BYLAWS, AS AMENDED

                                       OF

                                MERIX CORPORATION


                                    ARTICLE I

                        SHAREHOLDERS MEETINGS AND VOTING

     1.1 Annual Meeting. The annual meeting of the shareholders shall be held on
the fourth Friday in September of each year at 9:00 a.m., unless a different
date or time is fixed by the Board of Directors and stated in the notice of the
meeting. Failure to hold an annual meeting on the stated date shall not affect
the validity of any corporate action.

     1.2 Special Meetings. Special meetings of the shareholders, for any
purposes, unless otherwise prescribed by statute, may be called by the Chair of
the Board or the Board of Directors and shall be called by the Chair of the
Board upon the written demand of the holders of not less than one-tenth of all
the votes entitled to be cast on any issue proposed to be considered at the
meeting. The demand shall describe the purposes for which the meeting is to be
held and shall be signed, dated and delivered to the Secretary.

     1.3 Place of Meetings. Meetings of the shareholders shall be held at any
place in or out of Oregon designated by the Board of Directors. If a meeting
place is not designated by the Board of Directors, the meeting shall be held at
the Corporation's principal office.

     1.4 Notice of Meetings. Written or printed notice stating the date, time
and place of the shareholders meeting and, in the case of a special meeting or a
meeting for which special notice is required by law, the purposes for which the
meeting is called, shall be delivered by the Corporation to each shareholder
entitled to vote at the meeting and, if required by law, to any other
shareholders entitled to receive notice, not earlier than 60 days nor less than
30 days before the meeting date. If mailed, the notice shall be deemed delivered
when it is mailed to the shareholder with postage prepaid at the shareholder's
address shown in the Corporation's record of shareholders. Any previously
scheduled meeting of the shareholders may be postponed and any special meeting
of the shareholders may be canceled by resolution of the Board of Directors upon
public announcement given prior to the date previously scheduled for such
meeting of shareholders.
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     1.5 Waiver of Notice. A shareholder may at any time waive any notice
required by law, these Bylaws or the Articles of Incorporation. The waiver shall
be in writing, be signed by the shareholder entitled to the notice and be
delivered to the Corporation for inclusion in the minutes for filing with the
corporate records. A shareholder's attendance at a meeting waives objection to
(i) lack of notice or defective notice of the meeting, unless the shareholder at
the beginning of the meeting objects to holding the meeting or transacting
business at the meeting, and (ii) consideration of a particular matter at the
meeting that is not within the purposes described in the meeting notice, unless
the shareholder objects to considering the matter when it is presented.

     1.6 Fixing of Record Date. The Board of Directors may fix a future date as
the record date to determine the shareholders entitled to notice of a
shareholders meeting, demand a special meeting, vote, take any other action or
receive payment of any share or cash dividend or other distribution. This date
shall not be earlier than 70 days or, in the case of a meeting, later than 35
days before the meeting or action requiring a determination of shareholders. The
record date for any meeting, vote or other action of the shareholders shall be
the same for all voting groups. If not otherwise fixed by the Board of
Directors, the record date to determine shareholders entitled to notice of and
to vote at an annual or special shareholders meeting is the close of business on
the day before the notice is first mailed or otherwise transmitted to
shareholders. If not otherwise fixed by the Board of Directors, the record date
to determine shareholders entitled to receive payment of any share or cash
dividend or other distribution is the close of business on the day the Board of
Directors authorizes the share or cash dividend or other distribution.

     1.7 Shareholders List for Meeting. After a record date for a meeting is
fixed, the Corporation shall prepare an alphabetical list of all shareholders
entitled to notice of the shareholders meeting. The list shall be arranged by
voting group and, within each voting group, by class or series of shares, and it
shall show the address of and number of shares held by each shareholder. The
shareholders list shall be available for inspection by any shareholder, upon
proper demand as may be required by law, beginning two business days after
notice of the meeting is given and continuing through the meeting, at the
Corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. The Corporation shall make the
shareholders list available at the meeting, and any shareholder or the
shareholder's agent or attorney shall be entitled to inspect the list at any
time during the meeting or any adjournment. Refusal or failure to prepare or
make available the shareholders list does not affect the validity of action
taken at the meeting.

