Exhibit
      10.1

    


    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement is made and entered into effective as of January 1, 2007
      (the “Effective Date”), by and between Neoprobe
      Corporation, a
      Delaware Corporation with a place of business at 425 Metro Place North, Suite
      300, Dublin, Ohio 43017-1367 (the “Company”) and David
      C. Bupp
      of
      Dublin, Ohio (the “Employee”).

    


    WHEREAS,
      the Company and the Employee entered into an Employment Agreement dated as
      of
      January 1, 1996 (the “1996 Employment Agreement”); and

    


    WHEREAS,
      the Company and the Employee entered into an Employment Agreement dated as
      of
      January 1, 1998 (the “1998 Employment Agreement”); and

    


    WHEREAS,
      the Company and the Employee entered into an Employment Agreement dated as
      of
      July 1, 1999 (the “1999 Employment Agreement”); and

    


    WHEREAS,
      the Company and the Employee entered into an Employment Agreement dated as
      of
      July 1, 2000 (the "2000 Employment Agreement"); and

    


    WHEREAS,
      the Company and the Employee entered into an Employment Agreement dated as
      of
      July 1, 2001 (the "2001 Employment Agreement"); and

    


    WHEREAS,
      the Company and the Employee entered into an Employment Agreement dated as
      of
      January 1, 2004 (the "2004 Employment Agreement"); and

    


    WHEREAS,
      the Company and the Employee wish to establish new terms, covenants, and
      conditions for the Employee’s continued employment with the Company through this
      agreement (“Employment Agreement”).

    


    NOW,
      THEREFORE, in consideration of the mutual agreements herein set forth, the
      parties hereto agree as follows:

    


    
      	 	1.	
              Duties. 
                From and after the Effective Date, and based upon the terms and conditions
                set forth herein, the Company agrees to employ the Employee and the
                Employee agrees to be employed by the Company, as President and Chief
                Executive Officer of the Company and in such equivalent, additional
                or
                higher executive level position or positions as shall be assigned
                to him
                by the Company’s Board of Directors. While serving in such executive level
                position or positions, the Employee shall report to, be responsible
                to,
                and shall take direction from the Board of Directors of the Company.
                The
                Board of Directors shall not require the Employee to perform any
                task that
                is inconsistent with the office of President or the position of Chief
                Executive Officer. During the Term of this Employment Agreement (as
                defined in Section 2 below), the Employee agrees to devote substantially
                all of his working time to the position he holds with the Company
                and to
                faithfully, industriously, and to the best of his ability, experience
                and
                talent, perform the duties which are assigned to him. The Employee
                shall
                observe and abide by the reasonable corporate policies and decisions
                of
                the Company in all business matters.

            


      	 	 	 


      	 	 	
              The
                Employee represents and warrants to the Company that Exhibit A attached
                hereto sets forth a true and complete list of (a) all offices,
                directorships and other positions held by the Employee in corporations
                and
                firms other than the Company and its subsidiaries and (b) any investment
                or ownership interest in any corporation or firm other than the Company
                beneficially owned by the Employee (excluding investments in life
                insurance policies, bank deposits, publicly traded securities that
                are
                less than five percent (5%) of their class and real estate). The
                Employee
                will promptly notify the Board of Directors of the Company of any
                additional positions undertaken or investments made by the Employee
                during
                the Term of this Employment Agreement if they are of a type which,
                if they
                had existed on the date hereof, should have been listed on Exhibit
                A
                hereto. As long as the Employee’s other positions or investments in other
                firms do not create a conflict of interest, violate the Employee’s
                obligations under Section 7 below or cause the Employee to neglect
                his
                duties hereunder, such activities and positions shall not be deemed
                to be
                a breach of this Employment
                Agreement.

            


    

    


    
      	2.  
               	
              Term
                of this Employment Agreement.
                Subject to Sections 4 and 5 hereof, the Term of this Employment Agreement
                shall be for a period of Thirty-six (36) months, commencing January
                1,
                2007 and terminating December 31,
                2009.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              3.

