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                                                                    EXHIBIT 10.2

                          SECURITIES PURCHASE AGREEMENT

         This Securities Purchase Agreement is entered into as of March 16,
2000, by and among Franklin Telecommunications Corp., a California corporation
(the "COMPANY"), and the purchasers (the "PURCHASERS") set forth on the
execution pages hereof (the "EXECUTION PAGES").

                                    RECITALS:

         A. The Company and each Purchaser are executing and delivering this
Agreement in reliance upon the exemption from securities registration afforded
by the provisions of Regulation D ("REGULATION D"), as promulgated by the United
States Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "SECURITIES ACT").

         B. Each Purchaser desires to purchase, severally and not jointly,
subject to the terms and conditions stated in this Agreement, (i) shares of the
Company's common stock, without par value (the "COMMON STOCK"), (ii) warrants in
the form attached hereto as Exhibit A (including any warrants issued in
replacement thereof, the "TERM WARRANTS"), to acquire shares of Common Stock,
and (iii) warrants in the form attached hereto as Exhibit B (including any
warrants issued in replacement thereof, the "PROTECTIVE WARRANTS" and, together
with the Term Warrants, the "WARRANTS"). The shares of Common Stock issuable
upon exercise of or otherwise pursuant to the Warrants are referred to herein as
the "WARRANT SHARES."

         C. Contemporaneous with the execution and delivery of this Agreement,
the parties hereto are executing and delivering a Registration Rights Agreement
in the form attached hereto as Exhibit C (the "REGISTRATION RIGHTS AGREEMENT"),
pursuant to which the Company has agreed to provide certain registration rights
under the Securities Act and the rules and regulations promulgated thereunder,
and applicable state securities laws.

         NOW, THEREFORE, the Company and the Purchasers hereby agree as follows:

1. CERTAIN DEFINITIONS.

         For purposes of this Agreement, the following terms shall have the
meanings ascribed to them as provided below:

         "EFFECTIVE DATE" shall mean March 16, 2000 or such other date as the
Company and the Purchaser may agree.

         "INVESTMENT AMOUNT" shall mean the dollar amount to be invested in the
Company at the Closing pursuant to this Agreement by a Purchaser, as set forth
on the Execution Page hereto executed by such Purchaser.

         "MATERIAL ADVERSE EFFECT" shall mean any material adverse effect on (i)
the Securities, (ii) the ability of the Company to perform its obligations
hereunder (including the issuance of the Shares and the Warrants), under the
Warrants (including the issuance of the Warrant Shares) or under the
Registration Rights Agreement or (iii) the business, operations, properties,
prospects or financial condition of the Company and its subsidiaries, if any,
taken as a whole.


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         "SECURITIES" shall mean the Shares, the Warrants and the Warrant
Shares.

         "SHARES" shall mean the shares of Common Stock to be issued and sold by
the Company and purchased by the Purchaser at the Closing (as defined below).

         "TRADING DAY" shall mean a day on which the Common Stock trades on the
principal United States securities exchange or trading market on which such
security is listed or traded as reported by Bloomberg.

         "UNIT" shall mean (i) 10,000 Shares, (ii) a Warrant to purchase 2,500
shares, at an initial exercise price of $2.50 per Share, and (iii) a Protective
Warrant.

2. PURCHASE AND SALE OF UNITS.

         2.1 Generally. The Purchaser shall purchase the number of Units
specified on the Execution Page, and the Company shall issue and sell such
number of Shares and Warrants to each Purchaser for such Purchaser's Investment
Amount as provided below.

         2.2 Purchase Price; Number of Shares and Warrants; Form of Payment;
Closing Date.

             2.2.1 The Company shall sell and each Purchaser shall buy the
number of Units as may be purchased with the Investment Amount set forth on the
Execution Page, and each Purchaser shall pay the Company an amount equal to such
Purchaser's Investment Amount. The purchase price per Unit shall be $15,000.

