<PAGE>             TECHNOLOGY FUNDING PARTNERS III, L.P.
TECHNOLOGY FUNDING VENTURE PARTNERS IV, An Aggressive Growth Fund, L.P.
TECHNOLOGY FUNDING VENTURE PARTNERS V, An Aggressive Growth Fund, L.P.

                            CODE OF ETHICS
                       Adopted Under Rule 17j-1
                       Effective March 11, 2005

Technology Funding Partners III, L.P., Technology Funding Venture
Partners IV, An Aggressive Growth Fund, L.P., Technology Funding Venture
Partners V, An Aggressive Growth Fund, L.P. (each a "Fund" and
collectively, the "Funds") are confident that their respective officers,
directors, partners, employees and other persons involved with the
Funds' business act with integrity and good faith.  Each Fund
recognizes, however, that personal interests may conflict with the
Fund's interests where officers, directors, partners, employees and
certain other persons:

    Know about the Fund's present or future portfolio transactions; or

    Have the power to influence the Fund's portfolio transactions; and

    Engage in securities transactions in their personal account(s).

In an effort to prevent conflicts of interest from arising, and in
accordance with Rule 17j-1 under the Investment Company Act of 1940,
each Fund has adopted this Code of Ethics (the "Code") to address
transactions and conduct that may create conflicts of interest,
establish reporting requirements, and create enforcement procedures.
Definitions of underlined terms used throughout the Code are included in
Appendix I.

I.  ABOUT THIS CODE OF ETHICS

    A.  Who is Covered by the Code?

        Each Fund's access persons are covered under this Code.
        Each Fund's access persons generally are:

         All directors and partners of the Fund,
         both interested and independent;

All Fund Officers;

All employees who, in connection with their regular duties,
participate in the selection of the Fund's Securities, or have
access to information regarding the Fund's purchase or sale of
Securities; and

Natural persons in a control relationship to the Fund who
obtain information concerning recommendations about the
purchase or sale of a Security by the Fund ("Natural Control
Persons").

    B.  What Rules Apply to Me?

This Code sets forth specific prohibitions and restrictions.
They apply to all access persons of a Fund except where
otherwise noted.  The Code also sets out reporting requirements
for access persons.  For the reporting requirements that apply
to you, please refer to Parts A, B and C, as indicated below:

Independent Directors and Independent Partners Part A

Interested Directors, Interested Partners, Part B
Fund Officers, and employees with information access
Natural Control Persons Part C

II.  STATEMENT OF GENERAL PRINCIPLES

In recognition of the trust and confidence placed in a Fund by
its shareholders, and because the Fund believes that its
operations should benefit its shareholders, each Fund has
adopted the following principles to be followed by its access
persons:

A.  The interests of the Fund's shareholders are paramount.  You
must place shareholder interests before your own.

B.  You must accomplish all personal securities transactions in a
manner that avoids any conflict (or the appearance of a
conflict) between your personal interests and the interests of
the Fund or its shareholders.

C.  You must avoid actions or activities that allow (or appear to
allow) you or your family to benefit from your position with
the Fund, or that bring into question your independence or
judgment.



III.  GENERAL PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION

Access persons may not, in connection with the purchase or sale,
directly or indirectly, of a Security held or to be acquired by a
Fund (or any series thereof):

A.  Employ any device, scheme or artifice to defraud the Fund;

B.  Make to the Fund any untrue statement of a material fact or
omit to state to the Fund a material fact necessary in order to
make the statements made, in light of the circumstances under
which they are made, not misleading;

C.  Engage in any act, practice or course of business that operates
or would operate as a fraud or deceit upon the Fund; or

D.   Engage in any manipulative practice with respect to the Fund.

IV.  PROHIBITIONS AND RESTRICTIONS FOR ACCESS PERSONS

A.  Blackout Period on Personal Securities Transactions

This restriction applies to:  (i) access persons who, in
connection with their regular duties, make, participate in, or
obtain information regarding the purchase or sale of Securities
by a Fund or whose functions relate to the making of any
recommendations with respect to the purchases or sales and (ii)
Natural Control Persons.

These persons may not purchase or sell, directly or indirectly,
any Security in which they have (or by reason of such
transaction acquire) any beneficial ownership on the same day
as the same (or a related) Security is being purchased or sold
by a Fund (or any series thereof).