            	
              Compensation.
                During the Term of this Employment Agreement, the Company shall pay,
                and
                the Employee agrees to accept as full consideration for the services
                to be
                rendered by the Employee hereunder, compensation consisting of the
                following:

            


    

    


    
      	A.  	
              Salary.
                Beginning on the first day of the Term of this Employment Agreement,
                the
                Company shall pay the Employee a salary of Three Hundred Five Thousand
                Dollars ($305,000) per year, payable in semi-monthly or monthly
                installments as requested by the Employee. Further, the Company agrees
                to
                review the Employee’s salary every twelve (12) months
                hereafter.

            


    

    


    
      	B.  	
              Bonus.
                The Compensation Committee of the Board of Directors will, on an
                annual
                basis, review the performance of the Company and of the Employee
                and will
                pay such bonus as it deems appropriate, in its discretion, to the
                Employee
                based upon such review. Such review and bonus shall be consistent
                with any
                bonus plan adopted by the Compensation Committee, which covers the
                executive officers and employees of the Company
                generally.

            


    

    


    
      	C.  	
              Benefits.
                During the Term of this Employment Agreement, the Employee will receive
                such employee benefits as are generally available to all employees
                of the
                Company.

            


    

    


    
      	D.  	
              Stock
                Options.
                The Compensation Committee of the Board of Directors may, from
                time-to-time, grant stock options, restricted stock purchase opportunities
                and such other forms of stock-based incentive compensation as it
                deems
                appropriate, in its discretion, to the Employee under the Company’s Stock
                Option and Restricted Stock Purchase Plan and the 1996 and 2002 Stock
                Incentive Plan (the “Stock Plans”). The terms of the relevant award
                agreements shall govern the rights of the Employee and the Company
                thereunder in the event of any conflict between such agreement and
                this
                Employment Agreement.

            


    

    


    
      	E.  	
              Vacation.
                The Employee shall be entitled to thirty (30) days of vacation during
                each
                calendar year during the Term of this Employment
                Agreement.

            


    

    


    
      	F.  	
              Expenses.
                The Company shall reimburse the Employee for all reasonable out-of-pocket
                expenses incurred by him in the performance of his duties hereunder,
                including expenses for travel, entertainment and similar items, promptly
                after the presentation by the Employee, from time-to-time, of an
                itemized
                account of such expenses.

            


    

    


    
      	4.  
               	
              Termination.

            


    

    


    
      	A.  	
              For
                Cause.
                The Company may terminate the employment of the Employee prior to
                the end
                of the Term of this Employment Agreement “for cause.” Termination “for
                cause” shall be defined as a termination by the Company of the employment
                of the Employee occasioned by the failure by the Employee to cure
                a
                willful breach of a material duty imposed on the Employee under this
                Employment Agreement within 15 days after written notice thereof
                by the
                Company or the continuation by the Employee after written notice
                by the
                Company of a willful and continued neglect of a duty imposed on the
                Employee under this Employment Agreement. In the event of termination
                by
                the Company “for cause,” all salary, benefits and other payments shall
                cease at the time of termination, and the Company shall have no further
                obligations to the Employee.

            


    

    


    
      	B.  	
              Resignation. If
                the Employee resigns for any reason, all salary, benefits and other
                payments (except as otherwise provided in paragraph G of this Section
                4
                below) shall cease at the time such resignation becomes effective.
                At the
                time of any such resignation, the Company shall pay the Employee
                the value
                of any accrued but unused vacation time, and the amount of all accrued
                but
                previously unpaid base salary through the date of such termination.
                The
                Company shall promptly reimburse the Employee for the amount of any
                expenses incurred prior to such termination by the Employee as required
                under paragraph F of Section 3
                above.

