EXHIBIT 3.4

Exhibit 3.4


RESTATED BYLAWS

OF

TTM TECHNOLOGIES, INC.

ARTICLE I

CORPORATE OFFICES AND AGENT
---------------------------

1. REGISTERED OFFICE AND AGENT. The registered office of TTM
Technologies, Inc. (the "Corporation") shall be located in the State of
Washington at such place as may be fixed from time to time by the Board of
Directors of the Corporation (the "Board") and the Corporation shall file the
appropriate notice thereof with the Secretary of State for the State of
Washington. The registered agent of the Corporation shall have a business office
identical with the Corporation's registered office.

2. OTHER OFFICES. The Board shall establish a principal office
for the transaction of the Corporation's business and may at any time establish
other offices of the Corporation at such place or places where the business of
the Corporation may require.

ARTICLE II

SHAREHOLDERS' MEETINGS
----------------------

1. MEETING PLACE. All meetings of the shareholders of the
Corporation ("Shareholders" or "Shareholder", as context requires) shall be held
at the Corporation's principal office for the transaction of business, or at
such other place as shall be determined from time to time by the Board.

2. ANNUAL MEETING TIME. The annual meeting of the Shareholders
for the election of directors of the Corporation ("Directors" or "Director", as
required by context) and for the transaction of such other business as may
properly come before the meeting shall be held each year on the 1st day of April
at the hour of 6:00 p.m., if not a Saturday, Sunday or legal holiday, and if a
Saturday, Sunday or legal holiday, then on the next business day following, at
the same hour.

3. BUSINESS AT ANNUAL MEETING. The election of Directors shall
take place and other proper business for the Shareholders to consider may be
transacted at the annual meeting of Shareholders, provided that such nominations
or business are properly brought before such meeting. To be properly brought
before the annual meeting, nominations for

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Director positions and business for consideration by the Shareholders must be
(a) set forth in the Corporation's notice of the meeting, (b) made or brought by
or at the direction of the Board or (c) made or brought before the meeting by a
Shareholder pursuant to written notice thereof to the Secretary of the
Corporation, in accordance with Section 6 of this Article, and received by the
Secretary not fewer than 120 nor more than 150 days prior to the anniversary
date of the prior year's annual meeting. No nominations shall be considered or
other business conducted at any annual meeting of Shareholders except in
accordance with this Section.

4. SPECIAL MEETINGS. A special meeting of the Shareholders
("Special Meeting") may be called at any time, for any purpose or purposes for
which such a meeting may lawfully be called, by (i) the Chairman of the Board,
(ii) a majority of the Board, (iii) the Chief Executive Officer of the
Corporation or (iv) the Secretary of the Corporation. The Shareholders of the
Corporation may demand a Special Meeting for any purpose or purposes for which
such a meeting may lawfully be called by the Shareholders holding at least a
majority of the shares entitled to vote on the issue or issues proposed to be
considered at the Special Meeting by delivering a written demand for such
Special Meeting to the Secretary of the Corporation. A demand by Shareholders
for a Special Meeting must be signed by Shareholders holding the requisite
number of shares required by the Articles of Incorporation of the Corporation
("Articles of Incorporation") for a Special Meeting to be demanded by the
Shareholders and describe each purpose for which the Special Meeting is demanded
in sufficient detail so that if the description is used verbatim in a notice of
Special Meeting, Shareholders entitled to vote at such Special Meeting will upon
reading the description be informed as to the purpose or purposes of the Special
Meeting. Upon receipt of such a demand which meets the requirements of the
Articles of Incorporation and these Bylaws, the Secretary shall deliver a copy
of the demand to each of the Directors and, in the normal course, call a Special
Meeting as demanded and as provided in these Bylaws.

5. NOTICE OF SHAREHOLDER MEETINGS.

(a) ANNUAL MEETING. Except as provided in subsection
(c) hereunder, notice of the date, time and place of the annual meeting of
shareholders shall be given by written or printed notice of the same no less
than ten (10) days nor more than sixty (60) days prior to the meeting date to
each shareholder of record entitled to vote at such meeting.

(b) SPECIAL MEETING. Except as provided in subsection
(c) hereunder, notice of the date, time, place and purpose or purposes of a
special meeting of the shareholders shall be given by written or printed notice
no less than ten (10) days nor more than sixty (60) days prior to the meeting
date to each shareholder of record entitled to vote at such meeting.

(c) SPECIAL NOTICE PROVISIONS. Notice of a
shareholders' meeting at which the shareholders will be called to act upon an
amendment to the Articles of Incorporation of the Corporation (the "Articles of
Incorporation"), a plan of merger or share exchange, a proposed sale of assets
other than in the regular course of business or the

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dissolution of the Corporation shall be given no less than twenty (20) days nor
more than sixty (60) days before the meeting date to all shareholders of record.