B.  Prohibition on Selling Recently Acquired Securities

This prohibition applies to: (1) access persons who, in
connection with their regular duties, make, participate in, or
obtain information regarding the purchase or sale of Securities
by a Fund; or whose functions relate to the making of any
recommendations with respect to the purchases or sales and (ii)
Natural Control Persons.  These persons may not sell a Security
within 60 days of acquiring that Security.

C.  Pre-Approval for IPOs and Limited Offerings

This restriction applies to: (i) access persons who, in
connection with their duties, make or participate in making
recommendations regarding the purchase or sale of any
securities by a Fund and (ii)  Natural Control Persons.  These
persons must obtain approval from the Review Officer (as
defined in Section VI below) before directly or indirectly
acquiring beneficial ownership of any securities in an IPO or
limited offering.

D.  Limits on Accepting or Receiving Gifts.

Access persons cannot accept or receive any gift of more than
de minimis value from any person or entity in connection with a
Fund's (or any series thereof) entry into a contract,
development of an economic relationship, or other course of
dealing by or on behalf of the Fund.

V.  REPORTING REQUIREMENTS

Subject to Section X hereof, access persons of a Fund must comply
with the reporting requirements set forth in Parts A-C.

VI.  REVIEW AND ENFORCEMENT OF THE CODE

A.  Appointment of a Review Officer.

A review officer ("Review Officer") will be appointed by the
Fund's Managing General Partner or Managing Member to perform
the duties described herein.

B.  The Review Officer's Duties and Responsibilities.

(1)  The Review Officer shall notify each person who becomes
an access person of a Fund and who is required to report
under this Code of Ethics of their reporting requirements
no later than 10 days before the first quarter in which
such person is required to begin reporting.

(2)  The Review Officer will, on a quarterly basis, compare
all reported personal securities transactions with a
Fund's completed portfolio transactions and a list of
Securities that were being considered for purchase or
sale by a Fund's investment adviser(s) during the period
to determine whether a Code violation may have occurred.
Before determining that a person has violated the Code,
the Review Officer must give the person an opportunity to
supply explanatory material.

(3)  If the Review Officer finds that a Code violation has
occurred, or believes that a Code violation may have
occurred, the Review Officer must submit a written report
regarding the possible violation, together with the
confidential report and any explanatory material provided
by the person, to the Managing General Partner or
Managing Member and the legal counsel ("Counsel") for the
Fund.  The Managing General Partner or Managing Member
and Counsel will determine whether the person violated
the Code.

(4)  No person is required to participate in a determination
of whether he or she has committed a Code violation or
discuss the imposition of any sanction against himself or
herself.

(5)  The Review Officer will submit his or her own reports, as
may be required pursuant to Parts A-C hereof, to an
Alternate Review Officer who shall fulfill the duties of
the Review Officer with respect to the Review Officer's
reports.

(6)  The Review Officer will create a written report detailing
any approval(s) granted to access persons for the
purchase of securities offered in connection with an IPO
or limited offering.  The report must include the
rationale supporting any decision to approve such a
purchase.

C.  Resolution; Sanctions.

If the Managing General Partner or Managing Member and Counsel
determine that a person has violated the Code pursuant to
paragraph B. (3) above, the Managing General Partner or
Managing Member will approve a proposed resolution of the
situation and submit the proposed resolution, with a report on
the violation, to the Board at the next regularly scheduled
Board meeting unless, in the Managing General Partner or
Managing Member sole discretion, circumstances warrant an
earlier report.  In lieu of proposing a resolution to the
Board, the Managing General Partner or Managing Member may, if
appropriate, impose upon the person a resolution and/or
sanctions that the he deems appropriate.




VII.  ANNUAL WRITTEN REPORTS TO THE BOARD

At least annually, the Review Officer, investment adviser(s) and
principal underwriter(s) (if required) will provide written reports
to a Fund's Board as follows:

A.  Issues Arising Under the Code.  The reports must describe any
issue(s) that arose during the previous year under the codes or
procedures thereto, including any material code or procedural
violations, and any resulting sanction(s).

B.  The Review Officer, Managing General Partner or Managing
Member, investment adviser(s) and principal underwriter(s) may
report to the Board more frequently as they deem necessary or
appropriate and shall do so as requested by the Board.

C.  Certification.  Each report must be accompanied by a
certification to the Board that the Fund, investment adviser(s)
and principal underwriter(s) have adopted procedures reasonably
necessary to prevent their access persons from violating their
respective code of ethics.

