Exhibit 10.35
                                                                        Series U



                                 FORM OF WARRANT

                                                               December 13, 2004


         THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED  UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
         AND MAY NOT BE  SOLD,  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF  EXCEPT
         PURSUANT  TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER SUCH ACT AND
         APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION
         FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.



<PAGE>

                                                                        Series U
                                                             Warrant to Purchase
                                                                     -----------
                                                  Shares (subject to adjustment)
                                                                 of Common Stock


                              NEOPROBE CORPORATION

                      AMENDED COMMON STOCK PURCHASE WARRANT

                          Void after December 13, 2009

         Neoprobe Corporation (the "Company" ), a Delaware  corporation,  hereby
certifies that for value received, _________________________,  or its successors
or assigns (the  "Holder"),  is entitled to  purchase,  subject to the terms and
conditions       hereinafter      set      forth,      an      aggregate      of
_________________________________  fully paid and nonassessable shares of Common
Stock (as hereinafter defined) of the Company, at an exercise price of $0.46 per
share,  subject to adjustment as provided herein (the "Purchase Price"),  at any
time or from time to time  beginning  on the date  hereof  (but  subject  to the
limitation  contained in Section  2(e) hereof) and prior to 5:00 P.M.,  New York
City time, on December 13, 2009 (the  "Expiration  Date").  This amended Warrant
has been issued to replace a Warrant to purchase  ______________________________
shares of Common  Stock on  substantially  similar  terms that was issued by the
Company to the Holder on December 13, 2004.

         1. Definitions.  For the purposes of this Warrant,  the following terms
shall have the meanings indicated:

         "Business  Day"  shall mean any day other  than a  Saturday,  Sunday or
other day on which  commercial  banks in the City of New York are  authorized or
required by law or executive order to close.

         "Closing  Price" shall mean, with respect to each share of Common Stock
for any day, (a) the last  reported  sale price  regular way or, in case no such
sale takes place on such day,  the  average of the closing bid and asked  prices
regular  way, in either case as reported on the  principal  national  securities
exchange on which the Common Stock is listed or admitted for trading,  or (b) if
the  Common  Stock  is not  listed  or  admitted  for  trading  on any  national
securities exchange, the last reported sale price or, in case no such sale takes
place on such day,  the  average  of the  highest  reported  bid and the  lowest
reported asked quotation for the Common Stock, in either case as reported on the
Nasdaq or a similar service if Nasdaq is no longer reporting such information.

          "Common Stock" means the common stock,  par value $.001 per share,  of
the  Company,  and any  class of stock  resulting  from  successive  changes  or
reclassification of such Common Stock.

         "Company" has the meaning  ascribed to such term in the first paragraph
of this Warrant.

<PAGE>

         "Current   Market  Price"  shall  be  determined  in  accordance   with
Subsection 3(d).

         "Exercise  Date" has the meaning  ascribed  to such term in  Subsection
2(d).

         "Expiration  Date" has the  meaning  ascribed to such term in the first
paragraph of this Warrant.

         "Holder" has the meaning  ascribed to such term in the first  paragraph
and Section 9 of this Warrant.

         "Issuable  Warrant Shares" means the shares of Common Stock issuable at
any time upon exercise of the Warrant.

         "Issued  Warrant  Shares"  means any shares of Common Stock issued upon
exercise of the Warrant.

         "Nasdaq"  shall mean the  Automated  Quotation  System of the  National
Association of Securities Dealers, Inc.

         "Person"  shall  mean  any  individual,   firm,  corporation,   limited
liability   company,   partnership,   trust,   incorporated  or   unincorporated
association,  joint venture,  joint stock  company,  government (or an agency or
political  subdivision  thereof) or other entity of any kind,  and shall include
any successor (by merger or otherwise) of such entity.

          "Purchase  Price" has the  meaning  ascribed to such term in the first
paragraph of this Warrant.