6. ADVANCED NOTICE OF SHAREHOLDER NOMINATIONS FOR DIRECTORS
AND PROPOSALS OF BUSINESS FOR THE ANNUAL MEETING OF SHAREHOLDERS. Shareholder
nominations of persons for election to the Board and proposals of business to be
considered by the Shareholders at the annual meeting of Shareholders may only be
brought before the annual meeting by a Shareholder who is a Shareholder of
record at the time of the annual meeting, who is entitled to vote at the annual
meeting and who complies with the notice procedures set forth in this Section.
In addition to any other applicable legal or regulatory requirements for
nominations of persons for election to the Board to be properly brought or for
other business to be properly brought before the annual meeting of the
Shareholders, the Shareholder who is qualified to bring such matters before the
annual meeting must have delivered timely notice thereof in writing to the
Secretary of the Corporation within the time period provided in Section 3 of
this Article. In no event shall the public announcement of an adjournment of a
shareholders' meeting commence a new time period for the delivery of a
Shareholder's notice as described above.

The Shareholder's notice shall set forth (a) as to each person
whom the shareholder proposes to nominate for election or re-election as a
director, all information which is required by applicable law to be disclosed
with regard to someone seeking election or re-election as a director of a
corporation, and (b) as to any other business that the Shareholder proposes to
bring before the annual meeting, a brief description of the business desired to
be brought before the meeting, the reasons for conducting such business at the
meeting, any material interest in such business of such Shareholder and the
beneficial owner, if any, on whose behalf the proposal is made and all other
information which is required by applicable law to be disclosed with regard to
such business being placed before the Shareholders for consideration. In
addition, the notice shall contain, as to the Shareholder giving notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such Shareholder, as they appear on the Corporation's
books, and of such beneficial owners, and (ii) the class and number of shares of
the Corporation which are owned beneficially and of record by such shareholder
and such beneficial owner.

Shareholder nominations of persons for election to the Board
and Shareholder proposals of business to be considered by the Shareholders at
the annual meeting of Shareholders shall not be brought before the annual
meeting unless there has been compliance with the procedures set forth in this
Section. The person presiding over the annual meeting of the Shareholders shall,
if the facts warrant, determine if a Shareholder's nomination of a person for
election to the Board or proposal of business to be considered at the annual
meeting was not brought in compliance with this Section and if it is so
determined, he shall declare at the meeting that any such nominees were not
properly nominated and shall not be eligible to receive votes in the election of
directors at the meeting or that any such business was not properly brought
before the meeting shall not be transacted, as the case may be.

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7. RECORD DATE. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders, or at any
adjournment thereof, the Board shall fix in advance a record date for any such
determination of shareholders, such date to be not more than seventy (70) days,
and in case of a meeting of shareholders, not less than ten (10) days, prior to
the date on which the particular action requiring such determination of
shareholders is to be taken.

8. SHAREHOLDERS' LIST. After fixing a record date for a
shareholders' meeting, the Corporation shall prepare an alphabetical list of the
names of all its shareholders on the record date who are entitled to notice of a
shareholders' meeting. Such list shall be arranged by voting group, and within
each voting group by class or series of shares, and show the address of and
number of shares held by each shareholder. The shareholders' list shall be kept
on file at the Corporation' principal office for the transaction of business for
a period beginning ten days prior and through such meeting and shall be
available at the time and place of such meeting for the inspection by any
shareholder or any shareholder's agent or attorney.

9. QUORUM. Except as otherwise required by law, a quorum at
any annual or special meeting of the shareholders shall consist of shareholders
representing, either in person or by proxy, a majority of the shares entitled to
vote on each matter by each voting group.

10. VOTING.

(a) ONE SHARE ONE VOTE. Except as otherwise provided
in the Articles of Incorporation and subject to the provisions of the laws of
the State of Washington, each outstanding share, regardless of class, is
entitled to one vote on each matter voted on at a shareholders' meeting.

(b) DECISIONS OF SHAREHOLDERS. If a quorum exists,
action upon a matter, other than the election of directors or such other matters
which by express provision of law, the Articles of Incorporation or these Bylaws
requires a greater number of votes, is approved by a voting group if the votes
cast within the voting group favoring the action exceed the votes cast within
the voting group opposing the action.

(c) DIRECTOR ELECTION VOTING. Unless otherwise
provided in the Articles of Incorporation, in any election of directors the
candidates elected are those receiving the largest numbers of votes cast by the
shareholders holding shares entitled to vote in the election, up to the number
of directors to be elected by such shares.

11. PROXIES. A shareholder may vote either in person or by
appointing a proxy by signing an appointment form, either personally or by the
shareholder's attorney-in-fact or agent. An appointment of a proxy is effective
when received by the person authorized to tabulate votes for the Corporation. An
appointment of a proxy is valid for eleven months unless a longer period is
expressly provided in the appointment form.