VIII.  INTERRELATIONSHIP WITH OTHER CODES OF ETHICS

A.  General Principle: Overlapping Responsibilities.  A person who
is both an access person of a Fund and an access person of an
investment adviser to or principal underwriter for a Fund is
only required to report under and otherwise comply with the
investment adviser's or principal underwriter's code of ethics,
provided that such code has been adopted pursuant to and in
compliance with Rule 17j-1.  These access persons, however,
remain subject to the principles and prohibitions in Sections
II and III hereof.

B.  Procedures.  Each such investment adviser and principal
underwriter of a Fund must:

(1)  Submit to the Board of the Fund a copy of its code of
ethics adopted pursuant to or in compliance with Rule
17j-1;

(2)  Promptly furnish to the Fund, upon request, copies of any
reports made under its code of ethics by any person who
is also covered by the Fund's Code; and

(3)  Promptly report to the Fund in writing any material
amendments to its code of ethics, along with the
certification described under Section VII.C. above.

IX.  RECORDKEEPING

Each Fund will maintain the records set forth below.  These records
will be maintained in accordance with Rule 31a-2 under the 1940 Act
and the following requirements.  They will be available for
examination by representatives of the Securities and Exchange
Commission and other regulatory agencies.

A.  A copy of this Code and any other code adopted by a Fund, which
is, or at any time within the past five years has been, in
effect will be preserved in an easily accessible place.

B.  A record of any Code violation and of any sanctions taken will
be preserved in an easily accessible place for a period of at
least five years following the end of the fiscal year in which
the violation occurred.

C.  A copy of each Quarterly Transaction Report, Initial Holdings
Report, and Annual Holdings Report submitted under this Code,
including any information provided in lieu of any such reports
made under the Code (see Parts A-C for more information about
reporting), will be preserved for a period of at least five
years from the end of the fiscal year in which it is made, for
the first two years in an easily accessible place.

D.  A record of all persons, currently or within the past five
years, who are or were required to submit reports under this
Code, or who are or were responsible for reviewing these
reports, will be maintained in an easily accessible place.

E.  A copy of each annual report required by Section VII of this
Code must be maintained for at least five years from the end of
the fiscal year in which it is made, for the first two years in
any easily accessible place.

F.  A record of any decision, and the reasons supporting the
decision, to approve the acquisition of securities acquired in
an IPO or limited offering, for at least five years after the
end of the fiscal year in which the approval is granted.


X.  MISCELLANEOUS

A.  Confidentiality.  All reports and other information submitted
to a Fund pursuant to this Code will be treated as
confidential, provided that such reports and information may be
produced to the Securities and Exchange Commission and other
regulatory agencies.

B.  Interpretation of Provisions.  The Board may from time to time
adopt such interpretations of this Code as it deems
appropriate.

C.  Compliance Certification.  Within 10 days of becoming an access
person of a Fund, and each year thereafter, each such person
must complete the Compliance Certification, attached as
Appendix V.

Adopted this 11th day of  March, 2005.

                            PART A

           INDEPENDENT DIRECTORS AND INDEPENDENT PARTNERS

I.  QUARTERLY TRANSACTION REPORTS

(A)  Subject to Section II. (B) below, each quarter, you must
report all of your Securities transactions effected, as well
as any securities accounts you established, during the
quarter.  You must submit your report to the Review Officer no
later than 10 days after the end of each calendar quarter.  A
Quarterly Personal Securities Transactions Report Form is
included as Appendix II.

(B)  If you had no reportable transactions and did not open any
securities accounts during the quarter, you are still required
to submit a report.  Please note on your report that you had
no reportable items during the quarter, and return it, signed
and dated.

(C)  You need not submit a quarterly report if the report would
duplicate information in broker trade confirmations or account
statements received by the Fund, provided that all required
information is contained in the broker trade confirmations or
account statements and is received by the Review Officer no
later than 10 days after the end of the calendar quarter.
Please see the Review Officer for more information about this
reporting mechanism.

II.  WHAT MUST BE INCLUDED IN YOUR QUARTERLY REPORTS?

(A)  You must report all transactions in Securities that: (i) you
directly or indirectly beneficially own or (ii) because of the
transaction, you acquire direct or indirect beneficial
ownership.  You must also report any account you established
during the quarter in which any securities were held for your
direct or indirect benefit.

(B)  Notwithstanding Section I above, reports of individual
Securities transactions are required only if you knew at the
time of the transaction, or in the ordinary course of
fulfilling your official duties as a Trustee, director or
partner should have known, that during the 15-day period
immediately preceding or following the date of your
transaction, the same Security was purchased or sold, or was
being considered for purchase or sale, by the Fund (or any
series thereof).

