Exhibit 10.29




                                MERIX CORPORATION




                   -------------------------------------------

                                SECOND AMENDMENT

                           Dated as of August 29, 1997

                                       to

                            Note Purchase Agreements
                            dated September 10, 1996

                   -------------------------------------------




                       Re: $40,000,000 7.92% Senior Notes
                             due September 15, 2003
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                  SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTS

     THIS SECOND AMENDMENT dated as of August 29, 1997 (the or this "Second
Amendment") to the Note Purchase Agreements, each dated September 10, 1996, as
amended by the First Amendment to Note Purchase Agreements dated May 28, 1997,
is between MERIX CORPORATION, an Oregon corporation (the "Company"), and each of
the institutions which is a signatory to this Second Amendment (collectively,
the "Noteholders").

                                    RECITALS:

     A. The Company and each of the Noteholders have heretofore entered into
separate and several Note Purchase Agreements each dated September 10, 1996, as
amended by the First Amendment to Note Purchase Agreements dated May 28, 1997
(collectively, the "Note Purchase Agreements"). The Company has heretofore
issued the $40,000,000 7.92% Senior Notes Due September 15, 2003 (the "Notes")
dated September 10, 1996 pursuant to the Note Purchase Agreements. The
Noteholders are the holders of 100% of the outstanding principal amount of the
Notes.

     B. The Company and the Noteholders now desire to amend the Note Purchase
Agreements in the respects, but only in the respects, hereinafter set forth.

     C. Capitalized terms used herein shall have the respective meanings
ascribed thereto in the Note Purchase Agreements unless herein defined or the
context shall otherwise require.

     D. All requirements of law have been fully complied with and all other acts
and things necessary to make this Second Amendment a valid, legal and binding
instrument according to its terms for the purposes herein expressed have been
done or performed.

     NOW, THEREFORE, upon the full and complete satisfaction of the conditions
precedent to the effectiveness of this Second Amendment set forth in Section 3.1
hereof, and in consideration of good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the Company and the Noteholders do
hereby agree as follows:

SECTION 1. AMENDMENTS

     1.1. Section 10.4 of the Note Purchase Agreements shall be and is hereby
amended in its entirety to read as follows:

          "10.4. Interest Charges Coverage Ratio.

               (a) The Company will not permit the ratio, as of the end of the
          fiscal quarter of the Company ended August 30, 1997, of (i)
          Consolidated Income Available for Interest Charges for the fiscal
          quarter then ended to (ii) Interest Charges for such fiscal quarter,
          to be less than .80 to 1.00.

               (b) The Company will not permit the ratio, as of the end of the
          fiscal quarter of the Company ended November 29, 1997, of (i)
          Consolidated Income Available for Interest Charges for the fiscal
          quarter then ended to (ii) Interest Charges for such fiscal quarter,
          to be less than 1.880 to 1.00.

               (c) The Company will not permit the ratio, as of the end of any
          fiscal quarter of the Company ended after November 29, 1997, of (i)
          Consolidated Income Available for Interest Charges for the period of
          the four consecutive fiscal quarters then ended to (ii) Interest
          Charges for the 
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          period of the four consecutive fiscal quarters then ended, to be less
          than 2.00 to 1.00."

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     2.1. To induce the Noteholders to execute and deliver this Second Amendment
(which representations shall survive the execution and delivery of this Second
Amendment), the Company represents and warrants to the Noteholders that:

               (a) this Second Amendment has been duly authorized, executed and
          delivered by the Company and this Second Amendment, the Note Purchase
          Agreements, as amended by this Second Amendment, and the Notes,
          constitute the legal, valid and binding obligations of the Company
          enforceable against it in accordance with their respective terms,
          except as such enforceability may be limited by (i) applicable
          bankruptcy, insolvency, reorganization, moratorium or other similar
          laws affecting the enforcement of creditors' rights generally and (ii)
          general principles of equity (regardless of whether such
          enforceability is considered in a proceeding in equity or at law);

               (b) the execution, delivery and performance by the Company of
          this Second Amendment (i) has been duly authorized by all necessary
          corporate action on the part of the Company, (ii) does not require the
          consent, approval or authorization of, or registration, filing or
          declaration with, or other action by, any Governmental Authority or
          any other Person and (iii) will not (A) contravene, result in any
          breach of, constitute a default under, result in the creation of any
          Lien in respect of any property of the Company under, any indenture,
          mortgage, deed of trust, loan, purchase or credit agreement, lease,
          corporate charter or by-laws, or any other agreement or instrument to
          which the Company is bound or by which the Company or any of its
          properties may be bound or affected, (B) conflict with or result in
          any breach of any of the terms, conditions or provisions of any order,
          judgment, decree or ruling of any court, arbitrator or Governmental
          Authority applicable to the Company, or (C) violate any provision of
          any statute or other rule or regulation of any Governmental Authority
          applicable to the Company.