         "Warrant"  shall mean this Warrant and any  subsequent  Warrant  issued
pursuant to the terms of this Warrant.

         "Warrant  Register" has the meaning ascribed to such term in Subsection
9(c).

         2. Exercise of Warrant.

                  (a) Exercise.  This Warrant may be  exercised,  in whole or in
part,  at any time or from time to time during the period  beginning on the date
hereof (but  subject to the  limitation  contained  in Section  2(e) hereof) and
ending on the Expiration  Date, by  surrendering to the Company at its principal
office this Warrant, with the form of Election to Purchase Shares (the "Election
to Purchase  Shares")  attached  hereto as Exhibit A duly executed by the Holder
and  accompanied  by payment of the  Purchase  Price for the number of shares of
Common Stock specified in such form.

                  (b) Delivery of Shares;  Payment of Purchase Price. As soon as
practicable after surrender of this Warrant and receipt of payment,  the Company
shall promptly issue and deliver to the Holder a certificate or certificates for
the  number  of shares of Common  Stock set forth in the  Election  to  Purchase
Shares, in such name or names as may be designated by such Holder,  along with a
check  for the  amount  of cash to be  paid in lieu of  issuance  of  fractional
shares,  if any. Payment of the Purchase Price may be made as follows (or by any
combination of the following): (i) in United States currency by cash or delivery


                                       2
<PAGE>

of a certified check, bank draft or postal or express money order payable to the
order of the  Company,  (ii) by  surrender of a number of shares of Common Stock
held by the Holder equal to the quotient  obtained by dividing (A) the aggregate
Purchase  Price  payable  with respect to the portion of this Warrant then being
exercised  by (B) the  Current  Market  Price per  share of Common  Stock on the
Exercise  Date,  or (iii) by  cancellation  of such portion of this Warrant with
respect to the number of Issuable Warrant Shares equal to the quotient  obtained
by dividing (A) the aggregate Purchase Price payable with respect to the portion
of this  Warrant  then being  exercised  by (B) the  difference  between (1) the
Current Market Price per share of Common Stock on the Exercise Date, and (2) the
Purchase Price per share of Common Stock.

                  (c) Partial  Exercise.  If this Warrant is exercised  for less
than all of the  shares of Common  Stock  purchasable  under this  Warrant,  the
Company  shall cancel this Warrant upon  surrender  hereof and shall execute and
deliver to the Holder a new  Warrant of like tenor for the balance of the shares
of Common Stock purchasable hereunder.

                  (d) When  Exercise  Effective.  The  exercise of this  Warrant
shall be  deemed  to have  been  effective  immediately  prior  to the  close of
business on the  Business Day on which this  Warrant is  surrendered  to and the
Purchase  Price is received  by the  Company as provided in this  Section 2 (the
"Exercise  Date")  and the Person in whose  name any  certificate  for shares of
Common Stock shall be issuable  upon such  exercise,  as provided in  Subsection
2(b), shall be deemed to be the record holder of such shares of Common Stock for
all purposes on the Exercise Date.

                  (e)  Reservation of Warrant  Shares.  The Holder  acknowledges
that the Company does not have  authorized and unreserved  shares  sufficient to
satisfy  its  obligation  to issue  Warrant  Shares  upon the  exercise  of this
Warrant,  and notwithstanding  any contrary  provisions of this Warrant,  agrees
that,  until an  increase in  authorized  shares is approved as provided in this
Section 2(e),  the Company shall not be required to reserve from its  authorized
shares of Common  Stock such number of shares as would be  necessary  to satisfy
its  obligation  to issue Warrant  Shares upon  exercise of this Warrant,  or to
issue  Warrant  Shares  upon the  exercise  hereof.  The  Company  agrees to use
commercially  reasonable  efforts to obtain  shareholder  approval at its annual
stockholders'  meeting in 2005 (and at each  subsequent  meeting of shareholders
until such  approval is  obtained)  of an  increase in the number of  authorized
shares  sufficient to permit it to reserve from its authorized  shares of Common
Stock such number of shares as would be necessary to satisfy its  obligation  to
issue  Warrant  Shares upon exercise of this Warrant,  and  notwithstanding  any
other  provision  hereof,  this  Warrant  shall not be  exercisable  until  such
authorization  has  occurred.  Upon the  occurrence of such  authorization,  the
Company will immediately  reserve (and will continue to reserve until as long as
the Warrant remains exercisable) sufficient shares of Common Stock and take such
other  actions as may be  necessary  to ensure that  following  exercise of this
Warrant in accordance  with the provisions of this Section 2, the Issued Warrant
Shares issued  hereunder  shall,  without further action by the Holder,  be duly
authorized, validly issued, fully paid and nonassessable.