             2.2.2 Each Purchaser shall pay its Investment Amount by wire
transfer to the trust account of Robert J. Zepfel of Haddan & Zepfel, counsel
for the Company, in accordance with the Company's written wiring instructions
against delivery of certificates representing the Shares and duly executed
Warrants being purchased by such Purchaser, and the Company shall deliver such
Shares and Warrants against delivery of the such Purchaser's Investment Amount.

             2.2.3 Subject to the satisfaction (or waiver) of the conditions
thereto set forth in Section 6 and Section 7 below, the date and time of the
sale of the Shares and the Warrants pursuant to this Agreement (the "CLOSING")
shall be 10:00 a.m., California Time on the Effective Date, or such other date
or time as the parties may mutually agree (the "CLOSING DATE"). The Closing
shall occur at the offices of the Company, 733 Lakefield Road, Westlake Village,
California 91361, or at such other place as the parties may otherwise agree.


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3. PURCHASER'S REPRESENTATIONS AND WARRANTIES.

         Each Purchaser severally and not jointly represents and warrants to the
Company as follows:

         3.1 Purchase for Own Account. The Purchaser is purchasing the
Securities for the Purchaser's own account and not with a present view towards
the distribution thereof. Notwithstanding anything in this Section 3(a) to the
contrary, by making the foregoing representation, the Purchaser does not agree
to hold the Securities for any minimum or other specific term and reserves the
right to dispose of the Securities at any time in accordance with or pursuant to
a registration statement or an exemption from registration under the Securities
Act and any applicable state securities laws.

         3.2 Information. The Purchaser has been furnished all materials
relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by
the Purchaser. The Purchaser has been afforded the opportunity to ask questions
of the Company and has received what the Purchaser believes to be satisfactory
answers to any such inquiries. Neither such inquiries nor any other due
diligence investigation conducted by the Purchaser or its counsel or any of its
representatives shall modify, amend or affect the Purchaser's right to rely on
the Company's representations and warranties contained in Section 4 below.

         3.3 Authorization; Enforcement. The Purchaser has the requisite power
and authority to enter into and perform its obligations under this Agreement and
to purchase the Shares and the Warrants in accordance with the terms hereof.
This Agreement has been duly and validly authorized, executed and delivered on
behalf of the Purchaser and is a valid and binding agreement of the Purchaser
enforceable against the Purchaser in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and other laws affecting creditors' rights and remedies generally and
to general principles of equity (regardless of whether enforcement is sought in
a proceeding at law or in equity).

         3.4 Transfer or Resale. The Purchaser understands that (i) except as
provided in the Registration Rights Agreement, the Securities have not been and
are not being registered under the Securities Act or any state securities laws,
and may not be transferred unless (a) subsequently registered thereunder, or (b)
the Purchaser shall have delivered to the Company an opinion of counsel
reasonably acceptable to the Company (which opinion shall be in form, substance
and scope customary for opinions of counsel in comparable transactions) to the
effect that the Securities to be sold or transferred may be sold or transferred
under an exemption from such registration, or (c) sold under Rule 144
promulgated under the Securities Act (or a successor rule), or (d) sold or
transferred to an affiliate of the Purchaser pursuant to an exemption under the
Securities Act; and (ii) neither the Company nor any other person is under any
obligation to register such Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption
thereunder, in each case, other than pursuant to the Registration Rights
Agreement.


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         3.5 Legends. Purchaser understands that the Shares and the Warrants
and, until such time as the Shares, Warrants and Warrant Shares have been
registered under the Securities Act (including registration pursuant to Rule 416
thereunder) as contemplated by the Registration Rights Agreement or otherwise
may be sold by Purchaser under Rule 144, the Warrants and the certificates for
the Shares and Warrant Shares may bear a restrictive legend in substantially the
following form:

             The securities represented hereby have not been registered under
             the Securities Act of 1933, as amended, or the securities laws of
             any state of the United States or any other jurisdiction. The
             securities represented hereby may not be offered or sold in the
             absence of an effective registration statement for the securities
             under applicable securities laws unless offered, sold or
             transferred pursuant to an available exemption from the
             registration requirements of those laws.