The "should have known" standard does not:

imply a duty of inquiry;

presume you should have deduced or extrapolated from
discussions or memoranda dealing with the Fund's (or a
series) investment strategies; or

impute knowledge from your awareness of the Fund's (or a
series) portfolio holdings, market considerations, or
investment policies, objectives and restrictions.

III.  WHAT MAY BE EXCLUDED FROM YOUR QUARTERLY REPORTS?

You are not required to detail or list the following items on your
quarterly report:

(A)  Purchases or sales effected for any account over which you
have no direct or indirect influence or control;

(B)  Purchases you made solely with the dividend proceeds received
in a dividend reinvestment plan or that are part of an
automatic payroll deduction plan, where you purchased a
Security issued by your employer;

(C)  Purchases effected on the exercise of rights issued by an
issuer pro rata to all holders of a class of its Securities,
as long as you acquired these rights from the issuer, and
sales of such rights;

(D)  Purchases or sales which are non-volitional, including
purchases or sales upon the exercise of written puts or calls
and sales from a margin account pursuant to a bona fide margin
call; and

(E)  Purchases or sales of any of the following securities:

Direct obligations of the U.S. government;

Banker's acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including
repurchase agreements; and

Shares issued by registered, open-end investment companies.

You may include a statement in your report that the report shall not be
construed as your admission that you have any direct or indirect
beneficial ownership in the Security included in the report.

                             PART B

    INTERESTED DIRECTORS, INTERESTED PARTNERS, FUND OFFICERS AND
                 EMPLOYEES WITH INFORMATION ACCESS

I.   REQUIRED REPORTS

(A)  Initial Holdings Report.

You must submit a listing of all Securities that you
beneficially own, as well as all of your securities accounts,
as of the date that you first become subject to this Code's
reporting requirements.  You must submit this list to the
Review Officer within 10 days of the date you first become
subject to this Code's reporting requirements.  An Initial
Holdings Report Form is attached as Appendix III.

(B)  Annual Holdings Report.

Each year, you must submit to the Review Officer a listing of
all Securities you beneficially own, as well as all of your
securities accounts.  Your list must be current as of a date
no more than 30 days before you submit the report.  An Annual
Holdings Report Form is attached as Appendix IV.

(C)  Quarterly Transaction Reports.

(1)  Each quarter, you must report all of your Securities
transactions effected, as well as any securities accounts
you established, during the quarter.  You must submit
your report to the Review Officer no later than 10 days
after the end of each calendar quarter.  A Quarterly
Personal Securities Transactions Report Form is included
as Appendix II.

(2)  If you had no reportable transactions and did not open
any securities accounts during the quarter, you are still
required to submit a report.  Please note on your report
that you had no reportable items during the quarter, and
return it, signed and dated.

(3)	You need not submit a quarterly report if the report
would duplicate information contained in broker trade
confirmations or account statements received by the Fund,
provided that all required information is contained in
the broker trade confirmations or account statements and
is received by the Review Officer no later than 10 days
after the end of the calendar quarter.  Please see the
Review Officer for more information about this reporting
mechanism.


II.  WHAT MUST BE INCLUDED IN YOUR REPORTS?

You must report all transactions in Securities that: (i) you
directly or indirectly beneficially own; or (ii) because of the
transaction, you acquire direct or indirect beneficial ownership.
You must also report all of your accounts in which any securities
were held for your direct or indirect benefit.

III.  WHAT MAY BE EXCLUDED FROM YOUR REPORTS?

You are not required to detail or list the following items on your
reports:

(A)  Purchases or sales effected for any account over which you
have no direct or indirect influence or control;

(B)  Purchases you made solely with the dividend proceeds received
in a dividend reinvestment plan or that are part of an
automatic payroll deduction plan, where you purchased a
Security issued by your employer;

(C)  Purchases effected on the exercise of rights issued by an
issuer pro rata to all holders of a class of its Securities,
as long as you acquired these rights from the issuer, and
sales of such rights;

(D)  Purchases or sales which are non-volitional, including
purchases or sales upon the exercise of written puts or calls
and sales from a margin account pursuant to a bona fide margin
call; and

(E)  Purchases or sales of any of the following securities:

Direct obligations of the U.S. government;

Banker's acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including
repurchase agreements; and

Shares issued by registered, open-end investment companies.

You may include a statement in your report that the report shall
not be construed as your admission that you have any direct or
indirect beneficial ownership in the Security included in the
report.