                  (f)  Continued  Validity.  A Holder of shares of Common  Stock
issued upon the exercise of this Warrant, in whole or in part, shall continue to
be entitled to all of the rights and subject to all of the obligations set forth
in Section 9.


                                       3
<PAGE>

         3.  Adjustment  of Purchase  Price and Number of Shares.  The  Purchase
Price and the number of shares of Common Stock  issuable  upon  exercise of this
Warrant  shall be adjusted  from time to time in the  following  manner upon the
occurrence of the following events:

                  (a) Dividend, Subdivision,  Combination or Reclassification of
Common  Stock.  If the  Company  shall,  at any time or from  time to time,  (i)
declare a dividend on the Common  Stock  payable in shares of its capital  stock
(including  Common Stock),  (ii) subdivide the  outstanding  Common Stock into a
larger number of shares of Common Stock,  (iii) combine the  outstanding  Common
Stock  into a smaller  number of shares of its Common  Stock,  or (iv) issue any
shares of its capital stock in a reclassification of the Common Stock (including
any such  reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then in each such case, the Purchase
Price in  effect  at the time of the  record  date for such  dividend  or of the
effective date of such  subdivision,  combination or  reclassification,  and the
number  and kind of shares  of  capital  stock  issuable  on such date  shall be
proportionately  adjusted so that the Holder of any Warrant exercised after such
date shall be entitled to receive,  upon payment of the same aggregate amount as
would have been  payable  before  such date,  the  aggregate  number and kind of
shares of capital stock which,  if such Warrant had been  exercised  immediately
prior to such date,  such Holder  would have owned upon such  exercise  and been
entitled  to receive by virtue of such  dividend,  subdivision,  combination  or
reclassification.  Any such adjustment shall become effective  immediately after
the record date of such  dividend  or the  effective  date of such  subdivision,
combination or  reclassification.  Such  adjustment  shall be made  successively
whenever any event listed above shall occur.  If a dividend is declared and such
dividend  is not paid,  the  Purchase  Price  shall  again be adjusted to be the
Purchase Price, in effect  immediately  prior to such record date (giving effect
to all adjustments  that otherwise would be required to be made pursuant to this
Section 3 from and after such record date).

                  (b) Certain  Distributions.  If the Company shall, at any time
or from time to time, fix a record date for the  distribution  to all holders of
Common  Stock  (including  any  such  distribution  made  in  connection  with a
consolidation  or merger in which the Company is the continuing  corporation) of
evidences  of  indebtedness,  assets or other  property  (other  than  regularly
scheduled  cash  dividends  or cash  distributions  payable out of  consolidated
earnings  or earned  surplus or  dividends  payable  in capital  stock for which
adjustment is made under  Subsection  3(a)) or subscription  rights,  options or
warrants,  then the Purchase  Price shall be reduced to the price  determined by
multiplying the Purchase Price in effect  immediately  prior to such record date
by a fraction  (which  shall in no event be less than zero),  the  numerator  of
which shall be the Current Market Price per share of Common Stock on such record
date (or, if an ex-dividend  date has been  established for such record date, on
the next day preceding such  ex-dividend  date),  less the fair market value (as
determined  in good  faith by the  Board of  Directors  of the  Company)  of the
portion of the assets, evidences of indebtedness,  other property,  subscription
rights or warrants so to be distributed  applicable to one share of Common Stock
and the  denominator  of which shall be such  Current  Market Price per share of
Common Stock. Any such adjustment shall become effective  immediately  after the
record date for such  distribution.  Such adjustments shall be made successively
whenever such a record date is fixed. In the event that such distribution is not
so made,  the Purchase  Price shall be adjusted to the Purchase  Price in effect
immediately  prior to such record date (giving  effect to all  adjustments  that
otherwise would be required to be made pursuant to this Section 3 from and after
such record date).