         The legend set forth above shall be removed and the Company shall issue
a certificate without such legend to the holder of any Securities upon which it
is stamped, if, unless otherwise required by state securities laws, (a) the sale
of such Securities is registered under the Securities Act (including
registration pursuant to Rule 416 thereunder), or (b) such holder provides the
Company with reasonable assurances that such Securities can be sold under Rule
144(k). Purchaser agrees to sell all Securities, including those represented by
a certificate(s) from which the legend has been removed, pursuant to an
effective registration statement or under an exemption from the registration
requirements of the Securities Act. In the event the above legend is removed
from any Securities and thereafter the effectiveness of a registration statement
covering such Securities is suspended or the Company determines that a
supplement or amendment thereto is required by applicable securities laws, then
upon reasonable advance notice to Purchaser the Company may require that the
above legend be placed on any such Securities and Purchaser shall cooperate in
the prompt replacement of such legend.

         3.6 Accredited Investor Status. Purchaser is an "accredited investor"
as that term is defined in Rule 501(a) of Regulation D.

4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to each Purchaser as follows:

         4.1 Organization and Qualification. The Company and each of its
subsidiaries is a corporation duly organized and existing in good standing under
the laws of the jurisdiction in which it is incorporated, and has the requisite
corporate power to own its properties and to carry on its business as now being
conducted. The Company and each of its subsidiaries is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in which the nature of the business conducted by it makes such qualification
necessary and where the failure so to qualify would have a Material Adverse
Effect.

         4.2 Authorization; Enforcement. (i) The Company has the requisite
corporate power and authority to enter into and perform its obligations under
this Agreement, the Warrants and the Registration Rights Agreement, to issue and
sell the Shares and the Warrants in accordance with the terms hereof and to
issue the Warrant Shares upon exercise of the Warrants in


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accordance with the terms of the Warrants; (ii) the execution, delivery and
performance of this Agreement, the Warrants and the Registration Rights
Agreement by the Company and the consummation by it of the transactions
contemplated hereby and thereby (including, without limitation, the reservation
for issuance and issuance of the Shares and the issuance of the Warrants, and
the reservation for issuance and issuance of the Warrant Shares) have been duly
authorized by the Company's Board of Directors and no further consent or
authorization of the Company, its Board of Directors or its shareholders is
required by applicable law; (iii) this Agreement has been duly executed and
delivered by the Company; and (iv) this Agreement constitutes, and, upon
execution and delivery by the Company of the Registration Rights Agreement and
the Warrants, such agreements will constitute, valid and binding obligations of
the Company enforceable against the Company in accordance with their respective
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer and other laws affecting creditors' rights and remedies
generally and to general principles of equity (regardless of whether enforcement
is sought in a proceeding at law or in equity).

         4.3 No Conflicts. The execution, delivery and performance of this
Agreement, the Registration Rights Agreement and the Warrants by the Company,
and the consummation by the Company of the transactions contemplated hereby and
thereby (including, without limitation, the reservation for issuance and
issuance of the Shares and the Warrant Shares and the issuance of the Warrants)
will not (i) conflict with or result in a violation of the Articles of
Incorporation or By-laws of the Company, or (ii) conflict with, or constitute a
default (or an event which, with notice or lapse of time or both, would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of any agreement, indenture or instrument to which
the Company or any of its subsidiaries is a party, or result in a violation of
any law, rule, regulation, order, judgment or decree applicable to the Company
or any of its subsidiaries or by which any property or asset of the Company or
any of its subsidiaries is bound or affected (except, with respect to clause
(ii), for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the aggregate,
have a Material Adverse Effect). Neither the Company nor any of its subsidiaries
is in default (and no event has occurred which, with notice or lapse of time or
both, would put the Company or any of its subsidiaries in default) under, nor
has there occurred any event giving others (with notice or lapse of time or
both) any rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture or instrument to which the Company or any of its
subsidiaries is a party, except for actual or possible violations, defaults or
rights as would not, individually or in the aggregate, have a Material Adverse
Effect. The businesses of the Company and its subsidiaries are not being
conducted in violation of any law, ordinance or regulation of any governmental
entity, except for actual or possible violations, if any, the sanctions for
which either singly or in the aggregate would not have a Material Adverse
Effect. Except as specifically contemplated by this Agreement and as required
under the Securities Act and any applicable state securities laws, the Company
is not required to obtain any consent, approval, authorization or order of, or
make any filing or registration with, any court or governmental agency or any
regulatory or self regulatory agency in order for it to execute, deliver or
perform any of its obligations under this Agreement (including, without
limitation, the issuance and sale of the Shares and Warrants as provided
hereby), or the Warrants (including the issuance of the Warrant Shares), in each
case in accordance with the terms hereof or thereof.