                                PART C

                        NATURAL CONTROL PERSONS

I.   REQUIRED REPORTS

(A)  Initial Holdings Report.

You must submit a listing of all Securities you beneficially
own, as well as all of your securities accounts, as of the
date that you first become subject to this Code's reporting
requirements.  You must submit this list to the Review Officer
within 10 days of the date you first become subject to this
Code's reporting requirements.  An Initial Holdings Report
Form is attached as Appendix III.

(B)  Annual Holdings Report.

Each year, you must submit to the Review Officer a listing of
all Securities you beneficially own, as well as all of your
securities accounts.  Your list must be current as of a date
no more than 30 days before you submit the report.  An Annual
Holdings Report Form is attached as Appendix IV.

(C)  Quarterly Transaction Reports.

(1)  Each quarter, you must report all of your Securities
transactions effected, as well as any securities accounts
you established, during the quarter.  You must submit
your report to the Review Officer no later than 10 days
after the end of each calendar quarter.  A Quarterly
Personal Securities Transactions Report Form is included
as Appendix II.

(2)  If you had no reportable transactions and did not open
any securities accounts during the quarter, you are still
required to submit a report.  Please note on your report
that you had no reportable items during the quarter, and
return it, signed and dated.

(3)  You need not submit a quarterly report if the report
would duplicate information contained in broker trade
confirmations or account statements received by the Fund,
provided that all required information is contained in
the broker trade confirmations or account statements and
is received by the Review Officer no later than 10 days
after the end of the calendar quarter.  Please see the
Review Officer for more information about this reporting
mechanism.


II.  WHAT MUST BE INCLUDED IN YOUR REPORTS?

You must report all transactions in Securities that: (i) you
directly or indirectly beneficially own; or (ii) because of the
transaction, you acquire direct or indirect beneficial ownership.
You must also report all of your accounts in which any securities
were held for your direct or indirect benefit.

III.  WHAT MAY BE EXCLUDED FROM YOUR REPORTS?

You are not required to detail or list the following items on your
reports:

(A)  Purchases or sales effected for any account over which you
have no direct or indirect influence or control;

(B)  Purchases you made solely with the dividend proceeds received
in a dividend reinvestment plan or that are part of an
automatic payroll deduction plan, where you purchased a
Security issued by your employer;

(C)  Purchases effected on the exercise of rights issued by an
issuer pro rata to all holders of a class of its Securities,
as long as you acquired these rights from the issuer, and
sales of such rights;

(D)  Purchases or sales which are non-volitional, including
purchases or sales upon the exercise of written puts or calls
and sales from a margin account pursuant to a bona fide margin
call; and

(E)  Purchases or sales of any of the following securities:

Direct obligations of the U.S. government;

Banker's acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including
repurchase agreements; and

Shares issued by registered, open-end investment companies.

You may include a statement in your report that the report shall not be
construed as your admission that you have any direct or indirect
beneficial ownership in the Security included in the report.

                           APPENDIX I

                           DEFINITIONS

                          General Note

The definitions and terms used in this Code of Ethics are intended to
mean the same as they do
under the 1940 Act and the other federal securities laws.  If a
definition hereunder conflicts with the definition in the 1940 Act or
other federal securities laws, or if a term used in this Code is not
defined, you should follow the definitions and meanings in the 1940 Act
or other federal securities laws, as applicable.

Access person means:

any director, partner or officer of a Fund;

any employee of a Fund (or of any company in a control relationship
to the fund) who, in connection with his or her regular functions
or duties, makes, participates in, or obtains information regarding
the purchase or sale of Securities by the Fund or whose functions
relate to the making of any recommendations with respect to the
purchases or sales; and

any natural person in a control relationship to a Fund who obtains
information concerning recommendations made to the Fund with regard
to the purchase or sale of securities by the Fund.

Beneficial ownership means the same as it does under Section 16 of the
Securities Exchange Act of 1934 and Rule 16a-1(a)(2) thereunder.  You
should generally consider yourself the "beneficial owner" of any
securities in which you have a direct or indirect pecuniary interest.
In addition, you should consider yourself the beneficial owner of
securities held by your spouse, your minor children, a relative who
shares your home, or other persons by reason of any contract,
arrangement, understanding or relationship that provides you with sole
or shared voting or investment power.

