Exhibit
      10.1

    NEOPROBE
      CORPORATION

    Suite
      300

    425
      Metro Place North

    Dublin,
      Ohio 43017-1367

    


    [Date
      of
      Grant]

    


    [Employee]

    [Address]

    [City/State]

    


    Congratulations.
      You have been granted a Nonqualified Stock Option under Neoprobe Corporation's
      2002 Stock Incentive Plan (the “Plan”) on the following terms:

    


    1.
      Number
      of Shares.
      The
      number of Shares of Common Stock of Neoprobe Corporation that you may purchase
      under this Option is: [Shares].

    


    2.
      Exercise
      Price.
      The
      exercise price to purchase Shares under this Option is: $[__] per
      Share.

    


    3.
      Vesting.
      One
      third (1/3) of the Shares originally subject to this Option will vest and become
      exercisable on each anniversary of the date of grant [Date of Grant] if you
      have
      been an Employee of the Company continuously from the date of this Agreement
      shown above through the date when such portion of the Option vests. In addition,
      should you be terminated by the Company without cause as defined in your
      employment agreement, all outstanding options will become vested
      immediately.

    


    4.
      Lapse.
      This
      Option will lapse and cease to be exercisable upon the earliest of:

    


    
      	 	
              (i)

            	
              the
                expiration of 10 years from the date of this Agreement shown
                above,

            


    

    
      	 	
              (ii)

            	
              the
                expiration of one year from the date that you cease to be an Employee
                because of your death, disability, or
                retirement,

            


      	 	(iii)	90 days after your employment with Neoprobe or any
              subsidiary is terminated by Neoprobe or such Subsidiary without
              cause,


    

    
      	 	
              (iv)

            	
              immediately
                upon termination of your employment with Neoprobe or any Subsidiary
                for a
                reason other than your death, disability or retirement or by Neoprobe
                for
                cause. 

            


    

    


    5.
      Taxation.
      This
      Option is a Nonqualified Option. You will have taxable income upon the exercise
      of this Option. At that time, you must pay to Neoprobe an amount equal to the
      required federal, state and local tax withholding less any withholding otherwise
      made from your salary or bonus. If, for any reason, Neoprobe is unable to
      withhold all or any portion of the amount required to be withheld, then you
      (or
      any person who may exercise this Option) agree to pay an amount equal to the
      withholding required to be made less the amount actually withheld by Neoprobe.
      You must satisfy any relevant withholding requirements before Neoprobe issues
      Shares to you.

    


    6.
      Exercise.
      This
      Option may be exercised by the delivery of this Agreement with the notice of
      exercise attached hereto properly completed and signed by you to the Treasurer
      of the Company, together with the aggregate Exercise Price for the number of
      Shares as to which the Option is being exercised, after the Option has become
      exercisable and before it has ceased to be exercisable. The Exercise Price
      must
      be paid in cash by (a) delivery of a certified or cashier's check payable
      to the order of Neoprobe in such amount, (b) wire transfer of immediately
      available funds to a bank account designated by Neoprobe, or (c) reduction
      of a debt of Neoprobe to you. This Option may be exercised as to less than
      all
      of the Shares purchasable hereunder, but not for a fractional share, nor may
      it
      be exercised as to less than one hundred (100) Shares unless it is exercised
      as
      to all of the Shares then available hereunder. If this Option is exercised
      as to
      less than all of the Shares purchasable hereunder, a new duly executed Option
      Agreement reflecting the decreased number of Shares exercisable under such
      Option, but otherwise of the same tenor, will be returned to you.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7.
      No
      Transfer. This
      Option may not be sold, pledged nor otherwise transferred other than by will
      or
      the laws of descent and distribution; and it may only be exercised during your
      lifetime by you. Notwithstanding the foregoing, you may transfer this Option
      either (a) to members of your immediate family (as defined in Rule 16a-1 under
      the Securities Exchange Act of 1934, as amended), to one or more trusts for
      the
      benefit of such family members, or to partnerships or other entities in which
      such family members are the only partners or owners, provided that you do not
      receive any consideration for the transfer, or (b) with the prior written
      approval of the committee appointed by the Board of Directors to administer
      the
      Plan. Any
      option held by a transferee remains subject to the same terms and conditions
      that applied immediately prior to transfer based on the transferor’s continuing
      relationship with the Company. This
      Agreement is neither a negotiable instrument nor a security (as such term is
      defined in Article 8 of the Uniform Commercial Code).

    


    8.
      Not
      An Employment Agreement.
      This
      Agreement is not an employment agreement and nothing contained herein gives
      you
      any right to continue to be employed by or provide services to Neoprobe or
      affects the right of Neoprobe to terminate your employment or other relationship
      with you.

    


    9.
      Plan
      Controls.
      This
      Agreement is an Award Agreement (as such term is defined in the Plan) under
      Article 5 of the Plan. The terms of this Agreement are subject to, and
      controlled by, the terms of the Plan, as it is now in effect or may be amended
      from time to time hereafter, which are incorporated herein as if they were
      set
      forth in full. Any words or phrases defined in the Plan have the same meanings
      in this Agreement. A copy of the Plan is attached to this Agreement. You should
      read the entire Plan to familiarize yourself with its terms and conditions.
      

    


    10.
      Miscellaneous.
      This
      Agreement sets forth the entire agreement of the parties with respect to the
      subject matter hereof and it supersedes and discharges all prior agreements
      (written or oral) and negotiations and all contemporaneous oral agreements
      concerning such subject matter. This Agreement may not be amended or terminated
      except by a writing signed by the party against whom any such amendment or
      termination is sought. If any one or more provisions of this Agreement shall
      be
      found to be illegal or unenforceable in any respect, the validity and
      enforceability of the remaining provisions hereof shall not in any way be
      affected or impaired thereby. This Agreement shall be governed by the laws
      of
      the State of Delaware.

    


    Please
      acknowledge your acceptance of this Agreement by signing the enclosed copy
      in
      the space provided below and returning it promptly to Neoprobe.

    


    
      	 	
               

              NEOPROBE
                CORPORATION

            
	 	
               

              By: _______________________________

            
	 	
                     
                   David
                C. Bupp 

                             
                President
                & Chief Executive Officer

            
	 	 
	
              Accepted
                and Agreed to as of

              the
                date first set forth above:

            
	
               

               

              ____________________________________

            
	
              Employee
                Signature

            


    

    


    
      
         

      

      
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    OPTION
      EXERCISE FORM

    


    


    The
      undersigned hereby exercises the right to purchase ____________________ shares
      of Common Stock of Neoprobe Corporation pursuant to the Award Agreement dated
      ______________under the Neoprobe Corporation 2002 Stock Incentive
      Plan.

    


    


    
      	 	 	Approved
              by (President/CEO
              or VP-Finance/CFO):
	 	 	 
	
              ____________________________________

              Employee Signature     Date

            	 	
              _____________________________________

              Signature        Date

            


    

     

    


    Sign
      and
      complete this Option Exercise Form and deliver it to:

    


    Neoprobe
      Corporation

    Attn:
      Chief Financial Officer

    425
      Metro
      Place North

    Suite
      300

    Dublin,
      Ohio 43017-1367

    


    together
      with the option price in cash by (a) delivery of a certified or cashier's
      check payable to the order of Neoprobe in such amount, (b) wire transfer of
      immediately available funds to a bank account designated by Neoprobe or
      (c) reduction of a debt of Neoprobe to you.

    


    
 

    
      
         

      

      
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