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         4.4 SEC Documents; Financial Statements. Since January 1, 1997 the
Company has timely filed all reports, schedules, forms, statements and other
documents required to be filed by it with the SEC pursuant to the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and has filed all
registration statements and other documents required to be filed by it with the
SEC pursuant to the Securities Act (the "SEC DOCUMENTS"). As of their respective
dates, the SEC Documents complied in all material respects with the requirements
of the Exchange Act or the Securities Act, as the case may be, and the rules and
regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Any statements made in any such SEC Documents that are or were
required to be updated or amended under applicable law have been so updated or
amended. As of their respective dates, the financial statements of the Company
included in the SEC Documents complied in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC
applicable with respect thereto. Such financial statements have been prepared in
accordance with United States generally accepted accounting principles,
consistently applied, during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto, or (ii)
in the case of unaudited interim statements, to the extent they may not include
footnotes or may be condensed or summary statements) and fairly present in all
material respects the consolidated financial position of the Company and its
consolidated subsidiaries as of the dates thereof and the consolidated results
of their operations and cash flows for the periods then ended (subject, in the
case of unaudited statements, to normal and recurring year-end audit
adjustments). Except as set forth in the SEC Documents, the Company has no
liabilities, contingent or otherwise, other than (i) liabilities incurred in the
ordinary course of business subsequent to the date of such SEC Documents and
(ii) obligations under contracts and commitments incurred in the ordinary course
of business and not required under generally accepted accounting principles to
be reflected in such SEC Documents, which liabilities and obligations referred
to in clauses (i) and (ii), individually or in the aggregate, would not have a
Material Adverse Effect.

         4.5 Absence of Certain Changes. Except as disclosed in the SEC
Documents, there has been no change or development which individually or in the
aggregate has had or would have a Material Adverse Effect.

         4.6 Absence of Litigation. Except as disclosed in the SEC Documents,
there is no action, suit, proceeding, inquiry or investigation before or by any
court, public board, government agency, self-regulatory organization or body
pending or threatened against or affecting the Company, or any of its
subsidiaries, or any of their respective directors or officers in their
capacities as such which would have a Material Adverse Effect or which would
adversely affect the validity, enforceability of, or the authority or ability of
the Company to perform its obligations under this Agreement (including the
issuance of the Shares and the Warrants), the Registration Rights Agreement, the
Warrants (including the issuance of the Warrant Shares) or any other agreement
or document delivered pursuant hereto or thereto.


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         4.7 Disclosure. All information relating to or concerning the Company
set forth in this Agreement or provided to the Purchaser pursuant to Section 3.2
hereof and otherwise in connection with the transactions contemplated hereby is
true and correct in all material respects and the Company has not omitted to
state any material fact necessary in order to make the statements made herein or
therein, in light of the circumstances under which they were made, not
misleading.

         4.8 No Brokers. Other than LBE Capital, LLC, the Company has not
engaged any person to which or to whom brokerage commissions, finder's fees,
financial advisory fees or similar payments are or will become due in connection
with this Agreement or the transactions contemplated hereby.