                                       4
<PAGE>

                  (c) Reserved.

                  (d)  Determination of Current Market Price. For the purpose of
any computation under Subsection (b) of this Section 3 or any other provision of
this Warrant except as otherwise specifically provided, the Current Market Price
per share of Common  Stock on any date shall be deemed to be the  average of the
daily Closing  Prices per share of Common Stock for the 10  consecutive  trading
days commencing 15 trading days before such date. If on any such date the shares
of  Common  Stock  are not  listed  or  admitted  for  trading  on any  national
securities exchange or quoted by Nasdaq or a similar service,  then the Company,
on the one hand, and Holder,  on the other hand,  shall each promptly appoint as
an appraiser  an  individual  who shall be a member of a  nationally  recognized
investment  banking firm.  Each appraiser shall be instructed to, within 30 days
of  appointment,  determine  the Current  Market Price per share of Common Stock
which shall be deemed to be equal to the fair  market  value per share of Common
Stock as of such date. If the two  appraisers are unable to agree on the Current
Market Price per share of Common  Stock within such 30 day period,  then the two
appraisers,  within 10 days  after the end of such 30 day period  shall  jointly
select a third  appraiser.  The  third  appraiser  shall,  within 30 days of its
appointment,  determine,  in good faith,  the Current  Market Price per share of
Common Stock and such determination shall be controlling.  If any party fails to
appoint  an  appraiser  or if one of the  two  initial  appraisers  fails  after
appointment to submit its appraisal  within the required  period,  the appraisal
submitted  by the  remaining  appraiser  shall be  controlling.  The cost of the
foregoing  appraisals  shall be shared  one-half by the Company and  one-half by
Holder, provided, however, in the event a third appraiser is utilized and one of
the two initial appraisals (but not the other initial appraisal) is greater than
or less than the appraisal by such third appraiser by 10% or more, then the cost
of all of the foregoing appraisals shall be borne by the party who appointed the
appraiser who made such initial appraisal.

                  (e) De Minimis Adjustments.  No adjustment shall be made under
this Section 3 if the amount of such adjustment  would result in a change in the
number of shares  issuable under this Warrant of less than one percent (1%), but
in such case any adjustment that would otherwise be required to be made shall be
carried  forward  and  shall be made at the time of and  together  with the next
subsequent  adjustment,  which together with any adjustment so carried  forward,
would  result in a change  of at least one  percent  (1%).  Notwithstanding  the
provisions  of the  first  sentence  of this  Subsection  3(e),  any  adjustment
postponed  pursuant  to this  Subsection  3(e)  shall be made no later  than the
earlier of (i) three years from the date of the transaction  that would, but for
the  provisions of the first  sentence of this Section 3(e),  have required such
adjustment, (ii) an Exercise Date or (iii) the Expiration Date.

                  (f)  Adjustments  to Other  Shares.  In the event  that at any
time, as a result of an adjustment made pursuant to Subsection  3(a), the Holder
shall become entitled to receive,  upon exercise of this Warrant,  any shares of
capital  stock or other  securities  of the Company  other than shares of Common
Stock,  the number of such other shares or other  securities so receivable  upon
exercise of this Warrant shall be subject to  adjustment  from time to time in a
manner and on terms as nearly  equivalent as practicable to the provisions  with
respect to the shares of Common Stock  contained in  Subsections  3(a), and (b),
inclusive,  and the  provisions  of Sections  2, 5, 6 and 7 with  respect to the
shares of Common  Stock  shall  apply on like terms to any such other  shares or
other securities.