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12. ADJOURNMENT OF A MEETING. If a shareholders' meeting is
adjourned to a different place, date or time, whether for failure to achieve a
quorum or otherwise, notice need not be given of the new place, date or time if
the new place, date or time is announced at the meeting before adjournment. When
a determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in these Bylaws, that determination shall apply to any
adjournment of that meeting, unless the Washington Business Corporation Act (the
"Act") requires fixing a new record date. If the Act requires that a new record
date be set for the adjourned meeting, notice of the adjourned meeting must be
given to shareholders as of the new record date. Any business may be transacted
at an adjourned meeting that could have been transacted at the meeting as
originally called.

13. WAIVER OF NOTICE. A written waiver of any notice required to
be given to any shareholder, signed by the person or persons entitled to such
notice, whether before or after the time stated therein for the meeting, shall
be deemed the giving of such notice by the Corporation, provided that such
waiver has been delivered to the Corporation for inclusion in the minutes or
filing with the Corporation's records. A shareholder's attendance at a meeting
waives the shareholder's right to object to the meeting because of lack of or
defective notice thereof, unless the shareholder at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting.

14. ACTION OF SHAREHOLDERS BY COMMUNICATIONS EQUIPMENT.
Shareholders may participate in any meeting of shareholders by any means of
communication by which all persons participating in the meeting can hear each
other during the meeting. A shareholder participating in a meeting by this means
is deemed to be present in person at the meeting.

ARTICLE III

SHARES OF STOCK
---------------

1. ISSUANCE OF SHARES. No shares of the Corporation's capital
stock shall be issued unless authorized by the Board or by a committee empowered
by the Board to do so.

2. SHARE CERTIFICATES. Certificates representing shares of the
Corporation shall be issued in numerical order, and each shareholder shall be
entitled to a certificate signed by, or in the name of, the Corporation by any
two of the following officers: the Chief Executive Officer; the President; the
Treasurer; the Secretary or an Assistant Secretary; or any other officer of the
Corporation authorized by the Board to sign such certificates. Share
certificates may be sealed with the corporate seal, if any. Facsimiles of the
signatures and seal may be used as permitted by law. Every share certificate
shall state: (a) the name of the Corporation; (b) that the Corporation is
organized under the laws of the State of Washington; (c) the name of the person
to whom the share certificate is issued; (d) the number, class and series (if
any) of shares that the certificate represents; and (e) if the Corporation is
authorized to issue shares of more than one class or series, that upon written
request and without charge, the Corporation will furnish any shareholder with a
full statement of the designations,


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preferences, limitations and relative rights of the shares of each class or
series, and the authority of the Board to determine variations for future
series.

3. CONSIDERATION FOR SHARES. Shares of the Corporation may be
issued for such consideration as shall be determined by the Board to be
adequate. The consideration for the issuance of shares may be paid in whole or
in part in cash, or in any tangible or intangible property or benefit to the
Corporation, including but not limited to promissory notes, services performed,
contracts for services to be performed, or other securities of the Corporation.
Establishment by the Board of the amount of consideration received or to be
received for shares of the Corporation shall be deemed to be a determination
that the consideration so established is adequate.

4. TRANSFERS. The transfer of shares of the Corporation shall
be made only on the stock transfer books of the Corporation pursuant to
authorization or document of transfer made by the holder of record thereof or by
his legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney-in-fact authorized by power of attorney duly
executed and filed with the Secretary of the Corporation. All certificates
surrendered to the Corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificates for a like number of
shares shall have been surrendered and canceled.

5. LOSS OR DESTRUCTION OF CERTIFICATES. In the event of the
loss or destruction of any certificate, a new certificate may be issued in lieu
thereof upon satisfactory proof of such loss or destruction, and upon the giving
of security against loss to the Corporation by bond, indemnity or otherwise, to
the extent deemed necessary by the Board, the Secretary, or the Treasurer.

ARTICLE IV

BOARD OF DIRECTORS
------------------

1. POWERS. All Corporate powers shall be exercised by or under
the authority of, and the business, affairs, property and interests of the
Corporation shall be managed under the direction of the Board. In addition to
the powers and authorities expressly conferred upon it by these Bylaws and by
the Articles of Incorporation, the Board may exercise all such powers of the
Corporation and do all such lawful acts as are not prohibited by statute or by
the Articles of Incorporation or by these Bylaws or as directed or required to
be exercised or done by the shareholders.

2. NUMBER AND TERM.

(a) NUMBER. The Board shall consist of nine (9)
persons. Directors need not be shareholders of the Corporation or residents
of the State of Washington.