         4.9 Form S-3 Eligibility. The Company is currently eligible to register
the resale of its Common Stock on a registration statement on Form S-3 under the
Securities Act. There exist no facts or circumstances that would prohibit or
delay the preparation and filing of a registration statement on Form S-3 with
respect to the Registrable Securities (as defined in the Registration Rights
Agreement).

5. COVENANTS.

         5.1 Reporting Status. So long as the Purchaser beneficially owns any
Securities or has the right to acquire any Securities pursuant to this
Agreement, the Company shall timely file all reports required to be filed with
the SEC pursuant to the Exchange Act, and shall not terminate its status as an
issuer required to file reports under the Exchange Act even if the Exchange Act
or the rules and regulations thereunder would permit such termination.

         5.2 Use of Proceeds. The Company shall use $2,500,000 of the net
proceeds from the sale of the Shares and the Warrants to retire outstanding
indebtedness, and shall use the balance for working capital purposes.

         5.3 Expenses. At the Closing, the Company shall (i) pay LBE Capital,
LLC an amount equal to 6% of the proceeds of the sales of the Securities by the
Purchasers, of which 4% shall be a fee and 2% shall be a nonaccountable expense
allowance, and (ii) shall issue to LBE Capital warrants equivalent to 6% of the
Term Warrants.

         5.4 Reservation of Shares. The Company has and shall at all times have
authorized and reserved for the purpose of issuance a sufficient number of
shares of Common Stock to provide for the issuance of the maximum number of
Shares as provided in Section 2 hereof and the full exercise of the Warrants and
the issuance of the Warrant Shares in connection therewith and as otherwise
required hereby and by the Warrants. The Company shall not reduce the number of
shares reserved for issuance hereunder or upon the full exercise of the Warrants
(except as a result of any such issuance hereunder or exercise of Warrants)
without the consent of the Purchaser.


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         5.5 Listing. The Company shall secure the listing or quotation, as the
case may be, of the Shares and Warrant Shares, in each case, upon each national
securities exchange or automated quotation system, if any, upon which shares of
Common Stock are then listed or quoted (subject to official notice of issuance)
and shall maintain, so long as any other shares of Common Stock shall be so
listed, such listing of all Shares from time to time issuable hereunder and all
Warrant Shares from time to time issuable upon exercise of the Warrants. The
Company will use its best efforts to continue the listing and trading of its
Common Stock on the American Stock Exchange and any other exchange on which such
common stock is currently or in the future listed (the "APPLICABLE EXCHANGE").

6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

         The obligation of the Company hereunder to issue and sell Shares and
Warrants to a Purchaser at the Closing hereunder is subject to the satisfaction,
at or before the Closing Date, of each of the following conditions thereto;
provided, however, that these conditions are for the Company's sole benefit and
may be waived by the Company at any time in its sole discretion.

         6.1 Execution. The applicable Purchaser shall have executed the
signature page to this Agreement and the Registration Rights Agreement, and
delivered the same to the Company.

         6.2 Payment. The applicable Purchaser shall have delivered such
Purchaser's Investment Amount in accordance with Section 2.2 above.

         6.3 Accuracy of Representations and Warranties. The representations and
warranties of the applicable Purchaser shall be true and correct as of the date
when made and as of the Closing Date as though made at that time, and the
applicable Purchaser shall have performed, satisfied and complied in all
material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the applicable
Purchaser at or prior to the Closing Date.

         6.4 No Conflicts. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any court or governmental authority of competent jurisdiction or any
self-regulatory organization having authority over the matters contemplated
hereby which prohibits the consummation of any of the transactions contemplated
by this Agreement.

7. Conditions to Each Purchaser's Obligation to Purchase Shares And Warrants.

         The obligation of each Purchaser hereunder to purchase Shares and
Warrants to be purchased by it hereunder is subject to the satisfaction, at or
before the Closing Date, of each of the following conditions, provided that
these conditions are for such Purchaser's sole benefit and may be waived by such
Purchaser at any time in such Purchaser's sole discretion:

         7.1 Execution. The Company shall have executed the signature pages to
this Agreement and the Registration Rights Agreement, and delivered the same to
the Purchaser.