Control means the same as it does under Section 2(a)(9) of the 1940 Act.
Section 2(a)(9) provides that "control" means the power to exercise a
controlling influence over the management or policies of a company,
unless such power is solely the result of an official position with such
company.  Ownership of 25% or more of a company's outstanding voting
securities is presumed to give the holder of such securities control
over the company.  The facts and circumstances of a given situation may
counter this presumption.

Fund Officers' means any person lawfully elected by the Board and
authorized to act on behalf of the Fund.  As of March 12, 2004, there
are no Fund Officers.

High quality short-term debt instrument means any instrument that has a
maturity at issuance of less than 366 days and that is rated in one of
the two highest rating categories by a nationally recognized statistical
rating organization (e.g., Moody's Investors Service).

Independent Director and Independent Partner means a director or
partner, respectively of a Fund who is not an "interested person" of the
Fund within the meaning of Section 2(a)(19) of the 1940 Act.  As of
March 12, 2004, each Fund's Independent Directors and Independent
Partners are:

Technology Funding Partners III, LP
        G. Whitney Baines
          Michael Tempesta
          A. Logan Craft

Technology Funding Venture Partners IV, An Aggressive Growth Fund, LP
        John Patrick O'Grady
          D.W. Frommer II
          John Muncaster

Technology Funding Venture Partners V, An Aggressive Growth Fund, LP
        Ben H. Crawford
        Harry E. Kitch
        Richard A. Marcum


IPO (Initial Public Offering) means an offering of securities registered
under the Securities Act of 1933, the issuer of which, immediately
before registration, was not subject to the reporting requirements of
Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

Interested Director and Interested Partner means a director or partner,
respectively of a Fund who is an "interested person" of the Fund within
the meaning of Section 2(a)(19) of the 1940 Act.  As of March 12, 2004
each Fund's Interested Directors and Interested Partners are:

Technology Funding Ltd.
Charles R. Kokesh

Technology Funding Inc.
Charles R. Kokesh
Peter F. Bernardoni

Limited offering means an offering that is exempt from registration
under the Securities Act of 1933 pursuant to Section 4(2), Section 4(6),
Rule 504, Rule 505 or Rule 506 (e.g., private placements).

Purchase or sale of a Security includes, among other things, the writing
of an option to purchase or sell a Security.

Security means the same as it does under Section 2(a)(36) of the 1940
Act, except that it does not include direct obligations of the U.S.
government, bankers' acceptances, bank certificates of deposit,
commercial paper, high quality short-term debt instruments, including
repurchase agreements, or shares issued by registered, open-end
investment companies.

A Security held or to be acquired by a Fund (or a series thereof) means:
(A) any Security that within the most recent 15 days (i) is or has been
held by the Fund; or (ii) is being or has been considered by the Fund's
adviser for purchase by the Fund; and (B) any option to purchase or
sell, and any security convertible into or exchangeable for, any
Security.

A Security is being purchased or sold by a Fund (or a series thereof)
from the time a purchase or sale program has been communicated to the
person who places buy and sell orders for the Fund until the program
has been fully completed or terminated.

A Security is being considered for purchase by a Fund (or a series
thereof) when a Security is identified as such by the investment
adviser(s) to the Fund



                              APPENDIX V

                       COMPLIANCE CERTIFICATION

                        INITIAL CERTIFICATION

I certify that I:
(i)   have received, read and reviewed the Code of Ethics;
(ii)  understand the policies and procedures in the Code;
(iii) recognize that I am subject to such policies and procedures;
(iv)  understand the penalties for non-compliance;
(v)   will fully comply with the Code of Ethics; and
(vi)  have fully and accurately completed this Certificate.

Signature: Name: ____________________________________________________

Date Submitted: _____________________________________________________

Date Due: ___________________________________________________________

ANNUAL CERTIFICATION

I certify that I:
(i)   have received, read and reviewed the Code of Ethics;
(ii)  understand the policies and procedures in the Code;
(iii) recognize that I am subject to such policies and procedures;
(iv)  understand the penalties for non-compliance;
(v)   have complied with the Code of Ethics and any applicable reporting
requirements during this past year;
(vi)  have fully disclosed any exceptions to my compliance with the Code
below;
(vii) will fully comply with the Code of Ethics; and
(vi)  have fully and accurately completed this Certificate.

EXCEPTION(S):
______________________________________________________________________

Signature:____________________________________________________________

Name:_________________________________________________________________

Date Submitted:_______________________________________________________

Date Due:_____________________________________________________________


Technology Funding Venture Partners V, L.P.
(a Delaware limited partnership)

Page 1 of 18