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(b) STAGGERED BOARD AND TERM. The directorship
positions shall be divided into three classes with said classes designated as
Class I, Class II and Class III, respectively. Directors shall be assigned to
each class in accordance with a resolution or resolutions adopted by the Board.
Each class shall consist, as nearly as may be possible, of one-third (1/3) of
the total number of directors constituting the entire Board. The initial term of
office of the Class I directors shall expire at the annual meeting of
shareholders in 2001 and Class I directors shall then and thereafter be elected
for a full term of three (3) years. The initial term of office of the Class II
directors shall expire at the annual meeting of shareholders in 2002 and Class
II directors shall then and thereafter be elected for a full term of three (3)
years. The initial term of office of the Class III directors shall expire at the
annual meeting of shareholders in 2003 and Class III directors shall then and
thereafter be elected for a full term of three (3) years. After the initial term
of office for the directors in each of the three classes has expired, then the
term of office of each class of directors shall be three years. Directors shall
hold office until the annual meeting for the year in which their respective
terms of office expire and until their successors shall be elected and shall
qualify, subject, to prior death, resignation, retirement, disqualification or
removal from office. If the number of directors is changed, any increase or
decrease in directorships shall be apportioned among the three classes so as to
maintain the number of directors in each class as nearly equal as possible, and
any additional directors of any class elected to fill a vacancy resulting from
an increase in such class shall hold office only until next election of
directors of that class by the shareholders.

3. CHANGE OF NUMBER. The number of directors may at any time
be increased or decreased by amendment to these Bylaws, provided that no
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director.

4. VACANCIES. All vacancies in the Board, whether caused by
resignation, death or otherwise, may be filled by the affirmative vote of a
majority of the remaining directors in office even if less than a quorum of the
Board is all that is available to vote. A director so elected to fill a vacancy
shall hold office until the next shareholders' meeting at which directors of his
class are elected and until his successor is elected and qualified. Any
directorship to be filled by reason of an increase in the number of directors
may be filled by the Board for a term of office continuing only until the next
election of directors for the class of the directorship position filled by the
shareholders and until his successor is elected and qualified.

5. RESIGNATION. A director may resign at any time by
delivering written notice to the Board, the President or the Secretary. A
resignation is effective when the notice is delivered unless the notice
specifies a later effective date.

6. REMOVAL OF DIRECTORS. At a special meeting of shareholders
called expressly for that purpose, the entire Board, or any member or members
thereof, may be removed, but only for cause by vote for removal of a specific
director by shareholders holding a majority of the shares then entitled to vote
at an election for directors of the Corporation, voting as a single voting
group. The notice of such special meeting must state that the


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purpose, or one of the purposes, of the meeting is removal of the director or
directors, as the case may be.

7. ANNUAL AND REGULAR MEETINGS. The annual meeting of the
Board shall be held without notice immediately after adjournment of and at the
same place as the annual meeting of shareholders. By resolution, the Board, or
any committee thereof, may specify the date, time and place for holding its
regular meetings without notice other than such resolution.

8. SPECIAL MEETINGS. Special meetings of the Board or any
committee thereof may be called, in the case of the Board, by or at the request
of the Chairman of the Board, the President, the Secretary or a majority of the
Board meetings and, in the case of a committee, by the Chairman thereof. The
person or persons authorized to call special meetings may fix any place either
within or without the State of Washington as the place for holding any special
Board or committee meeting called by them. Notice of a special Board or
committee meeting stating the place, day and hour of the meeting shall be given
to a director in writing or orally at least 2 days prior to the date of such
meeting. Neither the business to be transacted at, nor the purpose of, any
special meeting need be specified in the notice of such meeting.

9. WAIVER OF NOTICE. A director may waive any notice required by
law, by the Articles of Incorporation or by these Bylaws before or after the
time stated for the meeting, and such waiver shall be equivalent to the giving
of such notice. Such waiver must be in writing, signed by the director entitled
to such notice and delivered to the Corporation for inclusion in the minutes or
filing with the Corporation's records. A director's attendance at or
participation in a Board or committee meeting shall constitute a waiver of 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 at the
meeting, 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.

10. QUORUM. At all meetings of the Board, or of any committee
thereof, a majority of the authorized number of directors for the Board or a
majority of the designated members of the committee shall constitute a quorum
for the transaction of business and the act of majority of the directors present
at any meeting at which there is a quorum shall be the act of the Board, or of
the committee thereof, except as the Articles of Incorporation, these Bylaws or
the Act may otherwise specifically provide. If a quorum is not present at any
meeting of the Board, or of the committee thereof, then the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present.

11. PRESUMPTION OF ASSENT. A director who is present at a
meeting of the Board at which action on a corporate matter is taken is deemed to
have assented to such action unless: (a) the director objects at the beginning
of the meeting, or promptly upon the director's arrival, to the holding of, or
transaction of business at, the meeting; (b) the director's dissent or
abstention from the action is entered in the minutes of the meeting; or (c)


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the director delivers written notice of the director's dissent or abstention
to the presiding officer of the meeting before its adjournment or to the
Corporation within a reasonable time after adjournment of the meeting. The
right to dissent to or abstain from any action on a corporate matter which is
taken at a meeting is not available to a director who voted in favor of the
action taken.

