EMERGENCE BONUS AGREEMENT

Employee Bonus Plan Agreement

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Title: EMERGENCE BONUS AGREEMENT
Date: 5/16/2005
Industry: COMSRV Sector: SERVIC

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EXHIBIT 10.16.2

EMERGENCE BONUS AGREEMENT

This Emergence Bonus Agreement, effective as of February 17, 2005, is

entered into between David Davis ("Executive") and Cricket Communications, Inc.

("Cricket).

Recitals

A. On April 13, 2003, Cricket, Leap Wireless International, Inc. ("Leap"),

and substantially all of their respective subsidiaries filed voluntary petitions

for relief under Chapter 11 of the United States Bankruptcy Code.