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     1.8 Quorum; Adjournment.

          (1) Shares entitled to vote as a separate voting group may take action
on a matter at a meeting only if a quorum of those shares exists with respect to
that matter. A majority of the votes entitled to be cast on the matter by the
voting group constitutes a quorum of that voting group for action on that
matter.

          (2) The chair of the meeting or a majority of votes represented at the
meeting, whether or not there is a quorum, may adjourn the meeting from time to
time to a different time and place without further notice to any shareholder of
any adjournment, except that notice is required if a new record date is or must
be set for the adjourned meeting. At an adjourned meeting at which a quorum is
present, any business may be transacted that might have been transacted at the
meeting originally held.

          (3) Once a share is represented for any purpose at a meeting, it shall
be present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for the
adjourned meeting. A new record date must be set if the meeting is adjourned to
a date more than 120 days after the date fixed for the original meeting.

     1.9 Voting Requirements; Action Without Meeting.

          (1) If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless a
greater number of affirmative votes is required by law or the Articles of
Incorporation. Unless otherwise provided in the Articles of Incorporation,
directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present.

          (2) Action required or permitted by law to be taken at a shareholders
meeting may be taken without a meeting if the action is taken by all the
shareholders entitled to vote on the action. The action must be evidenced by one
or more written consents describing the action taken, signed by all the
shareholders entitled to vote on the action and delivered to the Secretary for
inclusion in the minutes for filing with the corporate records. Shareholder
action taken by written consent is effective when the last shareholder signs the
consent, unless the consent specifies an earlier or later effective date.

     1.10 Proxies. A shareholder may vote shares in person or by proxy. A
shareholder may appoint a proxy by signing an appointment form either personally
or by the shareholder's attorney-in-fact. An appointment of a proxy is effective
when received by the Secretary or other officer of the Corporation authorized to
tabulate votes. An appointment is valid for 11 months unless a different period
is provided in the appointment form. An appointment is revocable by the
shareholder unless the appointment form conspicuously

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states that it is irrevocable and the appointment is coupled with an interest
that has not been extinguished.

     1.11 Meeting by Telephone Conference. Shareholders may participate in an
annual or special meeting by, or conduct the meeting through, use of any means
of communications by which all shareholders participating may simultaneously
hear each other during the meeting, except that no meeting for which a written
notice is sent to shareholders may be conducted by this means unless the notice
states that participation in this manner is permitted and describes how any
shareholder desiring to participate in this manner may notify the Corporation.
Participation in a meeting by this means shall constitute presence in person at
the meeting.

     1.12 Proper Business for Shareholders' Meeting. To be properly brought
before the meeting, business must be either (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) otherwise properly brought before a meeting by or at the
direction of the Board of Directors, or (iii) otherwise properly brought before
the meeting by a shareholder. In addition to any other applicable requirements,
for business to be properly brought before an annual meeting by a shareholder,
the shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive office of the
Corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is more than 30 days before or
more than 60 days after such anniversary date, notice by the shareholder to be
timely must be so received not later than the close of business on the 90th day
prior to such annual meeting and not later than the close of business on the
later of the 60th day prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made. In
no event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a shareholders notice as described
above. A shareholder's notice to the Secretary shall set forth (i) one or more
matters appropriate for shareholder action that the shareholder proposes to
bring before the meeting, (ii) a brief description of the matters desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (iii) the name and record address of the shareholder, (iv) the class
and number of shares of the Corporation that the shareholder owns or is entitled
to vote and (v) any material interest of the shareholder in such matters.
Notwithstanding anything in these bylaws to the contrary, no business shall be
conducted at the annual meeting except in accordance with the procedure set
forth in this Section 1.12; provided, however, that nothing in this Section 1.12
shall be deemed to preclude discussion by any shareholder of any business
properly brought before the annual meeting. The Chair of the Board, or the
President in the absence of the Chair of the Board, shall, if the facts warrant,
determine and declare to the meeting that the business was not properly brought
before the meeting in accordance with the provisions of this Section 1.12 and if
the Chair of the Board, or the President in the

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absence of the Chair of the Board, should so determine, shall so declare to the
meeting any such business not properly brought before the meeting shall not be
transacted.