12. ACTION BY DIRECTORS WITHOUT A MEETING. Any action required
or permitted to be taken at a meeting of the Board, or of a committee thereof,
may be taken without a meeting if the action is taken by all members of the
Board of the committee. The action must be evidenced by one or more written
consents setting forth the action taken, signed by each of the directors, or by
each of the members of the committee, as the case may be, either before or after
the action taken, and delivered to the Corporation for inclusion in the minutes
or filing with the Corporation's records. Action taken under this section is
effective when the last director signs the consent, unless the consent specifies
a later effective date.

13. PARTICIPATION BY MEANS OF COMMUNICATIONS EQUIPMENT. Any or
all directors may participate in a regular or special meeting of the Board or a
committee thereof by, or may conduct the meeting through the use of, any means
of communication by which all directors participating can hear each other during
the meeting.

14. COMMITTEES. The Board, by resolution adopted by the greater
of a majority of the directors then in office and the number of directors
required to take action in accordance with these Bylaws, may create standing or
temporary committees, including an executive committee, and appoint members
thereto from its own number and invest such committees with such powers as it
may see fit, subject to such conditions as may be prescribed by the Board, these
Bylaws and the Act. Each committee must have two or more members, who shall
serve at the pleasure of the Board. Each committee shall have and may exercise
all of the authority of the Board to the extent provided in the resolution of
the Board creating the committee and any subsequent resolutions pertaining
thereto and adopted in like manner, except that no such committee shall have the
authority to: (1) authorize or approve a distribution except according to a
general formula or method prescribed by the Board; (2) approve or propose to
shareholders actions or proposals required by the Act to be approved by
shareholders; (3) fill vacancies on the Board or any committee thereof: (4)
adopt, amend or repeal Bylaws: (5) amend the Articles of Incorporation pursuant
to RCW 23B.10.020: (6) approve a plan of merger not requiring shareholder
approval: or (7) authorize or approve the issuance or sale or contract for sale
of shares, or determine the designation and relative rights, preferences and
limitations of a class or series of shares, except that the Board may authorize
a committee or a senior executive officer of the Corporation to do so within
limits specifically prescribed by the Board. The Board may remove any member of
any committee elected or appointed by it but only by the affirmative vote of the
greater of a majority of the directors then in office and the number of
directors required to take action in accordance with these Bylaws.

15. COMPENSATION. By Board resolution, directors and committee
members may be paid their expenses, if any, of attendance at each Board or
committee meeting, or a

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fixed sum for attendance at each Board or committee meeting, or a stated salary
as director or a committee member, or a combination of the foregoing. No such
payment shall preclude any director or committee member from serving the
Corporation in any other capacity and receiving compensation therefor.

16. PROCEDURAL PROVISIONS. The Board may adopt rules of
procedure to govern any meetings of shareholders or directors to the extent not
inconsistent with law, the Articles of Incorporation, or these Bylaws, as they
are in effect from time to time. In the absence of any rules of procedure
adopted by the Board, the chairman of the meeting shall make all decisions
regarding the procedures for any meeting.

ARTICLE V

OFFICERS
--------

1. DESIGNATIONS. The officers of the Corporation shall be a
Chief Executive Officer, President, Secretary, and Treasurer. The Corporation
may also have, at the discretion of the Board, one or more vice presidents,
assistant secretaries, assistant treasurers, and such other officers as the
Board may appoint. The Board shall appoint all officers. Any two or more offices
may be held by the same individual.

The Board, in its discretion, may elect a Chairman from among
its members to serve as Chairman of the Board, who, when present, shall preside
at all meetings of the Board and the shareholders, and who shall have such other
powers as the Board may determine.

2. APPOINTMENT AND TERM OF OFFICE. The officers of the
Corporation shall be appointed annually by the Board at the first meeting of the
Board held after each annual meeting of the shareholders and at such other times
as an officer position is vacant and the Board determines that such position
needs to be filled. Each officer shall hold office until a successor shall have
been appointed and qualified, or until such officer's earlier death, resignation
or removal.

3. POWERS AND DUTIES. If the Board appoints persons to fill
the following positions, such officers shall have the power and duties set forth
below:

(a) CHIEF EXECUTIVE OFFICER. The Chief Executive
Officer shall be the Chief Executive Officer of the Corporation, shall preside
over meetings of the Board and shareholders in the absence of a Chairman of the
Board and, subject to the Board's control, shall supervise and control all of
the assets, business and affairs of the Corporation. The Chief Executive Officer
may sign certificates, deeds, mortgages, bonds, contracts or other instruments,
except when the signing and execution thereof have been expressly delegated by
the Board or by these Bylaws to some other officer or agent of the Corporation
or are required by the Act to be otherwise signed or executed by some other
officer or in some other manner.

