Form Release of Claims And Covenant Not To Sue

Exhibit 10.1


RELEASE OF CLAIMS AND COVENANT NOT TO SUE


This Release of Claims and Covenant Not to Sue (" Release" ) is executed as of the day of December, 2004 by [ , an individual resident of the State of [ ]] 1 [[ ], a [ ] corporation] 2 (" Releasor" ).


In consideration of a certain agreement by and between Asconi Corporation, a Nevada corporation (the " Company" ), and the Releasor, entered into on December , 2004, whereby the Company has agreed to reduce the purchase price of its securities sold to certain " accredited" investors (including both individuals and institutions) in the December 30, 2003 private placement of the Company' s securities (the " 2003 Private Placement" ) from $5.00 to $3.50 per share by (x) reducing the exercise price of the warrants sold in the 2003 Private Placement to $5.00 (the " Warrant Repricing" ) and (y) issuing additional common stock shares of the Company (the " Share Issuance" ), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Releasor, for itself and its [subsidiaries, successors-in-interest, representatives, agents and assigns,] 3 [heirs, administrators, executors, representatives, beneficiaries and assigns] 4 hereby irrevocably and unconditionally releases and discharges each of the Company, together with its respective officers, directors, shareholders, partners, employees, heirs, administrators, executors, representatives, beneficiaries, attorneys and assigns (collectively, the " Releasees" ), from any and all claims, demands, causes of action, actions, judgments, liens, indebtedness, costs, damages, obligations, attorneys' fees, losses and liability of whatever kind and character, whether known or unknown, foreseen or unforeseen, in law or equity, liquidated or unliquidated, whether asserted personally, derivatively or in any other capacity, arising from, referring to, relating to or in connection with, the beginning of time to the date hereof, including, without limiting the foregoing, those specifically related in any way to the Releasor' s purchase of the Company' s securities in the 2003 Private Placement (all of the foregoing being collectively referred to herein as the " Claims" ).

The Releasor covenants and agrees not to sue or bring any action in law, or in equity, including, but not limited to, an action in any court, forum, or arbitration proceeding whether by original process or demand, counterclaim, cross-claim, third-party process, impleader, claim for indemnity or contribution or otherwise against the Releasees, and their successors, and assigns, arising from, referring to, relating to, or in connection with, any of the Releasees with respect to any claim (a) related in any way to the Claims, and/or (b) otherwise released herein.


The Company hereby agrees to effect the Share Issuance and Warrant Repricing no later than ten (10) business days of the date of this Release. 1 To be inserted if Releasor is an individual. 2 To be inserted if Releasor is a corporation. 3 To be inserted if Releasor is a corporation. 4 To be inserted if Releasor is an individual.

In connection with the above-referenced Share Issuance and Warrant Repricing, the Releasor understands and hereby acknowledges that:


1. The shares of the Company' s common stock issued in connection with the Share Issuance (the " Shares" ) and the warrants to be issued in connection with the Warrant Repricing (the " Repriced Warrants" ) have not been registered under the Securities Act of 1933, as amended (the " Act" ) or any applicable state securities laws;
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