               (d) as of the date hereof and after giving effect to this Second
          Amendment, (i) no Default or Event of Default has occurred and is
          continuing and (ii) no event has occurred and no condition exists
          which has had a Material Adverse Effect; and

               (e) all the representations and warranties contained in Section 5
          of the Note Purchase Agreements are true and correct in all material
          respects with the same force and effect as if made by the Company on
          and as of the date hereof.

SECTION 3. CONDITION TO EFFECTIVENESS OF THIS SECOND AMENDMENT; DELIVERY OF
           BOARD RESOLUTIONS.

     3.1. This Second Amendment shall become effective and binding upon the
Company and the Noteholders at such time as executed counterparts of this Second
Amendment, duly executed by the Company and the Noteholders, shall have been
delivered to the Noteholders.

     3.2. Not later than September 20, 1997, the Company shall deliver to the
Noteholders a copy of the resolutions of the Audit and Finance Committee of the
Board of Directors of the Company ratifying the execution, delivery and
performance by the Company of this Second Amendment, certified by its Secretary
or an Assistant Secretary.
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SECTION 4. PAYMENT OF NOTEHOLDERS' COUNSEL FEES AND EXPENSES.

     5.1. The Company agrees to pay upon demand, the reasonable fees and
          expenses of Choate, Hall & Stewart, special counsel to the
          Noteholders, in connection with the negotiation, preparation,
          approval, execution and delivery of this Second Amendment.

SECTION 5. MISCELLANEOUS.

     5.1. This Second Amendment shall be construed in connection with and as
          part of each of the Note Purchase Agreements, and except as modified
          and expressly amended by this Second Amendment, all terms, conditions
          and covenants contained in the Note Purchase Agreements and the Notes
          are hereby ratified and shall be and remain in full force and effect.
          This Second Amendment embodies the entire agreement and understanding
          between the Company and the Noteholders and supersedes all prior
          agreements and understandings relating to the subject matter hereof.

     5.2. Any and all notices, requests, certificates and other instruments
          executed and delivered after the execution and delivery of this Second
          Amendment may refer to the Note Purchase Agreements without making
          specific reference to this Second Amendment but nevertheless all such
          references shall include this Second Amendment unless the context
          otherwise requires. This Second Amendment is an Operative Document.
          The headings in this Second Amendment are for purposes of reference
          only and shall not limit or otherwise affect the meaning hereof. The
          execution hereof by you shall constitute a contract between us for the
          uses and purposes hereinabove set forth, and this Second Amendment may
          be executed in any number of counterparts, each of which shall be an
          original, but all of which together shall constitute one instrument.

     5.3. This Second Amendment shall be governed by and construed in accordance
with, and the rights of the parties shall be governed by, the law of The
Commonwealth of Massachusetts excluding choice-of-law principles of the law of
such jurisdiction that would require the application of the law of a
jurisdiction other than such jurisdiction.

            [The remainder of this page is left blank intentionally.]
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     If you are in agreement with the foregoing, please sign the accompanying
counterpart of this Second Amendment and return it to the Company, whereupon the
foregoing shall become a binding agreement between you and the Company.

                                       MERIX CORPORATION

                                       By:  /s/ JOSEPH H. HOWELL
                                            Its Senior Vice President and
                                                Chief Financial Officer

                                       By:  /s/ SAMUEL R. DESIMONE, JR.
                                            Its Vice President,
                                                Corporate Development
                                                and Secretary

                                       By:  /s/ JANIE S. BROWN
                                            Its Vice President and
                                                Corporate Controller

Accepted and Agreed to:

JOHN HANCOCK MUTUAL LIFE
  INSURANCE COMPANY

By:  /s/ D. DANA DOVOVAN
     Its


JOHN HANCOCK VARIABLE LIFE
  INSURANCE COMPANY

By:  /s/ D. DANA DOVOVAN
     Its


MASSACHUSETTS MUTUAL LIFE
  INSURANCE COMPANY

By:  /s/ RICHARD C. MORRISON
     Its


CM LIFE INSURANCE COMPANY

By:  /s/ RICHARD C. MORRISON
     Its