     1.13 Shareholder Nomination of Directors.

          (1) Not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting of shareholders, any
shareholder who intends to make a nomination at the annual meeting shall deliver
a notice to the Secretary of the Corporation setting forth (i) as to each
nominee whom the shareholder proposes to nominate for election or reelection as
a director, (a) the name, age, business address and residence address of the
nominee, (b) the principal occupation or employment of the nominee, (c) the
class and number of shares of capital stock of the Corporation that are
beneficially owned by the nominee of shares of capital stock of the Corporation
that are beneficially owned by the nominee and (d) any other information
concerning the nominee that would be required, under the rules of the Securities
and Exchange Commission, in a proxy statement soliciting proxies for the
election of such nominee; and (ii) as to the shareholder giving the notice, (a)
the name and record address of the shareholder and (b) the class and number of
shares of capital stock of the Corporation that are beneficially owned by the
shareholder; provided, however, that in the event that the date of the annual
meeting is more than 30 days before or more than 60 days after such anniversary
date, notice by the shareholder to be timely must be so delivered not later than
the close of business on the 90th day prior to such annual meeting and not later
than the close of business on the later of the 60th day prior to such annual
meeting or the 10th day following the day on which public announcement of the
date of such meeting is first made. Such notice shall include a signed consent
to serve as a director of the Corporation, if elected, of each such nominee. The
Corporation may require any proposed nominee to furnish such other information
as may reasonably be required by the Corporation to determine the eligibility of
such proposed nominee to serve as a director of the Corporation.

          (2) Any shareholder who intends to make a nomination at any special
meeting of shareholders held for the purpose of electing directors shall deliver
a timely notice to the Secretary of the Corporation setting forth (i) as to each
nominee whom the shareholder proposes to nominate for election or reelection as
a director, (a) the name, age, business address and residence address of the
nominee, (b) the principal occupation or employment of the nominee, (c) the
class and number of shares of capital stock of the corporation that are
beneficially owned by the nominee of shares of capital stock of the corporation
that are beneficially owned by the nominee and (d) any other information
concerning the nominee that would be required, under the rules of the Securities
and Exchange Commission, in a proxy statement soliciting proxies for the
election of such nominee; and (ii) as to the shareholder giving the notice, (a)
the name and record address of the shareholder and (b) the class and number of
shares of capital stock of the Corporation that are beneficially owned by the
shareholder. To be timely for these purposes, such notice must be given (i) if
given by the shareholder (or any of the shareholders) who or that

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made a demand for a meeting pursuant to which such meting is to be held,
concurrently with the delivery of such demand, and (ii) otherwise, not later
than the close of business on the 10th day following the date on which the
public announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. Such
notice shall include a signed consent to serve as a director of the Corporation,
if elected, of each such nominee. The Corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to serve as a
director of the Corporation. In no event shall the public announcement of an
adjournment of a special meeting commence a new time period for the giving of a
shareholder's notice as described above.

          (3) The Chair of the Board, or the President in the absence of the
Chair of the Board, shall, if the facts warrant, determine and declare that a
nominee was not properly nominated in accordance with the provisions of this
Section 1.13 and if the Chair of the Board, or the President in the absence of
the Chair of the Board, should so determine, shall so declare to the meeting any
such nominee shall not be considered by shareholders.

          (4) For purposes of Sections 1.4, 1.12 and 1.13, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14, or 15(d) of the Securities Exchange Act of 1934, as amended.