            


    

    


    
      	C.  	
              Disability, Death.
                The Company may terminate the employment of the Employee prior to
                the end
                of the Term of this Employment Agreement if the Employee has been
                unable
                to perform his duties hereunder for a continuous period of Twelve
                (12)
                months due to a physical or mental condition that, in the opinion
                of a
                licensed physician, will be of indefinite duration or is without
                a
                reasonable probability of recovery. The Employee agrees to submit
                to an
                examination by a licensed physician of his choice in order to obtain
                such
                opinion, at the request of the Company, made after the Employee has
                been
                absent from his place of employment for at least six (6) months.
                Any
                requested examination shall be paid for by the Company. However,
                this
                provision does not abrogate either the Company’s or the Employee’s rights
                and obligations pursuant to the Family and Medical Leave Act of 1993,
                and
                a termination of employment under this paragraph C shall not be deemed
                to
                be a termination for cause.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    If
      during
      the Term of this Employment Agreement, the Employee dies or his employment
      is
      terminated because of his disability, all salary, benefits and other payments
      shall cease at the time of death or disability, provided, however, that the
      Company shall provide such health, dental and similar insurance or benefits
      as
      were provided to Employee immediately before his termination by reason of death
      or disability, to Employee or his family for the longer of Twenty-four (24)
      months after such termination or the full unexpired Term of this Employment
      Agreement on the same terms and conditions (including cost) as were applicable
      before such termination. In addition, for the first six (6) months of
      disability, the Company shall pay to the Employee the difference, if any,
      between any cash benefits received by the Employee from a Company-sponsored
      disability insurance policy and the Employee’s salary hereunder. At the time of
      any such termination, the Company shall pay the Employee, the value of any
      accrued but unused vacation time, and the amount of all accrued but previously
      unpaid base salary through the date of such termination. The Company shall
      promptly reimburse the Employee for the amount of any expenses incurred prior
      to
      such termination by the Employee as required under paragraph F of Section 3
      above.

    


    
      	D.  	
              Termination
                without Cause. A
                termination without cause is a termination of the employment of the
                Employee by the Company that is not “for cause” and not occasioned by the
                resignation, death or disability of the Employee. If the Company
                terminates the employment of the Employee without cause, (whether
                before
                the end of the Term of this Employment Agreement or, if the Employee
                is
                employed by the Company under paragraph E of this Section 4 below,
                after
                the Term of this Employment Agreement has ended) the Company shall,
                at the
                time of such termination, pay to the Employee the severance payment
                provided in paragraph F of this Section 4 below together with the
                value of
                any accrued but unused vacation time and the amount of all accrued
                but
                previously unpaid base salary through the date of such termination
                and
                shall provide him with all of his benefits under paragraph C of Section
                3
                above for the longer of Thirty-six (36) months or the full unexpired
                Term
                of this Employment Agreement. The Company shall promptly reimburse
                the
                Employee for the amount of any expenses incurred prior to such termination
                by the Employee as required under paragraph F of Section 3
                above.

            


    

    


    If
      the
      Company terminates the employment of the Employee because it has ceased to
      do
      business or substantially completed the liquidation of its assets or because
      it
      has relocated to another city and the Employee has decided not to relocate
      also,
      such termination of employment shall be deemed to be without cause.

    


    
      	E.  	
              End
                of the Term of this Employment Agreement.
                Except as otherwise provided in paragraphs F and G of this Section
                4
                below, the Company may terminate the employment of the Employee at
                the end
                of the Term of this Employment Agreement without any liability on
                the part
                of the Company to the Employee but, if the Employee continues to
                be an
                employee of the Company after the Term of this Employment Agreement
                ends,
                his employment shall be governed by the terms and conditions of this
                Agreement, but he shall be an employee at will and his employment
                may be
                terminated at any time by either the Company or the Employee without
                notice and for any reason not prohibited by law or no reason at all.
                If
                the Company terminates the employment of the Employee at the end
                of the
                Term of this Employment Agreement, the Company shall, at the time
                of such
                termination, pay to the Employee the severance payment provided in
                paragraph F of this Section 4 below together with the value of any
                accrued
                but unused vacation time and the amount of all accrued but previously
                unpaid base salary through the date of such termination. The Company
                shall
                promptly reimburse the Employee for the amount of any reasonable
                expenses
                incurred prior to such termination by the Employee as required under
                paragraph F of Section 3 above.