                                       5
<PAGE>

                  (g)  Adjustment of Number of Shares  Issuable  Upon  Exercise.
Upon each adjustment of the Purchase Price as a result of the calculations  made
in Subsections 3(a) or (b), this Warrant shall thereafter  evidence the right to
receive,  at the adjusted  Purchase Price, that number of shares of Common Stock
(calculated to the nearest  one-hundredth)  obtained by dividing (x) the product
of the  aggregate  number  of shares of Common  Stock  covered  by this  Warrant
immediately   prior  to  such  adjustment  and  the  Purchase  Price  in  effect
immediately  prior to such  adjustment of the Purchase Price by (y) the Purchase
Price in effect immediately after such adjustment of the Purchase Price.

                  (h)  Reorganization,  Reclassification,  Merger  and  Sale  of
Assets. If there occurs any capital  reorganization or any  reclassification  of
the Common Stock of the Company, the consolidation or merger of the Company with
or into another Person (other than a merger or  consolidation  of the Company in
which the Company is the continuing corporation and which does not result in any
reclassification  or change of  outstanding  shares of its Common  Stock) or the
sale or conveyance of all or  substantially  all of the assets of the Company to
another Person, then the Holder will thereafter be entitled to receive, upon the
exercise of this Warrant in accordance with the terms hereof,  the same kind and
amounts of  securities  (including  shares of stock) or other  assets,  or both,
which were issuable or distributable to the holders of outstanding  Common Stock
of  the  Company  upon  such  reorganization,  reclassification,  consolidation,
merger, sale or conveyance,  in respect of that number of shares of Common Stock
then  deliverable  upon the  exercise of this  Warrant if this  Warrant had been
exercised   immediately   prior   to  such   reorganization,   reclassification,
consolidation,  merger, sale or conveyance;  and, in any such case,  appropriate
adjustments  (as  determined  in good  faith by the  Board of  Directors  of the
Company) shall be made to assure that the provisions hereof (including,  without
limitation, provisions with respect to changes in, and other adjustments of, the
Purchase Price) shall  thereafter be applicable,  as nearly as reasonably may be
practicable,   in  relation  to  any  securities  or  other  assets   thereafter
deliverable upon exercise of this Warrant.

         4.  Certificate as to  Adjustments.  Whenever the Purchase Price or the
number of shares of Common Stock  issuable,  or the securities or other property
deliverable, upon the exercise of this Warrant shall be adjusted pursuant to the
provisions hereof, the Company shall promptly give written notice thereof to the
Holder,  in accordance  with Section 13, in the form of a certificate  signed by
the  Chairman  of the  Board,  President  or one of the Vice  Presidents  of the
Company,  and by the Chief Financial Officer,  Treasurer or one of the Assistant
Treasurers of the Company,  stating the adjusted  Purchase Price,  the number of
shares  of  Common  Stock   issuable,   or  the  securities  or  other  property
deliverable, upon exercise of the Warrant and setting forth in reasonable detail
the method of calculation and the facts requiring such adjustment and upon which
such  calculation  is based.  Each  adjustment  shall  remain in effect  until a
subsequent adjustment is required.

         5. Fractional Shares. Notwithstanding an adjustment pursuant to Section
3(h) in the  number of shares of Common  Stock  covered  by this  Warrant or any
other  provision  of this  Warrant,  the Company  shall not be required to issue
fractions of shares upon exercise of this Warrant or to distribute  certificates
which evidence  fractional shares. In lieu of fractional shares, the Company may
make  payment to the Holder,  at the time of exercise of this  Warrant as herein
provided,  of an amount in cash equal to such fraction multiplied by the greater
of the Current  Market Price of a share of Common Stock on the Exercise Date and
the Purchase Price.


