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                                                                    EXHIBIT 10.8


                  SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT

         This is the second amendment (the "Amendment"), dated February 8, 2000,
by and between CRESCENT INTERNATIONAL LIMITED (the "Investor"), an entity
organized and existing under the laws of Bermuda, and FRANKLIN
TELECOMMUNICATIONS CORP. (the "Company"), a corporation organized and existing
under the laws of the State of California, to the Stock Purchase Agreement,
dated August 30, 1999, as amended by the Amendment to Stock Purchase Agreement,
dated September 14, 1999 (the "Agreement"), by and between the Investor and the
Company. All capitalized terms used and not otherwise defined herein shall have
the same meanings as when used in the Agreement.

         WHEREAS, pursuant to the terms of the Agreement, the Investor has
purchased and the Company has issued and sold shares of Common Stock through the
Early Put for an Investment Amount of $2,000,000;

         WHEREAS, the Company and the Investor wish to amend further the
Agreement to provide for the Investor to purchase and the Company to issue and
sell additional shares of Common Stock through the February Put, as defined
below, for an Investment Amount of $1,500,000; and

         NOW, THEREFORE, the parties agree as follows:

1.   Section 1.27 of the Agreement is amended and restated in its entirety to
     read as follows:

     "Outstanding" when used with reference to Common Stock or Capital Shares
     (collectively the "Shares"), shall mean, at any date as of which the number
     of such Shares is to be determined, all issued and outstanding Shares, and
     shall include all such Shares issuable in respect of outstanding scrip or
     any certificates representing fractional interests in such Shares;
     provided, however, that "Outstanding" shall not refer to any such Shares
     then directly or indirectly owned or held by or for the account of the
     Company.

2.   Section 1.31 of the Agreement is amended and restated in its entirety to
     read as follows:

     "Put" shall mean the Early Put, the February Put and each occasion the
     Company elects to exercise its right to require the Investor to purchase a
     discretionary amount of the Company's Common Stock, subject to the terms
     and conditions of this Agreement.

3.   Section 1.38 of the Agreement is amended and restated in its entirety to
     read as follows:

     "Registration Rights Agreement" shall mean the Registration Rights
     Agreement, dated August 30, 1999, as amended by the Amendment to
     Registration Rights Agreement, dated September 14, 1999, and as further
     amended by the Second Amendment to Registration Rights Agreement, dated the
     date hereof, by and between the Investor and the Company.

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4.   Section 1.50 of the Agreement is amended and restated in its entirety to
     read as follows:

     "Warrants" shall mean the Early Put Warrant, the February Put Warrant and
     the Incentive Warrant.

5.   Section 1.51 of the Agreement is amended and restated in its entirety to
     read as follows:

     "Warrant Shares" shall mean the Early Put Warrant Shares, the February Put
     Warrant Shares and the Incentive Warrant Shares.

6.   Section 2.1(c) of the Agreement is amended and restated in its entirety to
     read as follows:

          (c) Early Put, February Put. The Company shall issue and sell and the
     Investor shall purchase, (i) on the Subscription Date, shares of the Common
     Stock for an Investment Amount of $1,000,000 at the Purchase Price on the
     Subscription Date, (ii) on September 14, 1999, shares of the Common Stock
     for an Investment Amount of $1,000,000 at the Purchase Price on the
     Subscription Date (the transactions described in clauses (i) and (ii) are
     collectively referred to as the "Early Put," and all shares described in
     clauses (i) and (ii) are collectively referred to herein as the "Early Put
     Shares") and (iii) on February 8, 2000, 841,515 shares of the Common Stock
     for an Investment Amount of $1,500,000 at the Purchase Price of $1.7825 per
     share (the "February Put," and all such shares are referred to as the
     "February Put Shares"). For the purpose only of the Early Put and the
     February Put, the Investor waives the requirements of Section 2.2, and the
     conditions set forth in paragraphs (a), (b), (i), (j), (k) and (m) of
     Section 7.2 hereof. Notwithstanding anything to the contrary set forth
     herein, for the purposes of Section 2.3, a Put Notice shall be deemed to
     have been delivered with respect to the February Put with an Investment
     Amount indicated thereon of $1,500,000, and the Closing Date for the
     February Put shall be February 8, 2000 (the "February Put Closing Date").
     The Company's independent counsel shall deliver to the Investor on the
     February Put Closing Date an opinion relating to the February Put in the
     form of Exhibit D.

7.   Section 2.1(d) of the Agreement is amended and restated in its entirety to
     read as follows:

          (d) Early Put Warrants, February Put Warrants. In addition to the
     Incentive Warrant (as defined hereinafter), (i) on the Subscription Date,
     the Company shall issue to the Investor an Early Put Warrant with an
     exercise price of $0.01 for each share of Common Stock, and (ii) on
     February 8, 2000, the Company shall issue to the Investor a warrant in the
     form of Exhibit G hereto (the "February Put Warrant"), with an exercise
     price of $0.01 for each share of Common stock (such shares of Common Stock
     issued or issuable pursuant to the exercise of the February Put Warrant
     being the "February Put Warrant Shares").