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         7.2 Certificates. The Company shall have delivered to the Purchaser
duly executed certificates representing the number of Shares and duly executed
Warrants as provided in Section 2(b) above.

         7.3 Accuracy of Representations and Warranties. The representations and
warranties of the Company shall be true and correct as of the date when made and
as of the Closing Date as though made at that time (except for representations
and warranties that speak as of a specific date, which representations and
warranties shall be true and correct as of such date) and the Company shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Company at or prior to the Closing Date.

         7.4 No Conflicts. No statute, rule, regulation, executive order,
decree, ruling, injunction, action, proceeding or interpretation shall have been
enacted, entered, promulgated, endorsed or adopted by any court or governmental
authority of competent jurisdiction or any self-regulatory organization, or the
staff of any thereof, having authority over the matters contemplated hereby
which questions the validity of, or challenges or prohibits the consummation of,
any of the transactions contemplated by this Agreement.

         7.5 Opinion of Counsel. The Purchaser shall have received an opinion of
the Company's counsel, dated as of the Closing Date, in substantially the form
of Exhibit D attached hereto.

         7.6 No Material Changes. From the date of this Agreement through the
Closing Date, there shall not have occurred any Material Adverse Effect.

8. MISCELLANEOUS.

         8.1 Governing Law; Jurisdiction. This Agreement shall be governed by
and construed in accordance with the laws of the State of California applicable
to contracts made and to be performed in the State of California.

         8.2 Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party. This Agreement, once executed by a party, may be
delivered to the other parties hereto by facsimile transmission of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.

         8.3 Headings. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.

         8.4 Severability. If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement or
the validity or enforceability of this Agreement in any other jurisdiction.


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         8.5 Entire Agreement; Amendments; Waiver. This Agreement and the
instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as
specifically set forth herein or therein, neither the Company nor the Purchaser
make any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be waived other than by an
instrument in writing signed by the party to be charged with enforcement and no
provision of this Agreement may be amended other than by an instrument in
writing signed by the Company and the Purchaser.

         8.6 Notices. Any notices required or permitted to be given under the
terms of this Agreement shall be sent by certified or registered mail (return
receipt requested) or delivered personally or by courier or by confirmed
telecopy, and shall be effective five days after being placed in the mail, if
mailed, or upon receipt or refusal of receipt, if delivered personally or by
courier or confirmed telecopy, in each case addressed to a party. The addresses
for such communications shall be:

             If to the Company:

                 Franklin Telecommunications Corp.
                 733 Lakefield Road
                 Westlake Village, CA 91361
                 Telephone No.: (805) 373-8688
                 Facsimile No.: (805) 373-8383
                 Attention: Chief Financial Officer

If to the Purchaser, to the address set forth under the Purchaser's name on the
Execution Page hereto executed by such Purchaser.

         Each party shall provide notice to the other parties of any change in
address.

         8.7 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and assigns. The
Company shall not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Purchasers.

         8.8 Third Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by any other person.

         8.9 Further Assurances. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.


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         8.10 Termination. In the event that the Closing Date shall not have
occurred on or before March 27, 2000, unless the parties agree otherwise, this
Agreement shall terminate at the close of business on such date. Notwithstanding
any termination of this Agreement, any party not in breach of this Agreement
shall preserve all rights and remedies it may have against another party hereto
for a breach of this Agreement prior to or relating to the termination hereof.

         IN WITNESS WHEREOF, the undersigned Purchaser and the Company have
caused this Agreement to be duly executed as of the date first above written.


                                          COMPANY:

                                          FRANKLIN TELECOMMUNICATIONS CORP.


                                          By:
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                                              Name:
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                                              Title:
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                                          PURCHASER:

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                                          Address:
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                                          Telephone No.:
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                                          Fax No.:
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                                          Investment Amount $
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