EXHIBIT 3.1

                        PEAK ENTERTAINMENT HOLDINGS, INC.

                                     BYLAWS

                             AS AMENDED AND RESTATED

                      (Original Bylaws of Corvallis, Inc.,
                       as amended in Article II, Section 1
                  by Board Resolutions dated October 20, 2000)


                                    ARTICLE I

                                     OFFICES

      Section 1. The principal  registered office of the Corporation shall be in
the city of Las Vegas, county of Clark, state of Nevada.

      Section 2. The corporation may also have offices at such other places both
within and without the state of Nevada as the board of  directors  may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

      Section 1. All annual  meetings of the  stockholders  shall be held at the
principal  executive  office of the corporation or such other place as the board
of directors shall  determine.  Special meetings of the stockholders may be held
at such time and place  within or without the state of Nevada as shall be stated
in the notice of the meeting, or in a duly executed waiver of notice thereof.

      Section 2. Annual meetings of stockholders shall be held at such place and
time not less than 90 nor more than 180 days after the end of the  corporation's
fiscal year as the board of directors shall determine, at which they shall elect
by a plurality  vote a board of directors,  and transact such other  business as
may properly be brought before a meeting.

      Section  3.  Special  meetings  of the  stockholders,  for any  purpose or
purposes,  unless  otherwise  prescribed  by  statute  or  by  the  articles  of
incorporation,  may be  called  by the  president  and  shall be  called  by the
president or secretary at the request in writing of the majority of the board of
directors,  or at the  request in writing of  stockholders  owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled  to vote.  Such  request  shall  state the  purpose or  purposes of the
proposed meeting.



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      Section 4.  Notices  of  meetings  shall be in  writing  and signed by the
president or a vice-president,  or the secretary,  or an assistant secretary, or
by such other person or persons as the directors  shall  designate.  Such notice
shall state the purpose or purposes for which the meeting is called and the time
and the place at which it is to be held,  which may be mailed,  postage prepaid,
to each stockholder of record entitled to vote at such meeting not less than ten
nor more than 60 days before such meeting.  If mailed, it shall be directed to a
stockholder at his address as it appears upon the records of the corporation and
upon such mailing of any such notice, the service thereof shall be complete, and
the time of the notice  shall begin to run from the date upon which such notices
deposited in the mail for transmission to such stockholder. Personal delivery of
any such notice to any officer of a corporation or association, or to any member
of a partnership  shall constitute  delivery of such notice to such corporation,
association,  or  partnership.  In the  event of the  transfer  of  stock  after
delivery  or mailing of the notice of and prior to the holding of the meeting it
shall  not be  necessary  to  deliver  or  mail  notice  of the  meeting  to the
transferee.

      Section 5.  Business  transacted  at any special  meeting of  stockholders
shall be limited to the purposes stated in the notice.

      Section 6. The holders of at least 33-1/3% of stock issued and outstanding
and entitled to vote thereat,  present in person or represented by proxy,  shall
constitute a quorum at all meetings of the  stockholders  or for the transaction
of  business  except as  otherwise  provided  by statute or by the  articles  of
incorporation.  If, however,  such quorum shall not be present or represented at
any meeting of the  stockholders,  the  stockholders  entitled to vote  thereat,
present in person or  represented  by proxy,  shall  have  power to adjourn  the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting,  until a quorum  shall be present  or  represented.  At such  adjourned
meeting at which a quorum  shall be present or  represented  any business may be
transacted at the meeting as originally notified.

      Section 7. When a quorum is present or  represented  at any  meeting,  the
vote of the holders of a majority of the stock having  voting  power  present in
person or  represented  by proxy shall decide any question  brought  before such
meeting,  unless the  question  is one upon which by  express  provision  of the
statutes or on the  articles of  incorporation  a different  vote is required in
which case such express  provision shall govern and control the decision of such
question.

      Section  8.  Every  stockholder  of  record  of the  corporation  shall be
entitled  at each  meeting of  stockholders  to one vote for each share of stock
standing in his name on the books of the corporation.

      Section 9. At any meeting of the  stockholders,  any  stockholders  may be
represented and vote by proxy or proxies  appointed by an instrument in writing.
In the event that any such  instrument  in writing  shall  designate two or more
persons to act as proxies,  a majority of such  persons  present at the meeting,
or, if only one shall be present,  than that one shall have and may exercise all


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of the powers  conferred by such written  instrument  upon all of the persons so
designated unless the instrument shall otherwise provide. No such proxy shall be
valid after the expiration of six months from the date of its execution,  unless
coupled with an interest,  or unless the person  executing it specifies  therein
the length of time for which it is to continue in force,  Which [sic] in no case
shall  exceed  seven years from the date of its revoked  [sic] and  continues in
full force and effect until an instrument  revoking it or a duly executed  proxy
bearing a later date is filed with the secretary of the corporation.

