BILL OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT

Exhibit 99.1

BILL OF SALE, ASSIGNMENT, ACCEPTANCE
AND ASSUMPTION AGREEMENT

This BILL OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT, made,
executed and entered into as of December 29, 2006, by and among Technology
Funding Venture Partners V Liquidating Trust (the "Assignor" or the "Trust")
and Technology Funding Ltd., (the "Assignee") or its nominees, including but
not limited to Technology Funding Group, LLC and/or Dakota Equities, LLC, and
Technology Funding Capital Corp. ("TFCC").

R E C I T A L S

WHEREAS, the Liquidating Trust Agreement requires the Trustee, in its sole
discretion, to liquidate the assets of the Trust as promptly as possible
consistent with obtaining fair value for such assets; and

WHEREAS, the Trustee is hereby authorized to cause the Trust to sell or
distribute assets to the Trustee or associated entity but only in accordance
with Section 3.6 of the Liquidating Trust Agreement; and

WHEREAS, pursuant to Section 3.6, the Trustee accepted a bona fide third-party
bid on October 26, 2006, from Industry Ventures Acquisition Fund II (Aperture),
L.P. ("IVAF") and Industry Ventures Fund IV, L.P. ("IVF") for the acquisition
and transfer of most of the Trust's remaining portfolio securities, excluding
holdings in the following companies and venture capital limited partnerships:
CareCentric Solutions, Inc.
CheckTech Financial Corporation
Dakota Arms, Inc.
Dakota Holdings, LLC
Impres Medical, Inc.
Qualmark Inc.
Triangle Biomedical Sciences, Inc.
CVM Equity Fund IV, Ltd.
El Dorado Ventures III, L.P.
O,W&W Pacrim Investments Limited
Spectrum Equity Ventures, L.P.
Trinity Ventures IV, L.P.; and

WHEREAS, pursuant to Section 3.6, in the event that no bona fide offers are
received after sixty (60) days of a thorough and diligent marketing effort
commencing with the decision to liquidate the Partnership's assets, the
Trustee or an associated entity may purchase the assets at a price no less
than the current Fair Value; and

WHEREAS, an independent third-party investment bank, Burnham Securities Inc.,
did conduct such a thorough and diligent marketing effort and has been unable
to identify any buyers for the remaining assets.

WHEREAS, pursuant to Section 3.6, the Managing General Partners have
periodically updated and revised the Fair Value of each holding in order to
reflect new events, changing market conditions, more experience with investee
companies or additional information, any of which may require the revision of
previous estimate, and the Fair Values of the assets listed above at March 31,
2006, June 30, 2006, and December 29, 2006, is attached hereto as Exhibit A;
and,

WHEREAS, pursuant to Section 3.2 of the Liquidating Trust Agreement, the
Trustee is granted the authority in its sole discretion on behalf of the Trust
to make provision by reserve or otherwise out of the Trust Estate to meet
present or future liabilities of the Trust.

NOW, THEREFORE, in consideration of the foregoing premises and for the
following purchase prices:
CareCentric Solutions, Inc. - $1
CheckTech Financial Corporation - $1
Dakota Arms, Inc. - $100
Dakota Holdings, LLC - $100
Impres Medical, Inc. - $100
Qualmark Inc. - $1
Triangle Biomedical Sciences, Inc. - $1
CVM Equity Fund IV, Ltd. - $10
El Dorado Ventures III, L.P. - $10
O,W&W Pacrim Investments Limited - $10
Spectrum Equity Ventures, L.P. - $10
Trinity Ventures IV, L.P. - $10
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged:

ASSIGNMENT. The Assignor does hereby convey, assign, transfer, sell and
deliver unto the Assignee and its successors and assigns, forever, all of