            


      	 	 


      	F.  
	Severance.
              If
              the employment of the Employee is terminated by the Company, at the
              end of
              the Term of this Employment Agreement or, without cause (whether before
              the end of the Term of this Employment Agreement or, if the Employee
              is
              employed by the Company under paragraph E of this Section 4 above,
              after
              the Term of this Employment Agreement has ended), the Employee shall
              be
              paid, as a severance payment at the time of such termination, the amount
              of Four Hundred Six Thousand Two Hundred Fifty Dollars ($406,250) together
              with the value of any accrued but unused vacation time.
              


    

    


    
      	G.  	
              Change
                of Control Severance.
                In
                addition to the rights of the Employee under the Company’s employee
                benefit plans (paragraphs C of Section 3 above) but in lieu of any
                severance payment under paragraph F of this Section 4 above, if there
                is a
                Change in Control of the Company (as defined below) and the employment
                of
                the Employee is concurrently or subsequently terminated (a) by the
                Company
                without cause, (b) by the expiration of the Term of this Employment
                Agreement, or (c) by the resignation of the Employee because he has
                reasonably determined in good faith that his titles, authorities,
                responsibilities, salary, bonus opportunities or benefits have been
                materially diminished, that a material adverse change in his working
                conditions has occurred, that his services are no longer required
                in light
                of the Company’s business plan, or the Company has breached this
                Employment Agreement, the Company shall pay the Employee, as a severance
                payment, at the time of such termination, the greater of the amount
                equal
                to Thirty (30) months of the Employee’s Salary as defined in Section 3 (A)
                above or Seven Hundred Sixty-two Thousand Five Hundred Dollars ($762,500)
                together with the value of any accrued but unused vacation time,
                and the
                amount of all accrued but previously unpaid base salary through the
                date
                of termination and shall provide him with all of the Employee benefits
                under paragraph C of Section 3 above for the longer of Thirty-six
                (36)
                months or the full unexpired Term of this Employment Agreement. The
                Company shall promptly reimburse the Employee for the amount of any
                expenses incurred prior to such termination by the Employee as required
                under paragraph F of Section 3
                above.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    For
      the
      purpose of this Employment Agreement, a Change in Control of the Company has
      occurred when: (a) any person (defined for the purposes of this paragraph G
      to
      mean any person within the meaning of Section 13(d) of the Securities Exchange
      Act of 1934 (the “Exchange Act”)), other than Neoprobe, an employee benefit plan
      created by its Board of Directors for the benefit of its employees, or a
      participant in a transaction approved by its Board of Directors for the
      principal purpose of raising additional capital, either directly or indirectly,
      acquires beneficial ownership (determined under Rule 13d-3 of the Regulations
      promulgated by the Securities and Exchange Commission under Section 13(d) of
      the
      Exchange Act) of securities issued by Neoprobe having thirty percent (30%)
      or
      more of the voting power of all the voting securities issued by Neoprobe in
      the
      election of Directors at the next meeting of the holders of voting securities
      to
      be held for such purpose; (b) a majority of the Directors elected at any meeting
      of the holders of voting securities of Neoprobe are persons who were not
      nominated for such election by the Board of Directors or a duly constituted
      committee of the Board of Directors having authority in such matters; (c) the
      stockholders of Neoprobe approve a merger or consolidation of Neoprobe with
      another person other than a merger or consolidation in which the holders of
      Neoprobe’s voting securities issued and outstanding immediately before such
      merger or consolidation continue to hold voting securities in the surviving
      or
      resulting corporation (in the same relative proportions to each other as existed
      before such event) comprising eighty percent (80%) or more of the voting power
      for all purposes of the surviving or resulting corporation; or (d) the
      stockholders of Neoprobe approve a transfer of substantially all of the assets
      of Neoprobe to another person other than a transfer to a transferee, eighty
      percent (80%) or more of the voting power of which is owned or controlled by
      Neoprobe or by the holders of Neoprobe’s voting securities issued and
      outstanding immediately before such transfer in the same relative proportions
      to
      each other as existed before such event. The parties hereto agree that for
      the
      purpose of determining the time when a Change of Control has occurred that
      if
      any transaction results from a definite proposal that was made before the end
      of
      the Term of this Employment Agreement but which continued until after the end
      of
      the Term of this Employment Agreement and such transaction is consummated after
      the end of the Term of this Employment Agreement, such transaction shall be
      deemed to have occurred when the definite proposal was made for the purposes
      of
      the first sentence of this paragraph G of this Section 4.