                                   ARTICLE II

                               BOARD OF DIRECTORS

     2.1 Duties of Board of Directors. All corporate powers of the Corporation
shall be exercised by or under the authority of its Board of Directors; the
business and affairs of the Corporation shall be managed under the direction of
its Board of Directors.

     2.2 Number, Term and Qualification. The number of directors of the
Corporation shall be at least one and no more than ten. Within this range, the
initial number shall be five, and the number of directors shall otherwise be
determined from time to time by the Board of Directors. The term of a director
shall expire at the next annual meeting of shareholders after his or her
election. Despite the expiration of a director's term, the director shall
continue to serve until the director's successor is elected and qualified or the
number of directors is decreased. Directors need not be residents of the State
of Oregon or shareholders of the Corporation.

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     2.3 Regular Meetings. A regular meeting of the Board of Directors shall be
held without notice other than this Bylaw immediately after, and at the same
place as, the annual meeting of shareholders. The Board of Directors may provide
by resolution the time and place for the holding of additional regular meetings
in or out of Oregon without notice other than the resolution.

     2.4 Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the Chief Executive Officer or any two directors.
The person or persons authorized to call special meetings of the Board of
Directors may fix any place in or out of Oregon as the place for holding any
special meeting of the Board of Directors called by them.

     2.5 Notice. Notice of the date, time and place of any special meeting of
the Board of Directors shall be given at least 24 hours prior to the meeting by
notice communicated in person or by telephone, telegraph, teletype, facsimile
transmission or other form of wire or wireless communication, mail or courier
service sent to directors' business or home addresses. If written, notice shall
be effective at the earliest of (a) when received, (b) three days after its
deposit in the United States mail, as evidenced by the postmark, if mailed
postpaid and correctly addressed, (c) on the date shown on the return receipt,
if sent by registered or certified mail, return receipt requested and the
receipt is signed by or on behalf of the addressee, (d) if given by teletype or
facsimile, upon transmission of the message or (e) if given by overnight mail or
courier, one day after delivery to the overnight mail or courier service
company. Notice by all other means shall be deemed effective when received by or
on behalf of the director. Notice of any regular or special meeting need not
describe the purposes of the meeting unless required by law or the Articles of
Incorporation.

     2.6 Waiver of Notice. A director may at any time waive any notice required
by law, these Bylaws or the Articles of Incorporation. Except as set forth
below, the waiver must be in writing, be signed by the director entitled to the
notice, specify the meeting for which notice is waived and be filed with the
minutes or corporate records. A director's attendance at or participation in a
meeting waives any required notice to the director of the meeting unless the
director at the beginning of the meeting, or promptly upon the director's
arrival, objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.

     2.7 Quorum. A majority of the number of directors set forth in Section 2.2
of these Bylaws shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors. If less than a quorum is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.

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     2.8 Manner of Acting. The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors,
unless a different number is provided by law, the Articles of Incorporation or
these Bylaws.

     2.9 Meeting by Telephone Conference; Action Without Meeting.

          (1) Directors may participate in a regular or special meeting by, or
conduct the meeting through, use of any means of communications by which all
directors participating may simultaneously hear each other during the meeting.
Participation in a meeting by this means shall constitute presence in person at
the meeting.

          (2) Any action that is required or permitted to be taken at a meeting
of the Board of Directors may be taken without a meeting if one or more written
consents describing the action taken are signed by all of the directors entitled
to vote on the matter and included in the minutes or filed with the corporate
records reflecting the action taken. The action shall be effective when the last
director signs the consent, unless the consent specifies an earlier or later
effective date.

     2.10 Vacancies. Any vacancy on the Board of Directors, including a vacancy
resulting from an increase in the number of directors, may be filled by the
shareholders, the Board of Directors, the remaining directors if less than a
quorum (by the vote of a majority thereof) or by a sole remaining director. Any
vacancy not filled by the directors shall be filled by election at an annual
meeting or at a special meeting of shareholders called for that purpose. A
vacancy that will occur at a specified later date, by reason of a resignation or
otherwise, may be filled before the vacancy occurs, but the new director may not
take office until the vacancy occurs.