      Section 10. Any action,  except election of directors,  which may be taken
by the vote of the stockholders at a meeting,  may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority of
the voting power, incorporation requires a greater proportion of voting power to
authorize such action in which case such greater  proportion of written consents
shall be required.

                                   ARTICLE III

                                    DIRECTORS

      Section  1.Number,  Tenure  and  Qualification  of  Directions.  [sic] The
authorized number of directors shall be up to seven (7); provided, however, that
if the  corporation  has less than seven  shareholders  entitled to vote for the
election  of  directors,  the  board of  directors  may  consist  of a number of
individuals  equal to or  greater  than the  number of those  shareholders.  The
current  number of  directors  shall be within  the limit  specified  above,  as
determined  (or as amended from time to time) by a resolution  adopted by either
the  shareholders  or the  directors.  Each director shall hold office until the
next annual  meeting of  shareholders  or until the  director's  earlier  death,
resignation,  or removal.  However,  if his term expires,  he shall  continue to
serve until his successor shall have been elected and qualified,  or until there
is a decrease in the number of directors.  Directors do not need to be residents
of Nevada or shareholders of the corporation.

      Section  2.Vacancies,  including those caused by an increase in the number
of directors, may be filled by a majority of the remaining directors though less
than a quorum.  When one or more  directors  shall  give  notice of his or their
resignation to the board, effective at a future date, the board shall have power
to fill such  vacancy or  vacancies  to take  effect  when such  resignation  or
resignations  shall become effective,  each director so appointed to hold office
during  the  remainder  of the  term of  office  of the  resigning  director  or
directors.

      Section 3.The business of the corporation shall be managed by its board of
directors  which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the articles of incorporation
or by  these  Bylaws  directed  or  required  to be  exercised  or  done  by the
Stockholders.


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      Section  4.The board of directors of the  corporation  may hold  meetings,
both regular and special, either within or without the state of Nevada.


                       MEETINGS OF THE BOARD OF DIRECTORS

      Section 5.The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the stockholders
at the annual  meeting and no notice of such  meeting  shall be necessary to the
newly  elected  directors in order  legally to  constitute  the  neeting,  [sic]
provided  a  quorum  shall  be  present.  In the  event  of the  failure  of the
stockholders to fix the time or place of such first meeting of the newly elected
board of  directors,  or in the event  such  meeting is not held at the time and
place so fixed by the  stockholders,  the  meeting  may be held at such time and
place as shall be specified in a written waiver signed by all of the directors.

      Section  6.Regular  meetings of the board of directors may be held without
notice at such time and place as shall  from time to time be  determined  by the
board.

      Section 7.Special  meetings of the board of directors may be called by the
president or secretary of the written  request of two directors.  Written notice
of special meetings of the board of directors shall be given to each director at
least five days before the date of the meeting.

      Section  8.A  majority  of the  board  of  directors,  at a  meeting  duly
assembled,  shall be necessary to  constitute  a quorum for the  transaction  of
business  and the act of a majority of the  directors  present at any meeting at
which a quorum is present shall be the act of the board of directors,  except as
may  be  otherwise  specifically  provided  by  statute  or by the  articles  of
incorporation.  Any action  required  or  permitted  to be taken at a consent in
writing,  setting  forth  the  action  so  taken,  shall be signed by all of the
directors entitled to vote with respect to the subject matter thereof.

                             COMMITTEES OF DIRECTORS

      Section 9.The board of directors  may, by resolution  passed by a majority
of the whole board, designate one or more committees,  each committee to consist
of one or  more  of the  directors  of the  corporation,  which,  to the  extent
provided in the resolution,  shall have and may exercise the powers of the board
of directors in the  management of the business and affairs of the  corporation,
and may have power to authorize the seal of the corporation to be affixed to all
papers which may require it. Such  committee or committees  shall have such name
or names as may be  determined  from time to time by  resolution  adopted by the
board of directors.

      Section 10. The committees shall keep regular minutes of their proceedings
and report the same to the board when required.

                            COMPENSATION OF DIRECTORS


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      Section  11.  The  directors  may be  paid  their  expenses,  if  any,  of
attendance at each meeting of the board of directors and may be paid a fixed sum
for  attendance  at each meeting of the board of directors or a stated salary as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
corporation in any other capacity and receiving compensation therefore.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     NOTICES

      Section  1.Notices to directors and  stockholders  shall be in writing and
delivered  personally  or  mailed  to the  directors  or  stockholders  at their
addresses  appearing  on the books of the  corporation.  Notice by mail shall be
deemed  to be given  at the time  when the  same  shall  be  mailed.  Notice  to
directors may also be given by telegram.