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In general, the Chief Executive Officer shall perform all duties incident to the
office of Chief Executive Officer and such other duties as are prescribed by the
Board from time to time.

(b) THE PRESIDENT. In the event of the death of the
Chief Executive Officer or his inability or unavailability to act, the President
shall perform the duties of the Chief Executive Officer, except as may be
limited by resolution of the Board, with all the powers of and subject to all
the restrictions upon the Chief Executive Officer. The President shall have, to
the extent authorized by the Chief Executive Officer or the Board, the same
powers as the Chief Executive officer to sign certificates, deeds, mortgages,
bonds, contracts or other instruments. The President shall perform such other
duties as from time to time may be assigned to him by the Chief Executive
Officer or the Board. If no Secretary has been appointed, the President shall
have responsibility for the preparation of minutes of meetings of the Board and
shareholders and for authentication of the records of the Corporation.

(c) VICE-PRESIDENTS. In the event of the death of the
President or his inability to act, the Vice President (or if there is more than
one Vice President, the Vice President who was designated by the Board as the
successor to the President, or if no Vice President is so designated, the Vice
President first elected to such office) shall perform the duties of the
President, except as may be limited by resolution of the Board, with all the
powers of and subject to all the restrictions upon the President. Vice
Presidents shall perform such other duties as from time to time may be assigned
to them by the Chief Executive Officer or the President or by the Board.

(d) THE SECRETARY. The Secretary shall be responsible
for preparation of minutes of the meetings of the Board and shareholders,
maintenance of the Corporation's records and stock registers, and authentication
of the Corporation's records and shall in general perform all duties incident to
the office of Secretary and such other duties as from time to time may be
assigned to him by the Chief Executive Officer or the President or by the Board.
In the absence of the Secretary, an Assistant Secretary may perform the duties
of the Secretary.

(e) THE TREASURER. The Treasurer shall have charge
and custody of and be responsible for all funds and securities of the
Corporation, receive and give receipts for moneys due and payable to the
Corporation from any source whatsoever, and deposit all such moneys in the name
of the Corporation in banks, trust companies or other depositories selected by
the Board, and in general perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the Chief Executive Officer or the President or by the Board. In the absence of
the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.
If required by the Board, the Treasurer or any Assistant Treasurer shall give a
bond for the faithful discharge of his duties in such amount and with such
surety or sureties as the Board shall determine.

4. DELEGATION. In the case of absence or inability to act of
any officer of the Corporation and of any person herein authorized to act in
such officer's place, the Board


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may from time to time delegate the powers or duties of such officer to any other
officer or any director or other person whom it may in its sole discretion
select.

5. VACANCIES. Vacancies in any office arising from any cause
may be filled by the Board at any regular or special meeting thereof.

6. OTHER OFFICERS. The Board, or a duly appointed officer to
whom such authority has been delegated by Board resolution, may appoint such
other officers and agents as it shall deem necessary or expedient, 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.

7. RESIGNATION. An officer may resign at any time by
delivering notice to the Corporation. Such notice shall be effective when
delivered unless the notice specifies a later effective date. Any such
resignation shall not affect the Corporation's contract rights, if any, with the
officer.

8. REMOVAL. Any officer elected or appointed by the Board may
be removed at any time, with or without cause, by the affirmative vote of a
majority of the entire Board, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.

9. SALARIES AND CONTRACT RIGHTS. The salaries, if any, of the
officers shall be fixed from time to time by the Board. The appointment of an
officer shall not of itself create contract rights.

ARTICLE VI

INDEMNIFICATION
---------------

1. RIGHT TO INDEMNIFICATION. Each person who was, is or is
threatened to be made a named defendant or respondent in any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative and whether formal or informal (hereinafter a "proceeding"), by
reason of the fact that he is or was a director or officer of the Corporation
or, that being or having been such a director or officer, he is or was serving
at the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another corporation or of a partnership, joint venture,
trust, employee benefit plan or other enterprise (hereinafter an "indemnitee"),
whether the basis of a proceeding is alleged action in an official capacity as
such a director or officer or in any other capacity while serving as such a
director or officer, shall be indemnified and held harmless by the Corporation
against all expense and liability (including counsel fees, judgments, fines,
ERISA excise taxes or penalties and amounts to be paid in settlement) actually
and reasonably incurred or suffered by such indemnitee in connection therewith,
and such indemnification shall continue as to an indemnitee who has ceased to be
a director or officer and shall inure to the benefit of the


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indemnitee's heirs, executors and administrators. Except as provided in Section
4 of this Article with respect to proceedings seeking to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if a proceeding (or part thereof) was authorized or ratified by the Board. The
right to indemnification conferred in this Article shall be a contract right.

