LEAP WIRELESS INTERNATIONAL INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>a10170exv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
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                                                                    EXHIBIT 10.2

                     FIRST AMENDMENT TO AMENDED AND RESTATED
                         EXECUTIVE EMPLOYMENT AGREEMENT

      THIS FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT (this "Amendment"), effective as of June 17, 2005, is entered into by
and among LEAP WIRELESS INTERNATIONAL, INC., a Delaware corporation ("Parent"),
CRICKET COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and S.
Douglas Hutcheson ("Executive"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Original
Agreement (as defined below). All Section, Exhibit and Attachment references in
this Amendment are to Sections, Exhibits and Attachments of the Original
Agreement.

      WHEREAS, Parent, the Company and Executive are parties to that certain
Amended and Restated Executive Employment Agreement (the "Original Agreement"),
effective as of January 10, 2005.

      WHEREAS, the parties desire to amend the Original Agreement as set forth
below to amend the vesting schedule applicable to the restricted stock awards to
be made by Parent to Executive pursuant to the Original Agreement.

      NOW, THEREFORE, in consideration of the foregoing, the parties hereby
amend the Original Agreement as follows:

      1. Paragraph 1 of Exhibit B to Attachment A-1 to Exhibit A to the Original
Agreement. Paragraph 1 of Exhibit B to the form of Restricted Stock Award Grant
Notice and Restricted Stock Award Agreement attached as Attachment A-1 to
Exhibit A to the Original Agreement is hereby amended to read as follows:

            "1. Time-Based Vesting. Subject to any accelerated vesting pursuant
to paragraphs 2, 3 and 4 below, the Unreleased Shares shall be released from the
Company's Repurchase Option in their entirety on February 28, 2008, if the
Holder is an Employee, Director or Consultant on such date."

      2. Paragraph 4 of Exhibit E to Attachment A-1 to Exhibit A to the Original
Agreement. The reference to "one hundred twenty (120) days" in Paragraph 4 of
the Joint Escrow Instructions attached as Exhibit E to the Form of Restricted
Stock Award Grant Notice and Restricted Stock Award Agreement attached as
Attachment A-1 to Exhibit A to the Original Agreement is hereby amended to read
"one hundred fifty (150) days."

      3. Paragraph 4 of Exhibit E to Attachment A-4 to Exhibit A to the Original
Agreement. The reference to "one hundred twenty (120) days" in Paragraph 4 of
the Joint Escrow Instructions attached as Exhibit E to the Form of Restricted
Stock Award Grant Notice and Restricted Stock Award Agreement attached as
Attachment A-4 to Exhibit A to the Original Agreement is hereby amended to read
"one hundred fifty (150) days."

      4. Miscellaneous. This Amendment shall be and is hereby incorporated in
and forms a part of the Original Agreement. All other terms and provisions of
the Original Agreement shall remain unchanged except as specifically modified
herein.

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      IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date set forth above.

                                              LEAP WIRELESS INTERNATIONAL, INC.

                                              By: /s/ Robert J. Irving, Jr.
                                                  ______________________________
                                              Name: Robert J. Irving, Jr.
                                                    ____________________________
                                              Title: Secretary
                                                     ___________________________

                                              CRICKET COMMUNICATIONS, INC.

                                              By: /s/ Robert J. Irving, Jr.
                                                  ______________________________
                                              Name: Robert J. Irving, Jr.
                                                    ____________________________
                                              Title: Secretary
                                                     ___________________________

                                              EXECUTIVE

                                               /s/ S. Douglas Hutcheson
                                              __________________________________
                                              S. Douglas Hutcheson

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