      Section 2. Whenever all parties  entitled to vote at any meeting,  whether
of directors or stockholders, consent, either by a writing on the records of the
meeting or filed with the  secretary,  or by presence  at such  meeting and oral
consent entered on the minutes,  or by taking part in the  deliberations at such
meetings without objection, the doings of such meeting shall be as valid as if a
meeting had regularly been called and noticed,  and at such meeting any business
may be  transacted  which is not  excepted  from the  written  consent or to the
consideration  of which no objection for want of notice is made at the time, and
if any meeting be irregular  for want of notice or of such  consent,  provided a
quorum was  present at such  meeting,  the  proceedings  of said  meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein  waived by a writing  signed by all parties  having the right to vote at
such meetings;  and such consent or approval of stockholders  may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.

      Section  3.Whenever any notice  whatever is required to be given under the
provisions of the statutes, of the articles of incorporation or of these Bylaws,
a waiver  thereof in writing,  signed by the person or persons  entitled to said
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

      Section 1.The officers of the corporation  shall be chosen by the board of
directors  and  shall be a  president,  a vice  president,  a  secretary,  and a
treasurer. Any person may hold two or more offices.

      Section  2.The board of directors at its first  meeting  after each annual
meeting of stockholders shall choose a president, a vice president, a secretary,
and a treasurer, none of whom need be a member of the board.


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      Section 3.The board of directors may appoint  additional vice  presidents,
and assistant secretaries and assistant treasurers,  and such other officers and
agents as it shall deem  necessary  who shall hold their  offices for such terms
and shall  exercise  such powers and perform such duties as shall be  determined
from time to time by the board.

      Section 4.The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.

      Section 5.The  officers of the  corporation  shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors.  Any vacancy  occurring in any office of the corporation
by death,  resignation,  removal,  or otherwise  shall be filled by the board of
directors.

                                  THE PRESIDENT

      Section  6.The  president  shall be the  chief  executive  officer  of the
corporation,  shall preside at all meetings of the stockholders and the board of
directors,  shall have  general  and active  management  of the  business of the
corporation,  and  shall see that all  orders  and  resolutions  of the board of
directors are carried into effect.

      Section 7.He shall execute bonds, mortgages, and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted by
law to be  otherwise  signed and  executed  and  except  where the  signing  and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.

                               THE VICE PRESIDENT

      Section 8.The vice  president  shall,  in the absence or disability of the
president, perform the duties and exercise the powers of the president and shall
perform  such  other  duties  as the  board of  directors  may from time to time
prescribe.

                                  THE SECRETARY

      Section  9.The  secretary  shall  attend  all  meetings  of the  board  of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the  corporation  and shall perform like duties for the standing
committees  when  required.  He shall give,  or cause to be given  notice of all
meetings of the stockholders and special meetings of the board of directors, and
shall  perform such other duties as may be  prescribed by the board of directors
or president, under whose supervision he shall be. He shall keep in safe custody
the seal of the  corporation  and,  when  authorized  by the board of directors,
affix the same to any instrument  requiring it and, when so affixed, it shall be
attested by his  signature or by the  signature of the treasurer or an assistant
secretary.


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                                  THE TREASURER

      Section 10. The treasurer  shall have the custody of the  corporate  funds
and  securities  and shall  keep full and  accurate  accounts  of  receipts  and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable  effects in the name and to the credit of the  corporation in
such depositories as may be designated by the board of directors.

      Section  11.  He shall  disburse  the funds of the  corporation  as may be
ordered by the board of directors taking proper vouchers for such disbursements,
and shall render to the  president  and the board of  directors,  at the regular
meetings of the board, or when the board of directors so requires, an account of
all  his  transactions  as  treasurer  and of  the  financial  condition  of the
corporation.