                                       6
<PAGE>

         6. Notice of Proposed Actions. In case the Company shall propose at any
time or from time to time (a) to declare or pay any dividend payable in stock of
any class to the holders of Common  Stock or to make any other  distribution  to
the holders of Common Stock (other than a regularly  scheduled  cash  dividend),
(b) to offer to the holders of Common Stock rights or warrants to subscribe  for
or to purchase any  additional  shares of Common Stock or shares of stock of any
class or any other securities,  rights,  warrants or options,  (c) to effect any
reclassification of its Common Stock, (d) to effect any consolidation, merger or
sale, transfer or other disposition of all or substantially all of the property,
assets or  business of the  Company  which  would,  if  consummated,  adjust the
Purchase Price or the securities issuable upon exercise of the Warrants,  (e) to
effect the liquidation, dissolution or winding up of the Company, or (f) to take
any other action that would require a vote of the Company's stockholders,  then,
in each such case,  the Company  shall give to the Holder,  in  accordance  with
Section 13, a written  notice of such proposed  action,  which shall specify (i)
the record date for the purposes of such stock dividend,  distribution of rights
or warrants or vote of the stockholders of the Company, or if a record is not to
be taken,  the date as of which the holders of shares of Common  Stock of record
to be entitled to such dividend,  distribution of rights or warrants, or vote is
to  be   determined,   or  (ii)  the  date  on  which   such   reclassification,
consolidation, merger, sale, transfer, disposition,  liquidation, dissolution or
winding up is expected to become effective, and such notice shall be so given as
promptly as possible but in any event at least ten (10)  Business  Days prior to
the applicable record, determination or effective date specified in such notice.

         7. Diminution or Impairment.  The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant,  but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such  action as may be  necessary  or
appropriate in order to protect the rights of the Holder of this Warrant against
diminution  or  other  impairment.   Without  limiting  the  generality  of  the
foregoing,  the  Company  (a) will not  increase  the par value of any shares of
stock  receivable  on the  exercise  of this  Warrant  above the amount  payable
therefor on such exercise,  (b) will at all times reserve and keep available the
maximum  number  of its  authorized  shares  of  Common  Stock,  free  from  all
preemptive rights therein,  which will be sufficient to permit the full exercise
of this  Warrant,  and (c) will  take all such  action  as may be  necessary  or
appropriate  in order that all shares of Common Stock as may be issued  pursuant
to the exercise of this Warrant will, upon issuance, be duly and validly issued,
fully paid and  nonassessable,  and free from all taxes,  liens and charges with
respect to the issue thereof.

         8.  Replacement of Warrants.  On receipt by the Company of an affidavit
of an authorized  representative  of the Holder stating the circumstances of the
loss,  theft,  destruction or mutilation of this Warrant (and in the case of any
such mutilation,  on surrender and cancellation of such Warrant), the Company at
its expense will promptly execute and deliver, in lieu thereof, a new Warrant of
like tenor  which  shall be  exercisable  for a like  number of shares of Common
Stock. If required by the Company, such Holder must provide an indemnity bond or
other indemnity sufficient in the judgment of the Company to protect the Company
from any loss  which it may  suffer if a lost,  stolen or  destroyed  Warrant is
replaced.


                                       7
<PAGE>

         9. Restrictions on Transfer.

                  (a) Subject to the  provisions of this Section 9, this Warrant
may be transferred or assigned,  in whole or in part, by the Holder at any time,
and from time to time.  The term  "Holder" as used herein shall also include any
transferee  of this Warrant  whose name has been  recorded by the Company in the
Warrant Register (as hereinafter defined). Each transferee of the Warrant or the
Common Stock  issuable  upon the exercise of the Warrant  acknowledges  that the
Warrant or the Common  Stock  issuable  upon the exercise of the Warrant has not
been registered under the Securities Act and may be transferred only pursuant to
an effective  registration under the Securities Act or pursuant to an applicable
exemption from the registration requirements of the Securities Act.

