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, Des Plaines, Illinois 60018-2143, for purposes of discussion
of  issuance  of  types  of  equity  and  rationale  for  same.

     Name  of contract signatory: John La Monica and 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 Senior Notes
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 Senior Note and interest
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repayment.  Balance  of  profits  would  flow  to  Nigerian  guarantor or common
stockholder  whenever  possible but probably at conclusion of Senior Notes term.
As  investors  would  be  paid  on priority - or not paid - predicated on Senior
Notes  performance,  Windsor  Investments  Corporation  would  be  satisfied and
investors  treated  fairly.

Discussion  concluded  and  it  was  RESOLVED:

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

RESOLVED:  Common stock 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 S-1 offering.
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           Its  terms  would  be  as  follows:

Term:     10  years  from  date  of  issuance,  ending 4/30/2010.
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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