms and expire
upon the Expiration Date indicated in the Grant Notice.

                    (ii) If your Continuous Service terminates due to (x) your
death, or (y) your Disability and you subsequently die prior to the Expiration
Date, then this option shall immediately become fully vested and exercisable for
all of the option shares as of the date of your death. This option will then
expire on the earlier occurring of either the Expiration Date or twelve (12)
months after the date of your death.

               (c) If this option is designated an incentive stock option, then
to obtain the federal income tax advantages associated with an "incentive stock
option," the Code requires that at all times beginning on the Date of Grant and
ending on the day three (3) months before the date of exercise, you must be an
employee of the Company or a "parent corporation" or a "subsidiary corporation"
(as those terms are defined in Section 424 of the Code), except in the event of
your death or your Disability. The Company has provided for extended
exercisability of this option under certain circumstances for your benefit, but
does not represent or guarantee that this option will necessarily be treated as
an "incentive stock option."

        6. EXERCISE.

               (a) You may exercise the vested portion of this option during its
term by delivering a notice of exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to such
other person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require pursuant
to subparagraph 7(b) of the Plan.

               (b) By exercising this option you agree that as a condition to
any exercise of this option, the Company may require you to enter an arrangement
providing for the payment by you to the Company of any tax withholding
obligation of the Company arising by reason of (1) the exercise of this option;
(2) the lapse of any substantial risk of forfeiture to which the shares are
subject at the time of exercise; or (3) the disposition of shares acquired upon
such exercise.

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               (c) If this option is an incentive stock option, then by
exercising this option you agree to notify the Company in writing within fifteen
(15) days after the date of any disposition of any of the shares of the Common
Stock issued upon exercise of this option that occurs within two (2) years after
the Date of Grant or within one (1) year after such shares of Common Stock are
transferred upon exercise of this option.

        7. TRANSFERABILITY. This option may be transferred by you to a divorced
spouse through a "qualified domestic relations order" or by will or by the laws
of descent and distribution. A "qualified domestic relations order" shall have
the meaning set forth in the Internal Revenue Code of 1986, as amended, or Title
I of the Employee Retirement Income Security Act, or the rules thereunder.

        8. OPTION NOT A SERVICE CONTRACT. This option is not an employment or
service contract and nothing in this option shall be deemed to create in any way
whatsoever any obligation on your part to continue in the service of the Company
or an Affiliate, or of the Company or an Affiliate to continue your service with
the Company or the Affiliate. In addition, nothing in this option shall obligate
the Company or any Affiliates, their stockholders, Board of Directors, Officers
or Employees to continue any relationship as a Director or Consultant for the
Company or any Affiliate.

        9. NOTICES. Any notices provided for in this option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the last address
you provided to the Company.

        10. GOVERNING PLAN DOCUMENT. This option is subject to all the
provisions of the Plan, the provisions of which are hereby made a part of this
option, and is further subject to all interpretations, amendments, rules and
regulations which may from time to time be promulgated and adopted pursuant to
the Plan. In the event of any conflict between the provisions of this option and
those of the Plan, the provisions of the Plan shall control.