     2.11 Compensation. By resolution of the Board of Directors, the directors
may be paid reasonable compensation for services as directors and their expenses
of attending meetings of the Board of Directors.

     2.12 Presumption of Assent. A director who is present at a meeting of the
Board of Directors or a committee of the Board of Directors shall be deemed to
have assented to the action taken at the meeting unless (a) the director's
dissent or abstention from the action is entered in the minutes of the meeting,
(b) the director delivers a written notice of dissent or abstention to the
action to the presiding officer of the meeting before any adjournment or to the
Corporation immediately after the adjournment of the meeting or (c) the director
objects at the beginning of the meeting or promptly upon the director's arrival
to the holding of the meeting or transacting business at the meeting. The right
to dissent or abstain is not available to a director who voted in favor of the
action.

     2.13 Removal. The shareholders may remove one or more directors with cause,
only if such removal is approved by a vote of the holders of two-thirds of the
votes entitled to be case on the matter, at a meeting called expressly for that
purpose.

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     2.14 Resignation. Any director may resign by delivering written notice to
the Board of Directors, its chair or the Corporation. Unless the notice
specifies a later effective date, a resignation notice shall be effective upon
the earlier of (a) receipt, (b) five days after its deposit in the United States
mails, if mailed postpaid and correctly addressed, or (c) on the date shown on
the return receipt, if sent by registered or certified mail, return receipt
requested, and the receipt is signed by addressee. Once delivered, a resignation
notice is irrevocable unless revocation is permitted by the Board of Directors.

                                   ARTICLE III

                             COMMITTEES OF THE BOARD

     3.1 Committees. The Board of Directors may create one or more committees
and appoint members of the Board of Directors to serve on them. Each committee
shall have two or more members. The creation of a committee and appointment of
members to it must be approved by a majority of all directors in office when the
action is taken. Subject to any limitation imposed by the Board of Directors or
by law, each committee may exercise all the authority of the Board of Directors
in the management of the Corporation. A committee may not take any action that a
committee is prohibited from taking by the Oregon Business Corporation Act.

     3.2 Changes of Size and Function. Subject to the provisions of law, the
Board of Directors shall have the power at any time to change the number of
committee members, fill committee vacancies, change any committee members and
change the functions and terminate the existence of a committee.

     3.3 Conduct of Meetings. Each committee shall conduct its meetings in
accordance with the applicable provisions of these Bylaws relating to meetings
and action without meetings of the Board of Directors. Each committee shall
adopt any further rules regarding its conduct, keep minutes and other records
and appoint subcommittees and assistants as it deems appropriate.

     3.4 Compensation. By resolution of the Board of Directors, committee
members may be paid reasonable compensation for services on committees and their
expenses of attending committee meetings.

                                   ARTICLE IV

                                    OFFICERS

     4.1 Appointment. The Board of Directors at its first meeting following its
election each year shall appoint a Chair of the Board of Directors ("Chair of
the Board"), a

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President and a Secretary. The Board of Directors or the Chair of the Board may
appoint any other officers, assistant officers and agents. Any two or more
offices may be held by the same person.

     4.2 Compensation. The Corporation may pay its officers reasonable
compensation for their services as fixed from time to time by the Board of
Directors or by the Chair of the Board with respect to officers appointed by the
Chair of the Board.

     4.3 Term. The term of office of all officers commences upon their
appointment and continues until their successors are appointed or until their
resignation or removal.

     4.4 Removal. Any officer or agent appointed by the Board of Directors or
the Chair of the Board may be removed by the Board of Directors at any time with
or without cause. Any officer or agent appointed by the Chair of the Board may
be removed by the Chair of the Board at any time with or without cause.

