LeapFrog Enterprises, Inc. Executive Offer Letter to Nancy G. MacIntyre (January 23, 2007)

Base Salary: $275,000 on an annualized basis, less standard deductions and withholdings.

Signing Bonus: Signing bonus of $75,000, minus applicable taxes, payable through normal payroll process on first paycheck, and to be returned to LeapFrog on a pro-rata basis in the event you voluntarily resign within the first twelve (12) months of your employment with the company.

Bonus: As per the Company’s Executive Bonus Plan, your annual bonus potential at the target bonus opportunity level is 50% of base pay earnings, based upon the company’s attainment of established financial goals and achievement of individual goals and objectives. For the 2007 bonus plan the Company will pay you a minimum of $68,750 (one half of your annual target) (assuming your are still a LeapFrog employee at this time).

Group Health and 401(k) Benefits: The effective date for medical, dental and vision insurance and the 401(k) Plan is upon date of hire.

Vacation Time: Accrual of four weeks of vacation per year.

Expense Reimbursement: During your employment, you will be reimbursed by LeapFrog for ordinary and normal out-of-pocket expenses incurred in the course of your employment, in accordance with LeapFrog’s expense reimbursement policy and practice.

Severance: In the event your employment is terminated by LeapFrog without Cause (as defined below) you will receive salary continuation equal to twelve (12) months of your then current base salary and reimbursement for any COBRA payments for medical and/or dental coverage made by you for a period of twelve (12) months following termination of employment (the “Severance Benefit”). As a precondition of giving you the Severance Benefits, the Company must first receive from you a signed general release of claims in the form required by the Company (the “Release”) and you must allow the Release to become effective.

For purposes of this Agreement, “Cause” shall mean the occurrence of one or more of the following: (a) your indictment or conviction of any crime involving moral turpitude or dishonesty; (b) your participation in any fraud against the Company or its successor; (c) breach of your duties to the Company or its successor, including, without limitation, persistent unsatisfactory performance of job duties; (d) intentional damage to any property of the Company or its successor; (e) willful conduct that is demonstrably injurious to the Company or its successor, monetarily or otherwise; (f) breach of any agreement with the Company or its successor, including (without limitation) your Proprietary Information and Inventions Agreement or (g) conduct by you that in the good faith and reasonable determination of the Company demonstrates gross unfitness to serve. Physical or mental disability or death shall not constitute Cause.

Stock Options: The Compensation Committee of the Board of Directors will approve the grant of an option to you for the purchase of 100,000 shares of the company’s Class A Common Stock. All stock options are subject to approval by the Compensation Committee and/or the Board of Directors, the terms of the equity plan and the individual grant. 50% of these options shall have an exercise price equal to the closing fair market value of the Class A Common Stock on the trading prior to the date of the grant (“Fair Market Value”, as defined in our plans), 25% of these options will be priced at 133% of Fair Market Value, and 25% will be priced at 167% of Fair Market Value. The options shall vest over a four year period, or until your employment ends, as follows:

Twenty-five percent (25%) of the shares subject to the option shall vest at twelve (12) months after the hire date, and

1/36th of the remainder shall vest monthly thereafter for 36 consecutive months.

Annual Stock Option Program: Eligible to participate in the annual stock option program beginning in calendar year 2008, at the executive officer level.

Hilda West

Senior Vice President, Human Resources