    


    
      	H.  	
              Benefit
                and Stock Plans.
                In
                the event that a benefit plan or Stock Plan which covers the Employee
                has
                specific provisions concerning termination of employment, or the
                death or
                disability of an employee (e.g.,
                life insurance or disability insurance), then such benefit plan or
                Stock
                Plan shall control the disposition of the benefits or stock
                options.

            


    

    


    
      	5. 
               	
              Proprietary
                Information Agreement.
                Employee has executed a Proprietary Information Agreement as a condition
                of employment with the Company. The Proprietary Information Agreement
                shall not be limited by this Employment Agreement in any manner,
                and the
                Employee shall act in accordance with the provisions of the Proprietary
                Information Agreement at all times during the Term of this Employment
                Agreement.

            


    

    


    
      	6.
                	
              Non-Competition.
                Employee
                agrees that for so long as he is employed by the Company under this
                Employment Agreement and for one (1) year thereafter, the Employee
                will
                not:

            


    

    


    
      	A.  	
              enter
                into the employ of or render any services to any person, firm, or
                corporation, which is engaged, in any part, in a Competitive Business
                (as
                defined below);

            


    

    


    
      	B.  	
              engage
                in any directly Competitive Business for his own
                account;

            


    

    


    
      	C.  	
              become
                associated with or interested in through retention or by employment
                any
                Competitive Business as an individual, partner, shareholder, creditor,
                director, officer, principal, agent, employee, trustee, consultant,
                advisor, or in any other relationship or capacity;
                or

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	D.  	
              solicit,
                interfere with, or endeavor to entice away from the Company, any
                of its
                customers, strategic partners, or sources of
                supply.

            


    

    


    
      	             
              	
              Nothing
                in this Employment Agreement shall preclude Employee from taking
                employment in the banking or related financial services industries
                nor
                from investing his personal assets in the securities or any Competitive
                Business if such securities are traded on a national stock exchange
                or in
                the over-the-counter market and if such investment does not result
                in his
                beneficially owning, at any time, more than one percent (1%) of the
                publicly-traded equity securities of such Competitive Business.
                “Competitive Business” for purposes of this Employment Agreement shall
                mean any business or enterprise
                which:

            


    

    


    
      	a.  	
              is
                engaged in the development and/or commercialization of products and/or
                systems for use in intraoperative detection of cancer,
                or

            


    

    


    
      	b.  	
              reasonably
                understood to be competitive in the relevant market with products
                and/or
                systems described in clause a
                above,
                or

            


    

    


    
      	c.  	
              the
                Company engages in during the Term of this Employment Agreement pursuant
                to a determination of the Board of Directors and from which the Company
                derives a material amount of revenue or in which the Company has
                made a
                material capital investment.

            


    

    


    
      	 	
              The
                covenant set forth in this Section 6 shall terminate immediately
                upon the
                substantial completion of the liquidation of assets of the Company
                or the
                termination of the employment of the Employee by the Company without
                cause
                or at the end of the Term of this Employment
                Agreement.

            


    

    


    
      	 	
              7.

