EXHIBIT  "C"

PREFERRED  STOCK  CONTRACT




                        MINUTES OF SPECIAL MEETING OF THE

                     BOARD OF DIRECTORS AND SHAREHOLDERS OF

                         WINDSOR INVESTMENTS CORPORATION




     A meeting of the Board of Directors and Shareholders of Windsor Investments
Corporation was held April 4, 2001 at 10:00 a.m. at corporate headquarters, 1719
S. Mannheim Road, Despaines, Illinois 60018-2143, for purposes of discussion of
issuance of types of equity and rationale for same.

     Name of contract signatory: John La Monica, Dr. Paul Otubusin, Officers of
Corporation, were elected Chairman of Meeting and Secretary, and President,
respectively.  A short discussion ensued as follows:

1.     The corporation had been established with common and preferred
stockholdings plus Senior Notes guaranteed by the Nigerian government.  This has
     been done to entice Corporate investors through dividend and bond interest
payments but not put a drain on Corporation through debt.  It was proposed to
use underwriters.  It would be non-voting, cumulative (to prevent cash flow
drain) but would maximum pay at 8% after Bond and interest repayment.  Balance
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of profits would flow to Nigerian guarantor or common stockholder whenever
possible but probably at conclusion of bond term.  As investors would be paid on
priority - or not paid - predicated on bond performance, TransGlobal would be
satisfied and investors treated fairly.

Discussion concluded and it was RESOLVED:

     RESOLVED:  Corporation would be authorized to issue two class of stock -
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Common and Preferred A and a secondary security Senior Notes.

RESOLVED:  common should be based upon agreement of principals as shown in
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Corporate Minutes and a portion would be sold to public through Attached S-1
prospectus (Exhibit A).



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RESOLVED:  Class A Preferred Stock would not be sold through offering dated
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4/1/2001.  Its terms would be as follows:

Term:     10 years from date of issuance, no later than ten years from 4/1/2001.
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Price:      $1.00 per share.  Issuance to managing contractor for services on a
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            yearly basis; $0 per calendar year.

Control:    Non-voting.
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Conversion: Convertible at term at option of holder to one share of common
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            from one share preferred; no cost for conversion.

Retirement: At end of term, all non-converted shares retired (redeemed) at
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            fair market value.

Features:   Not applicable.
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     There being no further business to come before this Special Meeting, upon
motion duly made and seconded, the meeting was adjourned.




                         Signature