Exhibit
4(b)

    


    FIRST
AMENDMENT OF THE NEOPROBE CORPORATION

    401(k)
PLAN FOR THE

    ECONOMIC
GROWTH AND TAX RELIEF RECONICILIATION ACT OF 2001

    


    PREAMBLE

    


    Adoption and effective date
of amendment. This amendment of the Neoprobe Corporation 401(k) Plan (the
“Plan”) is adopted to reflect certain provisions of the Economic Growth and Tax
Relief Reconciliation Act of 2001 (“EGTRRA”). This amendment is intended as good
faith compliance with the requirements of EGTRRA and is to be construed in
accordance with EGTRRA and guidance issued thereunder. Except as otherwise
provided, this amendment shall be effective as of the first day of the first
Plan Year beginning after December 31, 2001.

    


    Supersession of inconsistent
provisions. This amendment shall supersede the provisions of the Plan to
the extent those provisions are inconsistent with the provisions of this
amendment.

    


    1.           Section
2.15 of the Plan is amended by the addition of the paragraph below to the end of
Section 2.15:

    


    “The
annual Compensation of each Participant taken into account in determining
allocations for any Plan Year beginning after December 31, 2001, shall not
exceed $200,000, as adjusted for cost-of-living increases in accordance with
Section 401(a)(17)(B) of the Code. Annual Compensation means Compensation during
the Plan Year or such other consecutive 12-month period over which Compensation
is otherwise determined under the Plan (the determination period). The
cost-of-living adjustment in effect for a calendar year applies to annual
Compensation for the determination period that begins with or within such
calendar year.”

    


    2.           Section
2.16 of the Plan is amended by the addition of the paragraph below to the end of
Section 2.16:

    


    “The
annual Compensation of each Participant taken into account under Article VI of
this Plan for any Plan Year beginning after December 31, 2001, shall not exceed
$200,000, as adjusted for cost-of-living increases in accordance with Section
401(a)(17)(B) of the Code. Annual Compensation means Compensation during the
Plan Year or such other consecutive 12-month period over which Compensation is
otherwise determined under the Plan (the determination period). The
cost-of-living adjustment in effect for a calendar year applies to annual
Compensation for the determination period that begins with or within such
calendar year."


    
      
         


      

      
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    3.           Section
6.04 is amended and revised by the addition of the following sentence to the end
of 6.04(b):

    


    “The
multiple use test described in Treasury Regulation Section 1.401(m)-2 and this
Section 6.04(b) of the Plan shall not apply for Plan Year beginning after
December 31, 2001.”

    


    4.           Section
2.51 is amended by the addition of the below paragraphs to the end of Section
2.51.

    


    “The preceding paragraphs in this
Section 2.51 are effective for Limitation Years beginning before December 31,
2001. Effective for Limitation Years beginning after December 31, 2001, except
to the extent permitted under Section 414(v) of the Code (if applicable), the
annual addition that may be contributed or allocated to a Participant’s Account
under the Plan for any Limitation Year shall not exceed the lesser
of:

    


    (a)           $40,000,
as adjusted for increases in the cost-of-living under Section 415(d) of the
Code, or

    


    (b)           100
percent of the Participant’s compensation, within the meaning of Section
415(c)(3) of the Code, for the Limitation Year.

    


    The
foregoing limit is referred to as the “415(c) Limit.” The 415(c) Limit with
respect to any Participant for a Limitation Year, plus the amount of any
additional elective deferral permitted to be made by a Participant under Section
414(v) of the Code with respect to such Limitation Year, is referred to as the
“Maximum Permissible Amount.” The compensation limit referred to in (b) shall
not apply to any contribution for medical benefits after separation from service
(within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which
is otherwise treated as an annual addition.”

    


    If there is a short Limitation Year
because of a change in the Limitation Year, the administrator will multiply the
$40,000 limitation (or larger limitation) by the following fraction: number of
months in the short Limitation Year divided by twelve (12).”

    


    5.           Section
5.04 of the Plan is amended and revised by the addition of the following
sentence to the end of the first paragraph of Section 5.04:


    
      
         


      

      
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    “No
Participant shall be permitted to have Elective Deferrals made under this Plan,
or any other qualified plan maintained by the Employer during any taxable year,
in excess of the dollar limitation contained in Section 402(g) of the Code in
effect for such taxable year, except to the extent permitted by this Section
5.04 and Section 414(v) of the Code, if applicable.”