     4.5 Chair of the Board. The Chair of the Board shall be the chief executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. The Chair of the Board may execute in behalf of the
Corporation all contracts, agreements, stock certificates and other instruments.
The Chair of the Board shall from time to time report to the Board of Directors
all matters within the Chair of the Board's knowledge which should be brought to
the attention of the Board of Directors. The Chair of the Board shall vote all
shares of stock in other corporations owned by the Corporation, and shall be
empowered to execute proxies, waivers of notice, consents and other instruments
in the name of the Corporation with respect to such stock. The Chair of the
Board shall preside at all meetings of the Board of Directors and shall perform
any duties and responsibilities prescribed from time to time by the Board of
Directors.

     4.6 President. The President shall be the chief operating officer of the
Corporation and shall supervise the operations of the Corporation, subject to
the discretion of the Board of Directors and the Chair of the Board. The
President shall have any other duties and responsibilities prescribed by the
Board of Directors.

     4.7 Vice Presidents. Each Vice President shall perform duties and
responsibilities prescribed by the Board of Directors or the Chair of the Board.
The Board of Directors or the Chair of the Board may confer a special title upon
a Vice President.

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     4.8 Secretary.

          (1) The Secretary shall record and keep the minutes of all meetings of
the directors and shareholders in one or more books provided for that purpose
and perform any duties prescribed by the Board of Directors or the Chair of the
Board.

          (2) Any assistant secretary shall have the duties prescribed from time
to time by the Board of Directors, the Chair of the Board or the Secretary. In
the absence or disability of the Secretary, the Secretary's duties shall be
performed by an assistant secretary.

     4.9 Chief Financial Officer. The Chief Financial Officer shall have charge
and custody and be responsible for all funds and securities of the Corporation
and shall have other duties as prescribed from time to time by the Board of
Directors, the Chair of the Board or the President.

                                    ARTICLE V

                                 INDEMNIFICATION

     The Corporation shall indemnify to the fullest extent not prohibited by
law, any current or former director or officer of the Corporation who is made,
or threatened to be made, a party to an action, suit or proceeding, whether
civil, criminal, administrative, investigative or other (including an action,
suit or proceeding by or in the right of the Corporation) by reason of the fact
that such person is or was a director, officer, employee or agent of the
Corporation or a fiduciary within the meaning of the Employee Retirement Income
Security Act of 1974 with respect to any employee benefit plan of the Corpora
tion, or serves or served at the request of the Corporation as a director,
officer, employee or agent, or as a fiduciary of an employee benefit plan, of
another corporation, partnership, joint venture, trust or other enterprise. The
Corporation shall pay for or reimburse the reasonable expenses incurred by any
such current or former director or officer in any such proceeding in advance of
the final disposition of the proceeding if the person sets forth in writing (i)
the person's good faith belief that the person is entitled to indemnification
under this Article and (ii) the person's agreement to repay all advances if it
is ultimately determined that the person is not entitled to indemnification. No
amendment to these Bylaws that limits the Corporation's obligation to indemnify
any person shall have any effect on such obligation for any act or omission that
occurs prior to the later to occur of the effective date of the amendment or the
date notice of the amendment is given to the person. This Article shall not be
deemed exclusive of any other provisions for indemnification or advancement of
expenses of directors, officers, employees, agents and fiduciaries that may be
included in the Articles of Incorporation or any statute, agreement, general or
specific action of the Board of Directors, vote of shareholders or other
document or arrangement.

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                                   ARTICLE VI

                               ISSUANCE OF SHARES

     6.1 Adequacy of Consideration. Before the Corporation issues shares, the
Board of Directors shall determine that the consideration received or to be
received for the shares to be issued is adequate. The authorization by the Board
of Directors of the issuance of shares for stated consideration shall evidence a
determination by the Board that such consideration is adequate.

     6.2 Certificates for Shares.

          (1) Certificates representing shares of the Corporation shall be in
any form determined by the Board of Directors consistent with the requirements
of the Oregon Business Corporation Act and these Bylaws. The certificates shall
be signed, either manually or in facsimile, by two officers of the Corporation,
at least one of whom shall be the Chair of the Board, the President or a Vice
President, and may be sealed with the seal of the Corporation, if any, or a
facsimile thereof. All certificates for shares shall be consecutively numbered
or otherwise identified. The signatures of officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or any
assistant transfer agent or registered by a registrar, other than the
Corporation itself or an employee of the Corporation.

