COMMON STOCK PURCHASE AGREEMENT

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Exhibit 10.1



                                  COMMON STOCK
                               PURCHASE AGREEMENT

         THIS COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is made as of
the 1st day of October, 2009 (the "Effective Date"), by and between Diffon
Corporation, a South Korean corporation (the "Company") and Franklin Wireless
Corporation, a Nevada corporation (the "Purchaser").

                                    RECITALS

A. The Company wishes to obtain, and the Purchaser is willing to sell and issue
shares of common stock of the Company, on the terms and subject to the
conditions set forth in this Agreement.

         NOW THEREFORE, the parties hereby agree as follows:

         1. Purchase and Sale of Securities.

                  1.1. Authorization and Sale of Common Stock.

                           (a) On the terms and subject to the conditions set
forth in this Agreement and the exhibits hereto; (i) Purchaser agrees to
purchase from the Company at the Closing (as defined below) and the Company
agrees to sell and issue to the Purchaser at the Closing, Six Hundred Sixty Six
Thousand, Six Hundred Sixty Seven (666,667) shares of the Company's Common Stock
(for the purchase price of KW 1,500 or US $1.25 per share for an aggregate
purchase price of KW 1,000,000,000 or US $833,333 (the "Purchase Price"). The
shares of Common Stock to be issued and sold pursuant to this Agreement are
referred to as the "Shares."

                  1.2. Closing. The closing of the purchase and sale of the
Shares shall take place at the offices of Solomon Ward Seidenwurm & Smith LLP,
401 B Street, Suite 1200 San Diego, CA, California 92101 at 10:00 a.m., P.D.T.,
on October 5, 2009 (the "Closing Date") or at such other time and place as the
Company and Purchaser mutually agree (the "Closing").

                           1.2.1 At the Closing, the Company shall deliver to
Purchaser (a) a counterpart of the Stockholders Agreement in the form attached
as Exhibit A (the "Stockholders Agreement"), duly executed by the Company, Ji Ho
Cho and Seok Kwon Hong (the "Major Shareholders"); (b) a counterpart of the
Share Exchange Agreement in the form attached as Exhibit B (the "Exchange
Agreement") duly executed by the Company, and the Major Shareholders; (c) a
share certificate for 666,667 Shares registered in Purchaser's name; and (d) a
counterpart of a Product Supply and Purchase Agreement ("Supply Agreement")
executed by the Company, a copy of which is attached hereto as Exhibit C. The
Stockholders Agreement, Exchange Agreement and Supply Agreement are referred to
as the "Ancillary Agreements"

                           1.2.2 At the Closing, Purchaser shall (a) pay the
Purchase Price by check or wire transfer to an account designated by the
Company, (b) deliver to the Company a counterpart of the Stockholders Agreement
duly executed by Purchaser; (c) a counterpart of the Exchange Agreement duly
executed by Purchaser; and a counterpart of the Supply Agreement duly executed
by Purchaser.

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         2. Representations and Warranties of the Company.

         The Company hereby makes the representations and warranties set forth
in this Article as of the Effective Date and as of the Closing, all of which
representations and warranties are being relied on by the Purchaser and will
survive the acquisition of the Shares by the Purchaser.

                  2.1. Power. Organization and Good Standing, The Company is a
corporation duly organized and existing under, and by virtue of, the laws of
South Korea and is and in good standing under such laws. The Company is
qualified to do business as a foreign corporation, and is in good standing in
the State of California and in each jurisdiction where the failure to be so
qualified would reasonably be expected to have a material adverse effect on the
Company's financial condition or business as presently conducted (a "Material
Adverse Effect"). The Company has the requisite corporate power to own and
operate its properties and assets and to carry on its business as presently
conducted. The Company has all requisite legal and corporate power to execute
and deliver this Agreement, to sell and issue the Shares hereunder and to carry
out and perform its obligations under the terms of this Agreement. True and
correct copies of the Company's Charter, governing instruments and minutes of
the Board of Directors and shareholders of the Company have been made available
to Purchaser.

