EXHIBIT 10.24




                               MERIX CORPORATION


                            ________________________


                                FOURTH AMENDMENT


                            Dated as of May 28, 199


                                       to


                            Note Purchase Agreements
                            dated September 10, 1996

                            ________________________


                       Re: $40,000,000 7.92% Senior Notes
                             due September 15, 2003


<PAGE>
                  FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENTS

     THIS FOURTH AMENDMENT dated as of May 28, 1999 (the or this "Fourth
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,
the Second Amendment to Note Purchase Agreements dated August 29, 1997, and the
Third Amendment to Note Purchase Agreements dated November 28, 1997, and
supplemented by the First Waiver Under Note Purchase Agreements dated as of
August 29, 1998, the Second Waiver Under Note Purchase Agreements dated as of
November 28, 1998, and the Third Waiver Under Note Purchase Agreements dated as
of February 27, 1999 is between MERIX CORPORATION, an Oregon corporation (the
"Company"), and each of the institutions which is a signatory to this Fourth
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,
the Second Amendment to Note Purchase Agreements dated August 29, 1997, and the
Third Amendment to Note Purchase Agreements dated November 28, 1997, and
supplemented by the First Waiver Under Note Purchase Agreements dated as of
August 29, 1998, the Second Waiver Under Note Purchase Agreements dated as of
November 28, 1998 and the Third Waiver Under Note Purchase Agreements dated as
of February 27, 1999 (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 Fourth Amendment a valid, legal and binding
instrument according to its terms for the purposes herein expressed have been
done or performed.

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     NOW, THEREFORE, 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. AMENDMENT

     1.1. Section 8.1 of the Note Purchase Agreements shall be and is hereby
          amended in its entirety to read as follows:

     "8.1. Required Prepayments.

               On September 15, 1999 and on each March 15 and September 15
          thereafter to and including March 15, 2003, the Company will prepay
          $4,000,000 principal amount (or such lesser principal amount as shall
          then be outstanding) of the Notes at par and without payment of the
          Make-Whole Amount or any premium, provided that upon any partial
          prepayment of the Notes pursuant to Section 8.2 or purchase of the
          Notes permitted by Section 8.5, the principal amount of each required
          prepayment of the Notes becoming due under this Section 8.1 on and
          after the date of such prepayment or purchase shall be reduced in the
          same proportion as the aggregate unpaid principal amount of the Notes
          is reduced as a result of such prepayment or purchase."

     1.2. 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 28, 1999, 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 2.00 to 1.00.

               (b) The Company will not permit the ratio, as of the end of the
          fiscal quarter of the Company ended November 27, 1999, of (i)
          Consolidated Income Available for Interest Charges for the period of
          the two consecutive fiscal quarters then ended to (ii) Interest
          Charges for the period of the two consecutive fiscal quarters then
          ended, to be less than 2.00 to 1.00.

               (c) The Company will not permit the ratio, as of the end of the
          fiscal quarter of the Company ended February 26, 2000,

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          of (i) Consolidated Income Available for Interest Charges for the
          period of the three consecutive fiscal quarters then ended to (ii)
          Interest Charges for the period of the three consecutive fiscal
          quarters then ended, to be less than 2.00 to 1.00.

               (d) The Company will not permit the ratio, as of the end of any
          fiscal quarter of the Company ended after February 26, 2000, 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 period of the four consecutive fiscal quarters then
          ended, to be less than 2.00 to 1.00.

     1.3. Section 10.5 of the Note Purchase Agreements shall be and is hereby
amended in its entirety to read as follows:

     "10.5. Consolidated Net Worth.

               The Company will not, at any time, permit Consolidated Net Worth
          to be less than the sum of (a) $49,000,000 plus (b) an aggregate
          amount equal to 50% of Consolidated Net Income (but, in each case,
          only if a positive number) for each completed fiscal quarter of the
          Company beginning with the fiscal quarter ended August 28, 1999."

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

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

               (a) this Fourth Amendment has been duly authorized, executed and
          delivered by the Company and this Fourth Amendment, the Note Purchase
          Agreements, as amended by this Fourth 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 Fourth 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,

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          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,
          or give any other Person the right to require the Company to purchase
          or repay any Debt 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 a party 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;

               (c) after giving effect to this Fourth Amendment, (i) no Default
          or Event of Default has occurred and is continuing and (ii) except as
          disclosed on Schedule 1 attached to this Fourth Amendment, no event
          has occurred and no condition exists which has had a Material Adverse
          Effect; and

               (d) except as disclosed on Schedule 1 attached to this Fourth
          Amendment, 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 FOURTH AMENDMENT.

     3.1. This Fourth Amendment shall become effective and binding upon the
Company and the Noteholders at such time as (a) executed counterparts of this
Fourth Amendment, duly executed by the Company and the Noteholders, shall have
been delivered to the Noteholders and (b) the Company shall have paid (in
immediately available funds) a fee of $75,000 in the aggregate to the
Noteholders (such fee to be allocated among the Noteholders in proportion to the
respective principal amounts of the Notes held by each).

SECTION 4. PAYMENT OF NOTEHOLDERS' COUNSEL FEES AND EXPENSES.

     4.1. 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 Fourth Amendment.

SECTION 5. MISCELLANEOUS.

     5.1. 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 Fourth Amendment embodies the entire agreement and
understanding

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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 Fourth Amendment
may refer to the Note Purchase Agreements without making specific reference to
this Fourth Amendment but nevertheless all such references shall include this
Fourth Amendment unless the context otherwise requires. This Fourth Amendment is
an Operative Document. The headings in this Fourth 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 Fourth 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 Fourth 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 Fourth Amendment and return it to the Company, whereupon the
foregoing shall become a binding agreement between you and the Company.

MERIX CORPORATION


By:  JANIE S. BROWN
     ----------------------------------
Its  Chief Financial Officer


Accepted and Agreed to:

JOHN HANCOCK MUTUAL LIFE
   INSURANCE COMPANY


By:  DANA DONOVAN
     ----------------------------------
Its  Senior Investment Officer


JOHN HANCOCK VARIABLE LIFE
   INSURANCE COMPANY


By:  DANA DONOVAN
     ----------------------------------
Its  Senior Investment Officer


MASSACHUSETTS MUTUAL LIFE
   INSURANCE COMPANY


By:  RICHARD C. MORRISON
     ----------------------------------
Its  Managing Director


CM LIFE INSURANCE COMPANY


By:  RICHARD C. MORRISON
     ----------------------------------
Its  Investment Officer

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                                   SCHEDULE I
                                       TO
                                FOURTH AMENDMENT


                            dated as of May 28, 1999


                                     BETWEEN


                               MERIX CORPORATION,
                   JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY,
                  JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY,
                   MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

                                       AND

                           C.M. LIFE INSURANCE COMPANY



     The representations and warranties in Section 5.3 of the Note Purchase
Agreements are qualified by the effects of the restructuring of the Company
disclosed in a press release dated August 18, 1998 and the operating losses
incurred by the Company through February 27, 1999 as reflected in the Company's
financial statements.