8.   Section 2.4 of the Agreement is amended and restated in its entirety to
     read as follows:

          Section 2.4 Termination of Agreement and Investment Obligation. The
     Company shall have the right to terminate this Agreement at any time upon
     thirty


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     (30) days' written notice to the Investor. The Investor shall have the
     right to immediately terminate this Agreement (including with respect to
     any Put, notice of which has been given but the applicable Closing Date has
     not yet occurred) in accordance with Section 6.12 or in the event that: (i)
     the Registration Statement with respect to Registrable Securities relating
     to the Early Put is not effective within ninety-seven (97) days following
     the Subscription Date, (ii) a Registration Statement with respect to
     Registrable Securities relating to the February Put is not effective by
     June 7, 2000, (iii) there shall occur any stop order or suspension of the
     effectiveness of the Registration Statement for an aggregate of thirty (30)
     Trading Days during the Commitment Period and (iv) the Company shall at any
     time fail to comply with the requirements of Section 6.2, 6.3, 6.4, 6.5,
     6.6, 6.8 or 6.9.

9.   The preamble to Article IV of the Agreement is amended and restated in its
     entirety to read as follows:

     The Company represents and warrants to the Investor that on the
     Subscription Date, each Effective Date, the February Put Closing Date and
     each subsequent Closing Date:

10.  Section 7.2(a) of the Agreement is amended and restated in its entirety to
     read as follows:

          (a) Registration of the Registrable Securities with the SEC. As set
     forth in the Registration Rights Agreement, the Company shall have filed
     with the SEC either:

              (i)  a Registration Statement covering the resale of the
                   Registrable Securities relating to the Early Put that shall
                   have been declared effective by the SEC in no event later
                   than ninety-seven (97) days after the Subscription Date, a
                   Registration Statement covering the resale of Registrable
                   Securities relating to the February Put that shall have been
                   declared effective by the SEC in no event later than June 7,
                   2000, and a Registration Statement covering the resale of
                   Registrable Securities relating to all subsequent Puts that
                   shall have been declared effective by the SEC prior to any
                   subsequent Put; or

              (ii) a Combined Registration Statement (as defined in the
                   Registration Rights Agreement) that shall have been declared
                   effective by the SEC in no event later than ninety-seven (97)
                   days after the Subscription Date.

11.  Section 7.2(b) of the Agreement is amended and restated in its entirety to
     read as follows:

          (b) Effective Registration Statement. As set forth in the Registration
     Rights Agreement, the Registration Statement(s) shall have previously
     become effective and shall remain effective on each Condition Satisfaction
     Date and (i) neither the Company nor the Investor shall have received
     notice that the SEC has


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     issued or intends to issue a stop order with respect to a Registration
     Statement or that the SEC otherwise has suspended or withdrawn the
     effectiveness of a Registration Statement, either temporarily or
     permanently, or intends or has threatened to do so (unless the SEC's
     concerns have been addressed and the Investor is reasonably satisfied that
     the SEC no longer is considering or intends to take such action), (ii) no
     other suspension of the use or withdrawal of the effectiveness of such
     Registration Statement or related prospectus shall exist, (iii) with
     respect to each Put subsequent to the February Put, the Company shall have
     notified the Investor in accordance with Section 6.8 that each Registration
     Statement covering the Registrable Securities relating to the Early Put and
     the February Put have been declared effective by the SEC, and (iv) at least
     30 days shall have elapsed since the Initial Registration Statement (as
     defined in the Registration Rights Agreement) has been declared effective
     by the SEC.

12.  Copies of any notices, demands, requests, consents, approvals and other
     communications required to be sent to Rogers & Wells LLP pursuant to
     Section 10.4 shall instead be sent to Clifford Chance Rogers & Wells LLP,
     200 Park Avenue, 52nd Floor, New York, NY 10166, Attention: Sara Hanks,
     Esq./Earl S. Zimmerman, Esq., Telephone: (212) 878-8000, Facsimile: (212)
     878-8375

     IN WITNESS WHEREOF, this Amendment has been entered into on the day and
year first herein written.


                                            CRESCENT INTERNATIONAL LIMITED


                                            By: /s/ Mel Craw     /s/ Maxi Brezzi
                                                --------------------------------
                                                Name:  Mel Craw      Maxi Brezzi
                                                Title:



                                            FRANKLIN TELECOMMUNICATIONS CORP.


                                            By: /s/ Tom Russell
                                                --------------------------------
                                                Name:  Tom Russell
                                                Title: VP - CFO



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