Belay Enterprises Inc.

“Members are those who apply for and are accepted for membership in the corporation based on affirmations and commitments.”

“Membership will be renewed on an annual basis by a re-affirmation”

“Reviewed by the board before being filed.”

“Employees shall avoid outside employment, activities, investments, and other interests that involve obligations that may compete with or be in conflict with the interests of the company. A conflict of interest can arise in dealings with anyone that bud's warehouse transacts business; i.e. Clients, owners, buyers, suppliers, banks, insurance companies, and people in other organizations with whom we contact and make agreements.”

“I.approving compensation a.the compensation of all disqualified persons (defined below) for each year, or the terms of compensation for a multi-year contract will be established by the board in advance. If any board members are employees of the organization or related to disqualified persons receiving compensation, they may provide input to the board, but will leave the room and not participate in the discussion or decision making by the board. The minutes will reflect that they were not in the room during the discussion and vote. B."disqualified persons" i.the primary definition includes board members, the ceo, president, coo, executive director, cfo, controller, any vice-president responsible for a substantial portion of the organization, any person (if not listed previously) able to exercise substantial influence over the affairs of the organization ii.any person who has held any of the position in (i) with in the past five (5) years. Iii.any family member of a person in (i) or (ii) including spouse, ancestors, descendents, siblings, spouses of siblings and spouses of descendents. C.in considering compensation, all elements will be provided to the board, including (but not limited to): the value of all employee benefits whether taxable or not, housing allowance or value of provided housing, the value of vehicles to the employee or the family of the employee and retirement plan contributions. D.the chairman of the board or a board compensation committee will meet with the ceo/president/executive director in advance of board compensation discussion to consider with the ceo/president/executive director his or her projected needs for the coming year, perspective on his or her compensation, and the types of benefits or "perquisites that might help the ceo/president/executive director personally, in their family, and in their job." the ceo/president/executive director input on how the organization's compensation philosophy may apply to him or her will be requested. E.prior to a final vote on the compensation, the board will collect information regarding amounts paid by comparable organizations for comparable services and consider how the proposed compensation compares to such to the comparison information. If the amount proposed as compensation seems high based on the comparison information, the board will consider collecting additional information or obtaining a professional compensation opinion.”

“See ceo and executive compensation.”

“Members are those who apply for and are accepted for membership in the corporation based on affmnations and commitments. Membership is granted and terminated by vote of the members. Membership will be renewed on an annual basis by a re-affirmation of these commitments.”