                  (b) With respect to a transfer  that should occur prior to the
time that the Warrant or the Common Stock issuable upon the exercise  thereof is
registered  under the  Securities  Act,  such Holder shall request an opinion of
counsel  (which  shall be  rendered  by  counsel  reasonably  acceptable  to the
Company)  that the proposed  transfer may be effected  without  registration  or
qualification  under any Federal or state  securities  or blue sky law.  Counsel
shall,  as  promptly as  practicable,  notify the Company and the Holder of such
opinion  and of the  terms  and  conditions,  if  any,  to be  observed  in such
transfer,  whereupon  the Holder  shall be entitled to transfer  this Warrant or
such  shares  of  Common  Stock  (or  portion  thereof),  subject  to any  other
provisions and  limitations of this Warrant.  In the event this Warrant shall be
exercised as an incident to such  transfer,  such exercise shall relate back and
for all  purposes of this  Warrant be deemed to have  occurred as of the date of
such notice  regardless of delays  incurred by reason of the  provisions of this
Section 9 which may result in the actual exercise on any later date.

                  (c) The  Company  shall  maintain  a  register  (the  "Warrant
Register") in its principal  office for the purpose of  registering  the Warrant
and any transfer  thereof,  which  register  shall reflect and identify,  at all
times,  the ownership of any interest in the Warrant.  Upon the issuance of this
Warrant,  the Company  shall  record the name of the initial  purchaser  of this
Warrant  in the  Warrant  Register  as the  first  Holder.  Upon  surrender  for
registration  of transfer or exchange of this Warrant  together  with a properly
executed Form of Assignment attached hereto as Exhibit B at the principal office
of the Company,  the Company shall,  at its expense,  execute and deliver one or
more new Warrants of like tenor which shall be exercisable  for a like aggregate
number  of shares of Common  Stock,  registered  in the name of the  Holder or a
transferee or transferees.

         10. No Rights or  Liability  as a  Stockholder.  This  Warrant does not
entitle the Holder  hereof to any voting rights or other rights as a stockholder
of the Company.  No provisions  hereof, in the absence of affirmative  action by
the Holder hereof to purchase  Common Stock,  and no  enumeration  herein of the
rights or  privileges  of the Holder  shall give rise to any  liability  of such
Holder as a stockholder of the Company.

         11. Charges, Taxes and Expenses. Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant  shall be made without  charge to
the Holder hereof for any issue or transfer tax, or other incidental expense, in
respect of the  issuance  or  delivery of such  certificates  or the  securities
represented  thereby,  all of  which  taxes  and  expenses  shall be paid by the
Company.


                                       8
<PAGE>

         12. Amendment or Waiver.  Any amendment,  supplement or modification of
or to any  provision  of this  Warrant,  any  waiver  of any  provision  of this
Warrant,  and any  consent to any  departure  by any party from the terms of any
provision of this Warrant,  may be made only in a writing  signed by the Company
and the Holder,  or in the case of a waiver or consent,  by the party giving the
waiver or consent, and then such amendment, supplement,  modification, waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose for which given.

         13. Notices.  Any notice or other  communication (or delivery) required
or permitted hereunder shall be made in writing and shall be by registered mail,
return receipt  requested,  telecopier,  courier service or personal delivery to
the  Company at its  principal  office  and to the  Holder at its  address as it
appears in the  Warrant  Register.  All such  notices  and  communications  (and
deliveries)  shall be deemed to have been duly given: when delivered by hand, if
personally  delivered;  when  delivered by courier,  if delivered by  commercial
overnight courier service; five Business Days after being deposited in the mail,
postage prepaid, if mailed; and when receipt is acknowledged, if telecopied.