      Section  12. If  required  by the board of  directors,  he shall  give the
corporation  a bond in such sum and with  such  surety or  sureties  as shall be
satisfactory  to the board of  directors  for the  faithful  performance  of the
duties of his office and for the restoration to the corporation,  in case of his
death,  resignation,  retirement,  or removal from office, of all books, papers,
vouchers,  money, and other property of whatever kind in his possession or under
his control belonging to the corporation.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

      Section  1.Every  stockholder  shall be  entitled  to have a  certificate,
signed by the  president or a vice  president  and the treasurer or an assistant
treasurer,  or the  secretary  or an  assistant  secretary  of the  corporation,
certifying  the  number  of  shares  owned by him in the  corporation.  When the
corporation  is  authorized  to issue shares of more than one class or more than
one series of any class,  there  shall be set forth upon the face or back of the
certificate, or the certificate shall have a statement that the corporation will
furnish to any  stockholders  upon request and without charge, a full or summary
statement  of  the  designations,   preferences,  and  relative,  participating,
optional,  or other special rights of the various classes of stock  restrictions
of such  rights,  and,  if the  corporation  shall be  authorized  to issue only
special stock,  such certificate shall set forth in full or summarize the rights
of the holders of such stock.

      Section   2.Whenever  any  certificate  is   countersigned   or  otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar,  then a
facsimile of the signatures of the officers or agents of the  corporation may be
printed or lithographed upon such certificate in lieu of the actual  signatures.
In case any  officer or  officers  who shall  have  signed,  or whose  facsimile
signature  or  signatures  shall  have been  used on,  any such  certificate  or


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certificates  shall cease to be such  officer or  officers  of the  corporation,
whether because of death, resignation,  or otherwise, before such certificate or
certificates  shall have been delivered by the corporation,  such certificate or
certificates  may  nevertheless  be adopted by the corporation and be issued and
delivered  as though the  person or  persons  who  signed  such  certificate  or
certificates,  or whose facsimile  signature or signatures  shall have been used
thereon, had not ceased to be the officer or officers of such corporation.

                                LOST CERTIFICATES

      Section  3.The  board  of  directors  may  direct  a  new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  corporation  alleged to have been lost or destroyed,
upon  the  making  of an  affidavit  of that  fact by the  person  claiming  the
certificate of stock to be lost or destroyed.  When  authorizing such issue of a
new certificate or  certificates,  the board of directors may, in its discretion
and as a condition precedent to the issuance thereof,  require the owner of such
lost or destroyed certificate or certificates,  or his legal representative,  to
advertise  the  same  in  such  manner  as it  shall  require  and/or  give  the
corporation  a bond in such sum as it may direct as indemnity  against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.

                                TRANSFER OF STOCK

      Section 4.Upon  surrender to the  corporation or the transfer agent of the
corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of succession,  assignment,  or authority to transfer,  it shall be the
duty of the  corporation  to  issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

                            CLOSING OF TRANSFER BOOKS

      Section 5.The directors may prescribe a period not exceeding 60 days prior
to any meeting of the stockholder during which no transfer of stock on the books
of the  corporation may be made, or may fix a day not more than 60 days prior to
the holding of any such meeting as the day as of which stockholders  entitled to
notice of and to vote at such meeting shall be determined; and only stockholders
of record on such day shall be entitled to notice or to vote at such meeting.

                             REGISTERED STOCKHOLDERS

      Section  6.The  corporation  shall be entitled to recognize  the exclusive
right of a person  registered  on its books as the  owner of  shares to  receive
dividends,  and to  vote  as  such  owner,  and to hold  liable  for  calls  and
assessments a person  registered on its books as the owner of shares,  and shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of any other  person,  whether  or not it shall have
express or other notice thereof, except as otherwise provided by the laws of the
state of Nevada.


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                                   ARTICLE VII

                               GENERAL PROVISIONS

      Section 1. Dividends upon the capital stock of the corporation, subject to
the provisions of the articles of incorporation,  if any, may be declared by the
board of directors at ay regular or special meeting  pursuant to law.  Dividends
may be paid in cash, in property,  or in shares of the capital stock, subject to
the provisions of the articles of incorporation.

      Section 2. Before  payment of any dividend,  there may be set aside out of
any funds of the  corporation  available for  dividends  such sum or sums as the
directors  from time to time, in their  absolute  discretion,  think proper as a
reserve or reserves to meet  contingencies,  or for equaling  dividends,  or for
repairing  or  maintaining  any property of the  corporation,  or for such other
purpose  as  the  directors  shall  think  conducive  to  the  interest  of  the
corporation,  and the  directors  may modify or abolish any such reserves in the
manner in which they were created.

                                     CHECKS

      Section 3. All checks or  demands  for money and notes of the  corporation
shall be signed by such  officer or officers of such other  person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

      Section 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.

                                      SEAL

      Section 5. The corporate seal shall have inscribed thereon the name of the
corporation,  the  year of its  incorporation  and the  words  "Corporate  Seal,
Nevada".

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1. These  Bylaws may be altered or repealed at any regular  meeting
of the stockholders or of the board of directors if notice of such alteration or
repeal be contained in the notice of such special meeting.



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