LEAPFROG ENTERPRISES, INC. 6401 Hollis Street Suite 100 Emeryville, CA 94608-1071 (February 28th, 2011)

This letter (the Agreement) sets forth the terms of your resignation from employment with LeapFrog Enterprises, Inc. (the Company) and transition to the role of Chairman of the Companys Board of Directors (the Board).

AMENDMENT No. 1 TO INDUSTRIAL LEASE NET (February 22nd, 2011)

THIS AMENDMENT (Amendment) is made and entered into as of March 29, 2010, by and between CAMPBELL HAWAII INVESTOR LLC, a Hawaii limited liability company (Lessor), and LEAPFROG ENTERPRISES, a Delaware corporation (Lessee).

Amendment No. 2 to Amended and Restated Loan and Security Agreement (February 3rd, 2011)

This Amendment No. 2 to Amended and Restated Loan and Security Agreement (this Amendment), dated as of January 31, 2011, is made by LeapFrog Enterprises, Inc., a Delaware corporation (the Borrower), the Lenders (as such term is defined in the Loan Agreement referred to below) party to the Loan Agreement referred to below, and Bank of America, N.A., as agent for the Lenders (in such capacity, the Agent).

September 29, 2010 Michael J. Dodd LeapFrog Enterprises, Inc. 6401 Hollis Street Emeryville, CA 94608 (November 2nd, 2010)

This letter confirms the changes in your compensation arrangements recently approved by LeapFrogs Board of Directors and discussed with you.

Leapfrog Enterprises, Inc. Executive Management Severance and Change in Control Benefit Plan Adopted October 30, 2007 Amended September 29, 2010 (November 2nd, 2010)

September 29, 2010 Michael Y. Chai LeapFrog Enterprises, Inc. 6401 Hollis Street Emeryville, CA 94608 (November 2nd, 2010)

This letter confirms the changes in your compensation arrangements recently approved by LeapFrogs Board of Directors and discussed with you.

September 29, 2010 William K. Campbell LeapFrog Enterprises, Inc. 6401 Hollis Street Emeryville, CA 94608 (November 2nd, 2010)

This letter confirms the changes in your compensation arrangements recently approved by LeapFrogs Board of Directors and discussed with you.

Re: LeapFrog Enterprises, Inc. Executive Management Severance and Change in Control Benefit Plan (May 4th, 2010)

You previously have been designated by LeapFrog Enterprises, Inc. (the Company) as an Eligible Employee under the LeapFrog Enterprises, Inc. Executive Management Severance and Change in Control Benefit Plan (the Plan). Section 7(b) of the Plan permits the Company to amend the Plan at any time up until the period (the Change in Control Period) beginning three months before and ending twelve months after a Change in Control. During a Change in Control Period, the Company may not amend the Plan in any way that adversely affects any Eligible Employees benefits under the Plan without the express written consent of the Eligible Employee.

Employment Agreement (May 4th, 2010)

This EMPLOYMENT AGREEMENT (Agreement), is entered into between LEAPFROG ENTERPRISES, INC., a Delaware corporation (the Company), and WILLIAM CHIASSON (Executive) and shall be deemed effective as of March 1, 2010 (the Effective Date). The Company and Executive are each separately referred to as a Party and collectively as the Parties.

Re: LeapFrog Enterprises, Inc. Executive Management Severance and Change in Control Benefit Plan (May 4th, 2010)

You previously have been designated by LeapFrog Enterprises, Inc. (the Company) as an Eligible Employee under the LeapFrog Enterprises, Inc. Executive Management Severance and Change in Control Benefit Plan (the Plan). Section 7(b) of the Plan permits the Company to amend the Plan at any time up until the period (the Change in Control Period) beginning three months before and ending twelve months after a Change in Control. During a Change in Control Period, the Company may not amend the Plan in any way that adversely affects any Eligible Employees benefits under the Plan without the express written consent of the Eligible Employee.

LEAPFROG ENTERPRISES, INC. As Borrower AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of August 13, 2009 CERTAIN FINANCIAL INSTITUTIONS, as Lenders, BANK OF AMERICA, N.A., as Agent and BANC OF AMERICA SECURITIES LLC as Lead Arranger and Lead Book Manager (November 3rd, 2009)

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of August 13, 2009, among LEAPFROG ENTERPRISES, INC., a Delaware corporation (Borrower), the financial institutions party to this Agreement from time to time as lenders (collectively, Lenders), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (Agent).

Contract (May 21st, 2008)

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT dated as of May 15, 2008 among LeapFrog Enterprises, Inc., a Delaware Corporation (the Borrower), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the Lenders (the Lenders) and Bank of America, N.A., as agent for the Lenders (the Agent).

Sixth Amendment to Lease (May 9th, 2006)

THIS SIXTH AMENDMENT TO LEASE (Agreement) dated this 22 day of March, 2006, is made and entered into by and between HOLLIS STREET INVESTORS, L.L.C., a Delaware limited liability company (Landlord) and LEAPFROG ENTERPRISES, INC., a Delaware corporation (Tenant).

CREDIT AGREEMENT Dated as of November 8, 2005 Among THE FINANCIAL INSTITUTIONS NAMED HEREIN as the Lenders and BANC OF AMERICA SECURITIES LLC as the Sole Lead Arranger and Sole Book Manager and BANK OF AMERICA, N.A. As the Agent and LEAPFROG ENTERPRISES, INC. As the Borrower (November 9th, 2005)

This Credit Agreement, dated as of November 8, 2005, (this Agreement) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a Lender and collectively as the Lenders), Banc of America Securities LLC, as sole lead arranger and sole book manager (the Arranger), Bank of America, N.A. with an office at 55 South Lake Avenue, Suite 900, Pasadena, CA 91101, as agent for the Lenders (in its capacity as agent, the Agent), and LEAPFROG ENTERPRISES, INC. (the Borrower).

November 11, 2004 William Chiasson [Address Omitted] Dear Bill: (March 29th, 2005)

We are pleased to offer you a full-time exempt position as Chief Financial Officer for LeapFrog Enterprises Inc. (LeapFrog or the Company), effective November 11, 2004. You will be based out of our Emeryville office at 6401 Hollis Street, Suite 150, and you will report to Tom Kalinske, Chief Executive Officer.

Fifth Amendment to Lease (March 29th, 2005)

THIS FIFTH AMENDMENT TO LEASE (Agreement) dated this 7th day of March, 2005, is made and entered into by and between HOLLIS STREET INVESTORS, L.L.C., a Delaware limited liability company (Landlord) and LEAPFROG ENTERPRISES, INC., a Delaware corporation (Tenant).