CONSULTING AGREEMENT ? 2008 BETWEEN LEAP WIRELESS INTERNATIONAL, INC. AND STEVEN R. MARTIN

EXHIBIT 10.10.18

CONSULTING AGREEMENT — 2008

BETWEEN

LEAP WIRELESS INTERNATIONAL, INC.

AND

STEVEN 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 corporation organized and existing under the laws of the State of Delaware and having its principal place of business 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, California 92038.

     In consideration of the promises and mutual covenants hereinafter set forth, Leap and Contractor hereby agree as follows:

1.		SCOPE OF AGREEMENT
		Contractor shall perform the consulting services described in Exhibit A including supervision, 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 shall be performed to Leap’s satisfaction in accordance with the highest professional standards in the field.
	1.2		Contractor shall remove, at Leap’s request, any employee or subcontractor furnished by Contractor, who in Leap’s opinion is incapable, uncooperative, or otherwise unacceptable in the performance of the Services.

2.		COMPENSATION
		a. Payment . Leap shall compensate Contractor for the Services in accordance with Exhibit B; provided, however, that Leap’s total liability under this Agreement shall not exceed $225,000 (calculated without regard to the restricted stock granted to Contractor as described in Exhibit B) unless Leap so agrees in writing.

		b.  Invoices . Contractor shall submit to Leap on a monthly basis invoices requesting payment, 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 time communicate to Contractor, or Contractor may otherwise gain access to, certain confidential business and/or technical information with respect to Leap’s operations, business plans and/or intellectual property (the “Information”). Contractor shall treat all Information as confidential, whether or not so identified, and shall not disclose, or permit the disclosure of, any Information without the prior written consent of Leap. Contractor shall limit the use and disclosure of the Information within its organization to the extent necessary to perform the Services and shall inform all such disclosees of the confidential nature of such Information and of Contractor’s obligations under this Paragraph 3. The foregoing obligations of this Paragraph 3 shall not apply to any Information which has been or is through no fault of Contractor hereafter disclosed in publicly available sources of information. The terms of this Agreement are in addition to the terms of any nondisclosure agreement currently in effect between Leap and Contractor, and in the event of any inconsistency between the terms of such agreements, those terms which are most protective of the Information shall prevail.
	3.2.		Confidentiality of Work Product . Contractor shall not disclose to any party, including but not limited to any subcontractor, without the prior written consent of Leap any of (i) Contractor’s works, discoveries, inventions and innovations resulting 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 by Contractor 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 any termination, expiration or upon request by Leap, all copies of such Information and all Work Product shall be immediately returned to Leap.

4.

PROPRIETARY RIGHTS

	4.1.		Rights to Information . Contractor acknowledges and agrees that all Information shall remain the property of Leap, and no license, express or implied, to use any of Leap’s intellectual property is granted under this Agreement, except as specifically required to provide the Services.
	4.2.		Assignment of Work Product . All Work Product shall be promptly communicated to Leap. As additional consideration for the compensation to be paid to Contractor under this Agreement, Contractor shall assign to Leap all of its right, title and interest in and to all Work Product immediately upon origination, preparation or discovery thereof and regardless of the medium of expression thereof. Contractor shall communicate to Leap or its representatives all facts known to it respecting such Work Product. Further, whenever requested, Contractor shall testify in all legal proceedings, sign all lawful papers and otherwise perform all acts necessary or appropriate to enable Leap and its successors and assigns to obtain and enforce legal protections for all such Work Product in all countries, for which Leap may pay Contractor a reasonable fee. All Work Product shall become the exclusive property of Leap, and Contractor shall be deemed to have relinquished all right, title and interest in 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 in full force and effect until July 4, 2008 unless sooner terminated by either party upon thirty (30) days’ written notice to the other party. In the event of such termination or upon expiration of this Agreement, Contractor shall return to Leap any and all equipment, documents and other materials containing any Information which Contractor has received from Leap, any and all Work Product, and all copies thereof made by Contractor, and Leap’s sole obligation shall be to pay Contractor in accordance with Paragraph 2 above the compensation due for the Services actually completed as of the effective date of such termination or expiration, provided, however, any such payment shall be subject to any provision for the limit 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 independent contractor and not as an employee of Leap. Contractor retains sole and absolute discretion, control and judgment regarding the manner and

means of performing and providing the Services, except as to the policies and procedures set forth herein. Contractor understands and agrees that it shall not be entitled to any of the rights and privileges established for Leap’s employees, including but not limited to: retirement benefits; medical, life insurance or disability coverage; severance pay; and paid vacation or sick pay. Contractor understands and agrees that Leap will not pay or withhold from the compensation paid to Contractor any sums customarily paid or withheld for or on behalf of employees for income tax, unemployment insurance, social security, workers compensation or any other withholding tax, insurance or payment, and all such payments as may be required by law are the sole responsibility of Contractor. Contractor agrees to hold Leap harmless against and indemnify Leap for any of such payments of