Exhibit 10.3

                       AMENDMENT 2 TO THE RIGHTS AGREEMENT

         This Amendment 2 ("Amendment") to the Rights Agreement ("Agreement")
between Neoprobe Corporation, a Delaware corporation ("Company"), and
Continental Stock Transfer & Trust Company ("Rights Agent") is dated effective
December 13, 2004.

         WHEREAS, the Company and the Rights Agent entered into the Agreement on
July 18, 1995 in connection with a rights dividend declared by the board of
directors of the Company; and

         WHEREAS, the Agreement was amended effective February 16, 1999 to
facilitate the sale of Series B Convertible Preferred Stock and Class L
Warrants, none of which are any longer outstanding as of the date of this
Amendment; and

         WHEREAS, the Company and the Rights Agent desire to amend the Agreement
in order to delete references associated with the Series B Convertible Preferred
Stock and Class L Warrants, and to accommodate the sale and issuance of
convertible promissory notes of the Company and warrants to purchase common
stock of the Company, par value $.001, in order to raise funds for the Company;

         NOW THEREFORE, the Company and the Rights Agent hereby agree to amend
the Agreement as follows:

         1. The definition of "Acquiring Person" contained in Section 1.(a) of
the Agreement is hereby deleted in its entirety and the following language be
inserted in lieu thereof:

         "Acquiring Person" shall mean any Person who or which, together with
         all Affiliates and Associates of such Person, shall be the Beneficial
         Owner of 15% or more of the Common Stock then outstanding, but shall
         not include (i) the Company, (ii) any Subsidiary of the Company, (iii)
         any employee benefit plan of the Company or of any Subsidiary of the
         Company, (iv) any Person organized, appointed or established by the
         Company for or pursuant to the terms of any such plan, or (v) any
         Person who becomes a Beneficial Owner of 15% or more of the Common
         Stock then outstanding solely by reason of such Person or its
         affiliates and associates (1) acquiring one or more of the Company's 8%
         Series A Convertible Promissory Notes due December 12, 2008 ("Series A
         Notes"), (2) acquiring Series T Warrants of the Company ("Series T
         Warrants"), (3) acquiring Common Stock through the conversion of Series
         A Notes or the exercise of Series T Warrants, or (4) acquiring Common
         Stock in respect of the Series A Notes or Series T Warrants, in each
         case pursuant to the respective terms thereof or pursuant to any
         provision of the Securities Purchase Agreement ("Purchase Agreement")
         dated December 13, 2004 by and among the Company, Biomedical Value
         Fund, a Delaware limited partnership, Biomedical Offshore Value Fund,
         Ltd., an exempted company incorporated under the provisions of the
         Companies Law of the Cayman Islands, and David C. Bupp.

         2. Section 11(a)(ii) of the Agreement is hereby deleted in its entirety
and the following language be inserted in lieu thereof:

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         Section 11. (a)(ii) If any Person (other than the Company, any
         Subsidiary of the Company, any employee benefit plan of the Company or
         of any Subsidiary of the Company, or any Person or entity organized,
         appointed or established by the Company for or pursuant to the terms of
         any such plan), alone or together with its Affiliates and Associates at
         any time after the Rights Dividend Declaration Date, becomes a
         Beneficial Owner of 15% or more of the Common Stock then outstanding, a
         "Section 11(a)(ii) Event" shall be deemed to have occurred; unless the
         event causing the 15% threshold to be crossed:

                  (1) is a Section 13 Event;

                  (2) is an acquisition of Common Stock pursuant to a tender
                  offer or an exchange offer for all outstanding Common Stock at
                  a price and on terms determined by at least a majority of the
                  members of the Board of Directors who are not officers of the
                  Company and who are not representatives, nominees, Affiliates
                  or Associates of an Acquiring Person, after receiving advice
                  from one or more investment banking firms, to be (A) at a
                  price which is fair to stockholders (taking into account all
                  factors which such members of the Board deem relevant
                  including, without limitation, prices which could reasonably
                  be achieved if the Company or its assets were sold on an
                  orderly basis designed to realize maximum value) and (B)
                  otherwise in the best interests of the Company and its
                  stockholders; or

                  (3) is (i) the acquisition of Series A Notes, (ii) the
                  acquisition of Series T Warrants, (iii) the purchase of Common
                  Stock through the conversion of Series A Notes, the exercise
                  of Series T Warrants, (iv) the acquisition of Common Stock in
                  respect of the Series A Notes or Series T Warrants, in each
                  case pursuant to the respective terms thereof or pursuant to
                  any provision of the Purchase Agreement.

         Promptly following the first occurrence of any Section 11(a)(ii) Event,
         proper provision shall be made so that each holder of a Right (except
         as provided below and in Section 7(e) hereof) shall thereafter have the
         right to receive, upon exercise thereof at the then current Purchase
         Price in accordance with the terms of this Agreement, in lieu of
         Preferred Stock or fractions thereof, such number of shares of Common
         Stock of the Company as shall equal the result obtained by (I)
         multiplying the then current Purchase Price by the then number of
         shares of Preferred Stock or fractions thereof for which a Right was
         exercisable immediately prior to the first occurrence of a Section
         11(a)(ii) Event, and (II) dividing that product (which, following such
         first occurrence, shall thereafter be referred to as the "Purchase
         Price" for each Right and for all purposes of this Agreement) by 50% of
         the current market price (determined pursuant to Section 11(d) hereof)
         per shares of Common Stock on the date of such first occurrence (such
         number of shares, the "Adjustment Stock").

         3. Except as specifically amended by this Amendment, the provisions of
the Agreement remain in full force and effect.

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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.

NEOPROBE CORPORATION


By: /s/ David C. Bupp
    ----------------------------------------
    David C. Bupp, President


CONTINENTAL STOCK TRANSFER & TRUST COMPANY



By: /s/ William F. Seegraber
    ----------------------------------------
    William F. Seegraber, Vice President



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