Exhibit 3.7

                          CERTIFICATE OF INCORPORATION

                                       OF

                         THERMALLOY INVESTMENT CO., INC.

         FIRST: The name of the corporation is THERMALLOY INVESTMENT CO., INC.
(the "Corporation").

         SECOND: The address of the Corporation's registered office in the State
of Delaware is 1013 Centre Road, Wilmington, County of New Castle, Delaware
19805. The name of the registered agent at such address is Corporation Service
Company.

         THIRD: The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of Delaware.

         FOURTH: The total number of shares of stock which the Corporation has
authority to issue is 3,000 shares, all of which shall be Common Stock, with a
par value of $.01 per share.

         FIFTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the Corporation is expressly authorized to
make, alter or repeal the Bylaws of the Corporation.

         SIXTH: The Corporation shall indemnify, to the fullest extent permitted
by Section 145 of the General Corporation Law of Delaware, as amended from time
to time, all persons who it may indemnify pursuant thereto. The personal
liability of a director of the Corporation to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
shall be limited to the fullest extent permitted by the General Corporation Law
of the State of Delaware, as it now exists or may hereafter be amended. Any
repeal or modification of this paragraph by the stockholders of the Corporation
shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.

         SEVENTH: The name and mailing address of the sole incorporator is as
follows: Cheryl York, 511 16th Street, Suite 700, Denver, CO 80202.

         I, THE UNDERSIGNED, for the purpose of forming a corporation under the
laws of the State of Delaware, do make, file and record this Certificate, and do
certify that the facts herein stated are true, and I have accordingly hereunto
set my hand this 26th of January, 1999.

                                        By: /s/ CHERYL YORK
                                            ------------------------------------
                                                       Cheryl York