A system to remove heat from an in-line memory module and/or circuit board may include a cold-rail to engage each end of an in-line memory module adjacent to where the in-line memory module is attachable to a circuit board, the cold-rail to remove heat from the in-line memory module. The system may also include a cold-plate connected to the cold-rail with the circuit board between the cold-plate and the cold-rail, the cold-plate to remove heat from the circuit board.