2. RESTRICTIONS ON INDEMNIFICATION. No indemnification shall
be provided to any such indemnitee for acts or omissions of the indemnitee
finally adjudged to be intentional misconduct or a knowing violation of law, for
conduct of the indemnitee finally adjudged to be in violation of Section
23B.08.310 ("Liability for Unlawful Distributions") of the Act, for any
transaction with respect to which it was finally adjudged that such indemnitee
personally received a benefit in money, property or services to which the
indemnitee was not legally entitled or if the Corporation is otherwise
prohibited by applicable law from paying such indemnification, except that if
Section 23B.08.560 or any successor provision of the Act is hereafter amended,
the restrictions on indemnification set forth in this Section 2 shall be as set
forth in such amended statutory provision.

3. ADVANCEMENT OF EXPENSES. The right to indemnification
conferred in this Article shall include the right to be paid by the Corporation
the expenses incurred in defending any proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"). An advancement of
expenses shall be made upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal that such indemnitee is
not entitled to be indemnified for such expenses under this Section 3.

4. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section
1 or 3 of this Article is not paid in full by the Corporation within 60 days
after a written claim has been received by the Corporation, except in the case
of a claim for an advancement of expenses, in which case the applicable period
shall be 20 days, the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful in
whole or in part, in any such suit or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. The indemnitee shall be presumed to be entitled to
indemnification and advancement of expenses under this Article upon submission
of a written claim (and, in an action brought to enforce a claim for an
advancement of expenses, where the required undertaking has been tendered to the
Corporation) and thereafter the Corporation shall have the burden of proof to
overcome the presumption that the indemnitee is so entitled.

5. PROCEDURES EXCLUSIVE. Pursuant to Section 23B.08.560(2) or
any successor provision of the Act, the procedures for indemnification and
advancement of expenses set forth in this Article are in lieu of the procedures
required by Section 23B.08.550 or any successor provision of the Act.

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6. NONEXCLUSIVITY OF RIGHTS. Except as provided in Section 5,
the right to indemnification and the advancement of expenses conferred in this
Article shall not be exclusive of any other right which any person may have or
hereafter acquire under any law, provision of the Articles of Incorporation or
Bylaws of the Corporation, general or specific action of the Board, contract or
otherwise.

7. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the Corporation, or who, while a director, officer, employee, or
agent of the Corporation, is or was serving at the request of the Corporation as
a director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of the
Act.

8. CONTRACTS. The Corporation may enter into contracts with
any director, officer, employee or agent of the Corporation in furtherance of
the provisions of this Article and may create a trust fund, grant a security
interest, or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article.

9. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION.
The Corporation may, by action of the Board, grant rights to and enter into
contracts for indemnification and advancement of expenses to employees and
agents or any class or group of employees and agents of the Corporation (i) with
the same scope and effect as the provisions of this Article with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation; (ii) pursuant to rights granted pursuant to, or provided by, the
Act; or (iii) as are otherwise consistent with law.

10. PERSONS SERVING OTHER ENTITIES. Any person who, while a
director, officer or employee of the Corporation, is or was serving (a) as a
director, officer, employee or agent of another Corporation of which a majority
of the shares entitled to vote in the election of its directors is held by the
Corporation or (b) as a partner, trustee or otherwise in an executive or
management capacity in a partnership, joint venture, trust, employee benefit
plan or other enterprise of which the Corporation or a majority owned subsidiary
of the Corporation is a general partner or has a majority ownership shall
conclusively be deemed to be so serving at the request of the Corporation and
entitled to indemnification and the advancement of expenses under this Article.

11. WITNESS EXPENSES. This Article does not limit a
Corporation's authority to pay or reimburse expenses incurred by a director,
officer, employee or agent in connection with their appearance as a witness in a
proceeding at a time when the such person has not been made a named defendant or
respondent to the proceeding.

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12. SAVINGS CLAUSE. If this Article or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction, the
Corporation shall nevertheless indemnify each director, officer, employee or
agent as to reasonable expenses and liabilities with respect to any proceeding,
whether or not brought by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article that shall not have been
invalidated, or by any other applicable law.

13. AMENDMENT OR MODIFICATION. This section may be altered or
amended at any time as provided in these Bylaws, but no such amendment shall
have the effect of diminishing the rights of any person who is or was an officer
or director as to any acts or omissions taken or omitted to be taken prior to
the effective date of such amendment.

ARTICLE VII

NOTICES
-------

Except as may otherwise be required by law, the Articles of
Incorporation or these Bylaws, any notice to the Corporation, any shareholder or
director must be in writing and may be transmitted by: mail, private carrier or
personal delivery; telegraph or teletype; or telephone, wire or wireless
equipment which transmits a facsimile of the notice. Written notice by the
Corporation to its shareholders shall be deemed effective when mailed, if mailed
with first-class postage prepaid and correctly addressed to the shareholder's
address shown in the Corporation's current record of shareholders. Except as set
forth in the previous sentence, written notice shall be deemed effective at the
earliest of the following: (i) when received; (ii) five days after its deposit
in the United States mail, as evidenced by the postmark, if mailed with
first-class postage, prepaid and correctly addressed; (iii) on the date shown on
the return receipt, if sent by registered or certified mail, return receipt
requested, and receipt is signed by or on behalf of the addressee; or (iv) if
sent to a shareholder's address, telephone number, or other number appearing on
the records of the Corporation, when dispatched by telegraph, teletype or
facsimile equipment.