          (2) Every certificate for shares of stock that are subject to any
restriction on transfer or registration of transfer pursuant to the Articles of
Incorporation, the Bylaws, securities laws, a shareholders agreement or any
agreement to which the Corporation is a party shall have conspicuously noted on
the face or back of the certificate either the full text of the restriction or a
statement of the existence of the restriction and that the Corporation retains a
copy of the full text. Every certificate issued when the Corporation is
authorized to issue more than one class or series within a class of shares shall
set forth on its face or back either (a) a summary of the designations, relative
rights, preferences and limitations of the shares of each class and the
variations in rights, prefer ences and limitations for each series authorized to
be issued and the authority of the Board of Directors to determine variations
for future series or (b) a statement of the existence of those designations,
relative rights, preferences and limitations and a statement that the
Corporation will furnish a copy thereof to the holder of the certificate upon
written request and without charge.

          (3) All certificates surrendered to the Corporation for transfer shall
be canceled. The Corporation shall not issue a new certificate for previously
issued shares until the former certificate or certificates for those shares are
surrendered and canceled; except that in case of a lost, destroyed or mutilated
certificate, a new certificate may be issued on terms prescribed by the Board of
Directors.

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     6.3 Transfer Agent and Registrar. The Board of Directors may from time to
time appoint one or more transfer agents and one or more registrars for the
shares of the Corporation, with powers and duties determined by the Board of
Directors.

     6.4 Officer Ceasing to Act. If the person who signed a share certificate,
either manually or in facsimile, no longer holds office when the certificate is
issued, the certificate is nevertheless valid.

                                   ARTICLE VII

                 CONTRACTS, LOANS, CHECKS AND OTHER INSTRUMENTS

     7.1 Contracts. Except as otherwise provided by law, the Board of Directors
may authorize any officers or agents to execute and deliver any contract or
other instrument in the name of and on behalf of the Corporation, and this
authority may be general or confined to specific instances.

     7.2 Loans. The Corporation shall not borrow money and no evidence of
indebtedness shall be issued in its name unless authorized by the Board of
Directors. This authority may be general or confined to specific instances.

     7.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment
of money and notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed in the manner and by the officers or agents of the
Corporation designated by the Board of Directors.

     7.4 Deposits. All funds of the Corporation not otherwise employed shall be
deposited to the credit of the Corporation in those banks, trust companies or
other depositaries as the Board of Directors or officers of the Corporation
designated by the Board of Directors select, or be invested as authorized by the
Board of Directors.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

     8.1 Severability. A determination that any provision of these Bylaws is for
any reason inapplicable, invalid, illegal or otherwise ineffective shall not
affect or invalidate any other provision of these Bylaws.

     8.2 Amendments. These Bylaws may be amended or repealed and new Bylaws may
be adopted by the Board of Directors or the shareholders of the Corporation.

                                       Adopted:  March 30, 1994

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<PAGE>
                                       Amended:  July 22, 1994
                                                 September 23, 1996
                                                 March 25, 1997

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                                MERIX CORPORATION

                                BYLAW AMENDMENTS



     DATE                    SECTIONS                          COMMENT
   07/22/94     Art. I, Section 1.1                       Changed Date of
                                                          Annual Meeting
   09/23/96     Art. I, Sections 1.2, 1.12 and 1.13       Changed Chairman to
                                                          Chair
                Art. II, Sections 2.9 and 2.14
                Art. IV, Sections 4.1, 4.2, 4.4, 4.5,
                4.6, 4.7, 4.8(1) and (2) and 4.9
                Art. VI, Section 6.2(1)
    3/25/97     Art. I, Sections 1.4, 1.8(2), 1.12,       Clarified meeting
                1.13(1), (2)                              procedures and
                and (4)                                   notice requirements
                Art. II, Section 2.5

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