            	
              Arbitration.
                Any dispute or controversy arising under or in connection with this
                Employment Agreement shall be settled exclusively by arbitration
                in
                Columbus, Ohio, in accordance with the non-union employment arbitration
                rules of the American Arbitration Association (“AAA”) then in effect. If
                specific non-union employment dispute rules are not in effect, then
                AAA
                commercial arbitration rules shall govern the dispute. If the amount
                claimed exceeds $100,000, the arbitration shall be before a panel
                of three
                arbitrators. Judgment may be entered on the arbitrator’s award in any
                court having jurisdiction. The Company shall indemnify the Employee
                against and hold him harmless from any attorney’s fees, court costs and
                other expenses incurred by the Employee in connection with the
                preparation, commencement, prosecution, defense, or enforcement of
                any
                arbitration, award, confirmation or judgment in order to assert or
                defend
                any right or obtain any payment under paragraph C of Section 4 above
                or
                under this sentence; without regard to the success of the Employee
                or his
                attorney in any such arbitration or
                proceeding.

            


    

    


    
      	 	
              8.

            	
              Governing
                Law.
                The Employment Agreement shall be governed by and construed in accordance
                with the laws of the State of Ohio.

            


    

    


    
      	 	
              9.

            	
              Validity.
                The invalidity or unenforceability of any provision or provisions
                of this
                Employment Agreement shall not affect the validity or enforceability
                of
                any other provision of the Employment Agreement, which shall remain
                in
                full force and effect.

            


    

    


    
      	 	
              10.

            	
              Compliance
                with Section 409A of the Internal Revenue Code. If,
                when the Employee's employment with the Company terminates, the Employee
                is a "specified employee" as defined in Section 409A(a)(1)(B)(i)
                of the
                Internal Revenue Code, and if any payments under this Employment
                Agreement, including payments under Section 4, will result in additional
                tax or interest to the Employee under Section 409A(a)(1)(B) ("Section
                409A
                Penalties"), then despite any provision of this Employment Agreement
                to
                the contrary, the Employee will not be entitled to payments until
                the
                earliest of (a) the date that is at least six months after termination
                of
                the Employee's employment for reasons other than the Employee's death,
                (b)
                the date of the Employee's death, or (c) any earlier date that does
                not
                result in Section 409A Penalties to the Employee. As soon as practicable
                after the end of the period during which payments are delayed under
                this
                provision, the entire amount of the delayed payments shall be paid
                to the
                Employee in a lump sum. Additionally, if any provision of this Employment
                Agreement would subject the Employee to Section 409A Penalties, the
                Company will apply such provision in a manner consistent with Section
                409A
                of the Internal Revenue Code during any period in which an arrangement
                is
                permitted to comply operationally with Section 409A of the Internal
                Revenue Code and before a formal amendment to this Employment Agreement
                is
                required. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    11.   
      Entire
      Agreement.

    


    
      	A.  	
              The
                2004 Employment Agreement is terminated as of the effective date
                of this
                Employment Agreement, except that awards under the Stock Plans granted
                to
                the Employee in the 2004 Employment Agreement or in any previous
                employment agreement or by the Compensation Committee remain in full
                force
                and effect, and survive the termination of the 1999, 2001 and 2004
                Employment Agreements and remain in full force and effect, and survive
                the
                termination of the 2004 Employment
                Agreement.

            


    

    


     B. 
      This Employment Agreement constitutes the entire understanding between the
      parties with respect to the subject matter hereof, superseding all negotiations,
      prior discussions, and preliminary agreements. This Employment Agreement may
      not
      be amended except in writing executed by the parties hereto.

    


    12.  
      Effect
      on Successors of Interest.
      This
      Employment Agreement shall inure to the benefit of and be binding upon heirs,
      administrators, executors, successors and assigns of each of the parties hereto.
      Notwithstanding the above, the Employee recognizes and agrees that his
      obligation under this Employment Agreement may not be assigned without the
      consent of the Company.

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed and delivered this Employment Agreement as of
      the
      date first written above.

       

    


    
      	NEOPROBE
              CORPORATION	 	 	EMPLOYEE
	 	 	 	 
	 	 	 	 
	By:	 	 	 
	
              
                
Brent
                L. Larson, Vice President and Chief Financial
                Officer

            	 	 	
              
                
                David
                C.
                Bupp