         14. Reserved.

         15. Certain Remedies.  The Holder shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Warrant and to enforce
specifically the terms and provisions of this Warrant in any court of the United
States or any state thereof having  jurisdiction,  this being in addition to any
other remedy to which such Holder may be entitled at law or in equity.

         16.  Governing  Law.  THIS WARRANT  SHALL BE GOVERNED BY,  CONSTRUED IN
ACCORDANCE  WITH,  AND  ENFORCED  UNDER,  THE  LAWS  OF THE  STATE  OF NEW  YORK
APPLICABLE  TO  AGREEMENTS OR  INSTRUMENTS  ENTERED INTO AND PERFORMED  ENTIRELY
WITHIN SUCH STATE EXCEPT TO THE EXTENT THE GENERAL  CORPORATION  LAW OF DELAWARE
SHALL APPLY.

         17.  Headings.  The  headings in this  Warrant are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.


                                       NEOPROBE CORPORATION


                                       By:
                                           -----------------------------------
                                           Name:  Brent L. Larson
                                           Title: Vice President, Finance / CFO


                           [SIGNATURE PAGE TO WARRANT]



                                       9
<PAGE>

                                                       Exhibit A to Common Stock
                                                       Purchase Warrant Series U

                                    [FORM OF]

                           ELECTION TO PURCHASE SHARES

         The undersigned  hereby  irrevocably  elects to exercise the Warrant to
purchase  _____  shares of Common  Stock,  par value  $0.001 per share  ("Common
Stock"),  of Neoprobe  Corporation  (the "Company") and hereby [makes payment of
$_______  therefor] [or] [makes  payment  therefor by  surrendering  pursuant to
Section  2(b)(ii)  _____  shares of Common  Stock of the  Company]  [or]  [makes
payment therefor by cancellation  pursuant to Section  2(b)(iii) of a portion of
the Warrant with respect to _________  shares of Common Stock].  The undersigned
hereby  requests  that  certificates  for such shares be issued and delivered as
follows:


ISSUE TO:
         -----------------------------------------------------------------------
                                     (NAME)


                          (ADDRESS, INCLUDING ZIP CODE)


                  (SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)

DELIVER TO:
           ---------------------------------------------------------------------
                                     (NAME)


                          (ADDRESS, INCLUDING ZIP CODE)

                  If the number of shares of Common  Stock  purchased  hereby is
less than the  number of shares of Common  Stock  covered  by the  Warrant,  the
undersigned  requests  that a new Warrant  representing  the number of shares of
Common Stock not purchased be issued and delivered as follows:

ISSUE TO:
         -----------------------------------------------------------------------
                                (NAME OF HOLDER)


                          (ADDRESS, INCLUDING ZIP CODE)

DELIVER TO:
           ---------------------------------------------------------------------
                                (NAME OF HOLDER)


                          (ADDRESS, INCLUDING ZIP CODE)

Dated:                                   [NAME OF HOLDER]
       ------------------------------

                                         By:
                                             -----------------------------
                                             Name:
                                             Title:
---------
(1)   Name of Holder must conform in all respects to name of Holder as specified
      on the face of the Warrant.


<PAGE>

                                                       Exhibit B to Common Stock
                                                       Purchase Warrant Series U


                              [FORM OF] ASSIGNMENT


         FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns,  and
transfers unto the Assignee named below all of the rights of the  undersigned to
purchase Common Stock, par value $.001 per share ("Common  Stock"),  of Neoprobe
Corporation  represented by the Warrant, with respect to the number of shares of
Common Stock set forth below:


Name of Assignee  Address           No. of Shares





and does hereby irrevocably constitute and appoint  ____________________________
Attorney to make such transfer on the books of Neoprobe  Corporation  maintained
for that purpose, with full power of substitution in the premises.



Dated:                                    [NAME OF HOLDER(1)]
       ---------------------------


                                          By:
                                              -------------------------------
                                              Name:
                                              Title:



-----------
(1)   Name of Holder must conform in all respects to name of Holder as specified
      on the face of the Warrant.