exhibit 1. 01 agreement and assignment of certain contractual rights and benefits this agreement and assignment of certain contractual rights and benefits ( “ agreement ” ) is made and entered into as of this 18th day of march, 2005 by and between shanghai offshore oil group ( hk ) co., ltd ( " shanghai oil ” ), and largo vista group, ltd, a nevada corporation, having its principal office at 4570 campus drive, newport beach, california, ca 92660 ( “ largo vista ” ). largo vista and shanghai oil are collectively referred to in this agreement as the " parties ". the parties hereby agree as follows : 1. shanghai oil agrees to assign the contractual rights to receive payments and benefits of the contract executed on july 22, 2004, between asiacorp investment holding ltd. and shanghai offshore oil group ( hk ) co., ltd., ( " asiacorp - shanghai contract " ) to largo vista. the asiacorp - shanghai contract bears the identification number of mz07976 ( a true and correct copy of the contract, no. mz02976, and its attachments and / or annexes as mentioned in article 2 below are attached hereto as " exhibit a : list of all documents signed or to be signed " ). 2. furthermore, shanghai oil agrees to assign all rights to receive payments and benefit of all subsequent agreements that it enters and / or will enter with the buyer ( s ) of fuel oil under the asiacorp - shanghai contract ( " attachments " ). all these attachments are undividable part of asiacorp - shanghai contract under which shanghai oil will make largo vista the 3rd party beneficiary. shanghai oil will execute its first shipment of the asiacorp - shanghai contract before may 18, 2005. 3. in exchange for and in reliance of shanghai oil's promise to assign the rights to receive payments and benefits of asiacorp - shanghai contract and attachments, largo vista will issue 100 million shares of common stock of largo vista to beneficiaries according to shanghai oil ’ s written instructions within 20 days after the execution of this agreement. the 100 million shares of common stock will be kept in hands of largo ’ s corporate secretary and will be released to shanghai oil one - third ( 1 / 3 ) per year. because shanghai oil will get largo ’ s stocks prior to its execution of its obligation every year, shanghai oil promises not