                  2.2. Subsidiaries. The Company has no subsidiaries.

                  2.3. Capitalization. As of the Closing, the authorized capital
stock of the Company consists of 5,000,000 shares of Common Stock, of which
1,420,000 shares are issued and outstanding and of which 100,000 are reserved
for issuance of stock options. All such outstanding shares have been duly
authorized and validly issued, and will be fully paid and nonassessable. Upon
the Closing, and assuming the consummation of the transaction contemplated by
the Exchange Agreement, Purchaser will hold 51% of the outstanding capital stock
of the Company. There are no options, warrants, conversion privileges or other
rights presently outstanding to purchase or otherwise acquire any authorized but
unissued shares of capital stock or other securities of the Company. Upon
issuance at the Closing, the Shares shall have been issued in compliance with
all applicable laws.

                  2.4. Authorization. This Agreement when executed by the
Company, shall constitute valid and binding obligations of the Company,
enforceable in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors' rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies. The Ancillary Agreements when executed and
delivered by the Company and the Major Shareholders, as applicable, shall
constitute valid and binding obligations of the Company and the Major
Shareholders, as applicable, enforceable in accordance with their respective
terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting
enforcement of creditors' rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief, or other equitable
remedies, and (iii) to the extent the indemnification provisions contained in
the Stockholders Agreement may be limited by applicable United States federal or
state securities laws. The Shares, when issued in compliance with the provisions
of this Agreement will be validly issued and will be fully paid and
nonassessable and free of any liens or encumbrances.

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         2.5. Agreements; Action.

                  (a) There are no agreements, understandings or proposed
transactions between the Company and any of its officers, directors, Affiliates,
or any Affiliate thereof. "Affiliate" means as to any person or entity, a person
or entity controlling, controlled by or under common control with such person or
entity.

                  (b) Except for the Ancillary Agreements contemplated by the
Agreement, there are no agreements, understandings, instruments, contracts or
proposed transactions to which the Company or any of its subsidiaries or
predecessors is a party or by which it is bound that involve (1) obligations
(contingent or otherwise) of, or payments to, the Company or any of its
subsidiaries in excess of, US $25,000, (ii) the license of any patent,
copyright, trade secret or other proprietary right to or from the Company or any
of its subsidiaries, or (iii) the grant of rights to manufacture, produce,
assemble, license, market, or sell its products to any other person or affect
the Company's exclusive right to develop, manufacture, assemble, distribute,
market or sell its products.

                  (c) The Company has not (i) declared or paid any dividends, or
authorized or made any distribution upon or with respect to any class or series
of its capital stock, (ii) incurred any indebtedness for money borrowed or
incurred any other liabilities individually in excess of US $25,000 or in excess
of US $100,000 in the aggregate, (iii) made any loans or advances to any person,
other than ordinary advances for travel expenses, or (iv) sold, exchanged or
otherwise disposed of any of its assets or rights, other than the sale of its
inventory in the ordinary course of business.

                  (d) For the purposes of subsections (b) and (c) above, all
indebtedness, liabilities, agreements, understandings, instruments, contracts
and proposed transactions involving the same person or entity (including persons
or entities the Company has reason to believe are affiliated with that person or
entity) shall be aggregated for the purposes of meeting the individual minimum
dollar amounts of each such subsection.

                  2.6. Financial Statements and Changes. The Company has
delivered to Purchaser its unaudited balance sheet and income statement as of
and for the fiscal years ended December 31, 2007 and December 31, 2008 and its
balance sheet and income statement as of and for the eight months ended August
31, 2009 (the "Financial Statements"). The Financial Statements are complete and
correct in all material respects, have been prepared in accordance with
generally accepted accounting principles, consistently applied, and fairly
present the financial condition and operating results of the Company as of the
dates, and during the periods, indicated therein. The Company has no liability
or obligation, absolute or contingent (individually or in the aggregate), except
obligations and liabilities incurred after the date of organization in the
ordinary course of business that are not material, individually or in the
aggregate. Since August 31, 2009, there has not been any material change in the
assets, liabilities, financial condition or operations of the Company from that
reflected in the Financial Statements, other than changes in the ordinary course
of business, none of which individually or in the aggregate has had or is
expected to have a Material Adverse Effect on such assets, liabilities,
financial condition or operation. Since August 31, 2009 there has not been:

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                           (a) any damage, destruction or loss of real or
personal property of the Company, whether or not covered by insurance,
materially and adversely affecting the assets, properties, financial condition,
operating results, prospects or business of the Company (as such business is
presently conducted);

                           (b) any waiver by the Company of a right or debt with
an amount or value in excess of US $10,000 owed to it;

                           (c) any satisfaction or discharge of any lien, claim
or encumbrance or payment of any obligation by the Company with an amount or
value in excess of LIS $10,000, except in the ordinary course of business and
that is not material to the assets, properties, financial condition, operating
results or business of the Company (as such business is presently conducted);

                           (d) any material change or amendment to a material
contract or arrangement by which the Company or any of its assets or properties
is hound or subject;

                           (e) any material change in any compensation
arrangement or agreement with any employee of the Company;

                           (f) any sale, assignment or transfer of the Company's
patents, trademarks, copyrights, trade secrets or other intangible intellectual
property assets;

                           (g) receipt of notice that there has been a loss of,
or material order cancellation by, any major customer of the Company;

                           (h) any mortgage, pledge, or creation of a security
interest in any of the Company's material properties or assets;

                           (i) any loans or guarantees made by the Company to or
for the benefit of its employees, officers or members, or any members of their
immediate families, other than travel advances and other advances made in the
ordinary course of its business;

                           (j) any agreement or commitment by the Company to do
any of the things described in this Section 2.6.

                  2.7. Patents, Trademarks, etc. The Company owns or has the
right to use, free and clear of all known liens, charges, claims and
restrictions, all patents, trademarks, service marks, trade names, copyrights,
licenses, processes and rights necessary to the business as now conducted, and
is not infringing upon or otherwise acting adversely to the right or claimed
right of, any person under or with respect to any of the foregoing. The Company
has not received any communications alleging that it has violated any patent,
trademark, service mark, trade name, copyright or trade secret or other
proprietary right of any other person or entity. Except for the Proprietary
Information and

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Invention Agreement (as defined below), or licenses or agreements arising from
the purchase by the Company of "off the shelf" or standard products with a
purchase price of less than US $10,000, there are no outstanding options,
licenses or agreements relating to intellectual property of the Company and the
Company is not bound by or a party to any options, licenses or agreements with
respect to the intellectual property of any other person or entity. No software
that contains, or is derived (in whole or in part) from any software that is
distributed as free software, open source software (e.g., Linux) or similar
licensing or distribution models (i) was or is used in connection with the
development of any of the Company's products or services or intellectual
property in any manner that would restrict the ability of the Company to protect
its proprietary interests in any such product or service or intellectual
property or (ii) was or is incorporated in whole or in part, or has been
distributed in whole or in part in conjunction with any product or service
provided by the Company in any manner that would restrict the ability of the
Company to protect its proprietary interests in any such product or service or
that could require, or could condition the use or distribution of any such
product on, the disclosure, licensing or distribution of any source code for any
portion of the Company's source code. The Company has not embedded any open
source, copyright or community source code in any of its products generally
available or in development, including but not limited to any libraries or code
licensed under any General Public License, Lesser General Public License or
similar license arrangement, in any manner that would restrict the ability of
the Company to protect its proprietary interests in any such product or that
could require, or could condition the use or distribution of any such product
on, the disclosure, licensing or distribution of any source code for any portion
of the Company's source code. The Company is not aware that any of its employees
is obligated under any contract (including licenses, covenants or commitments of
any nature) or other agreement, or subject to any judgment, decree or order of
any court or administrative agency, that would materially interfere with the use
of his or her efforts to promote the interests of the Company or that would
conflict with the Company's business as it is presently contemplated to be
conducted.

                  2.8. Material Contracts and Commitments. The Company is not in
default under any mortgage, indenture, contract, agreement, instrument,
judgment, or decree to which it is a party or by which it or they are bound and
the transactions contemplated hereby will not result in such default.

                  2.9. Compliance with Other Instruments, None Burdensome. The
Company is not in violation of any term of its charter and governing
instruments. The Company is not in violation of any order, statute, rule, or
regulation which reasonably would be expected t