ARTICLE VIII

SEAL
----

The Corporation may adopt a corporate seal which seal shall be
in such form and bear such inscription as may be adopted by the Board.

ARTICLE IX

BOOKS AND RECORDS
-----------------


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1. BOOKS AND RECORDS OF CORPORATE MEETINGS, ACCOUNTING RECORDS
AND SHARE REGISTERS. The Corporation shall: (a) keep as permanent records
minutes of all meetings of its shareholders and the Board, a record of all
actions taken by the shareholders or the Board without a meeting, and a record
of all actions taken by a committee of the Board exercising the authority of the
Board on behalf of the Corporation; (b) maintain appropriate accounting records;
(c) maintain a record of its shareholders, in a form that permits preparation of
a list of the names and addresses of all shareholders, in alphabetical order by
class of shares showing the number and class of shares held by each; provided,
however, such record may be maintained by an agent of the Corporation; (d)
maintain its records in written form or in another form capable of conversion
into written form within a reasonable time; (e) keep a copy of the following
records at its principal office: 1. the Articles of Incorporation and all
amendments thereto as currently in effect; 2. the Bylaws and all amendments
thereto as currently in effect; 3. the minutes of all meetings of shareholders
and records of all action taken by shareholders without a meeting, for the past
three years; 4. the financial statements described in Section 23B.16.200(1) of
the Act, for the past three years; 5. all written communications to shareholders
generally within the past three years; 6. a list of the names and business
addresses of the current directors and officers; and 7. the most recent annual
report delivered to the Washington Secretary of State.

2. COPIES OF CORPORATE RECORDS. Any person dealing with the
Corporation may rely upon a copy of any of the records of the proceedings,
resolutions, or votes of the Board or shareholders, when certified by the
Chairman of the Board, the Chief Executive Officer, the President, a Vice
President, Secretary or Assistant Secretary.

ARTICLE X

ACCOUNTING YEAR
---------------

The accounting year of the Corporation shall be the calendar
year, provided that if a different accounting year is at any time selected by
the Board for purposes of federal income taxes, or any other purpose, the
accounting year shall be the year so selected.

ARTICLE XI

AMENDMENTS
----------

1. BY SHAREHOLDERS. Article II, Sections 3, 4 and 6, Article
IV, Section 2(b), and Article XI, Section 1, of these Bylaws may only be amended
or repealed at an annual or special meeting of the shareholders the notice for
which designates that an amendment or repeal of one or more of such sections is
to be considered and then only by an affirmative vote of the shareholders
holding 80% of the shares entitled to vote upon such amendment or repeal, voting
as a single voting group. The other provisions of these Bylaws may be amended or
repealed by the shareholders at any regular or special meeting of the
shareholders the notice


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for which designates that such an amendment or repeal is to be considered by an
affirmative vote of the shareholders holding a majority of the shares entitled
to vote thereon.

2. BY DIRECTORS. The Board shall have power to amend or repeal
the Bylaws of, or adopt new bylaws for, the Corporation. However, any such
Bylaws, or any alteration, amendment or repeal of the Bylaws, may be
subsequently amended or repealed by the shareholders as provided in Article XI,
Section 1 of these Bylaws.

3. EMERGENCY BYLAWS. The Board may adopt emergency Bylaws,
subject to amendment or repeal by action of the shareholders in accordance with
Article XI, Section 1 of these Bylaws, which shall be operative during any
emergency in the conduct of the business of the Corporation resulting from an
attack on the United States, any state of emergency declared by the federal
government or any subdivision thereof, or any other catastrophic event.


Dated: ___________________, 2000.


-------------------------------
Secretary of TTM Technologies, Inc.

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CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED
BYLAWS OF TTM TECHNOLOGIES, INC.

The undersigned hereby certifies that he is the duly elected,
qualified, and acting Secretary of TTM TECHNOLOGIES, INC., (the "Corporation")
and that the foregoing Bylaws, comprising 17 pages, were adopted as the Bylaws
of the Corporation on __________, 2000, by the Board of Directors of the
Corporation, to be effective as of the date that the Restated Articles of
Incorporation of the Corporation are filed with the office of the Secretary of
State for the State of Washington.

IN WITNESS WHEREOF, the undersigned has
executed this Certificate of Adoption on
__________, 2000.



-----------------------------------
Secretary



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