    


    6.           Section
5.04 is amended and revised by the addition of the following paragraph to the
end of the Section:

    


    “Effective
January 1, 2002, all Employees who are eligible to make Elective Deferrals under
this Plan and who have attained age 50 before the close of the calendar year
shall be eligible to make catch-up contributions in accordance with, and subject
to the limitations of, Section 414(v) of the Code. Such catch-up contributions
shall not be taken into account for purposes of the provisions of the Plan
implementing the required limitations of Sections 402(g) and 415 of the Code.
The Plan shall not be treated as failing to satisfy the provisions of the Plan
implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416 of the Code, as applicable, by reason of the making of such
catch-up contributions.”

    


    7.           Section
4.02 of the Plan is amended by the addition of the following sentence to the end
of the first paragraph of Section 4.02:

    


    “Provided,
further, that such Matching Contributions shall not be made on Elective
Deferrals that constitute catch-up contributions permitted by section 414(v) of
the Code.”

    


    8.           Section
8.01(c) of the Plan is amended as set forth below in order to change the
Matching Contribution Vesting Schedule:

    


    “Vesting schedule.
Effective for Plan Years beginning after December 31, 2001, a Participant’s
accrued benefit derived from Employer Matching Contributions shall vest as
provided by the Employer below and shall apply to all Participants with accrued
benefits derived from Employer Matching Contributions.

    


    Vesting
Schedule for Employer Matching Contributions:

    


    x Option 1.
A Participant’s accrued benefit derived from Employer Matching Contributions
shall be fully and immediately vested.

    


    o Option 2. A
Participant’s accrued benefit derived from Employer Matching Contributions shall
be nonforfeitable upon the Participant’s completion of three years of vesting
service.


    
      
         


      

      
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    o Option 3.  A
Participant’s accrued benefit derived from Employer Matching Contributions shall
vest according to the following schedule:

    


    
      
        
          
            
              	
                      Years of vesting service

                    	 	
                      Nonforfeitable
percentage

                    
	
                      2

                    	 	
                      20%

                    
	
                      3

                    	 	
                      40%

                    
	
                      4

                    	 	
                      60%

                    
	
                      5

                    	 	
                      80%

                    
	
                      6

                    	 	
                      100%.”

                    


            

          

        

      

    

    


    9.           Section
9.10(b)(ii) is amended by the addition of the following to the end of Section
9.01(b)(ii):

    


    “provided,
however, that notwithstanding the preceding portion of this clause (b)(ii), a
Participant who receives a distribution of Elective Deferrals after December 31,
2001, on account of hardship shall be prohibited from making Elective Deferrals
and Employee After-Tax Contributions under this and all other plans of the
employer for 6 months after receipt of the distribution. A Participant who
receives a distribution of Elective Deferrals in calendar year 2001 on account
of hardship shall be prohibited from making Elective Deferrals and Employee
contributions under this and all other plans of the Employer for 12 months after
receipt of the distribution.”

    


    10.           Section
5.01(c) is amended by the addition of the following paragraph to the end of
Section 5.01(c).

    


    “Effective
for hardship distributions made after December 31, 2001, the Contribution
Agreement suspension period of 12 months as set forth above is changed to 6
months.”

    


    11.           Section
9.11(b)(iv) is amended by the addition of the following sentence to the end of
Section 9.11(b)(iv):

    


    “Effective
for calendar years beginning on or after January 1, 2002, this Section
9.11(b)(iv) is deleted.”

    


    12.           Section
9.01 of the Plan is amended and revised by the addition of the following to the
end of the second paragraph of Section 9.01:


    
      
         


      

      
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    “The
Employer elects to exclude Rollover contributions in determining the value of
the Participant’s nonforfeitable Account balance for purposes of the Plan’s
involuntary cash out rules. The value of a Participant’s nonforfeitable Account
balance shall be determined without regard to that portion of the Account
balance that is attributable to Rollover contributions (and earnings allocable
thereto) within the meaning of Sections 402(c), 403(a)(4), 403(b)(8),
408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the value of the Participant’s
nonforfeitable Account balance as so determined is $5,000 or less, the Plan
shall immediately distribute the Participant’s entire nonforfeitable Account
balance. The preceding three sentences, which deal with the exclusion of
rollover contributions in the determination of the value of the Account balance,
shall apply with respect to distributions made after December 31, 2001, with
respect to Participants who separated from service after December 31,
2001.”

    


    13.           Section
11.05 is amended by the addition of the following paragraphs to the end of the
Section:

    


    “(d)           Effective date. This
Section shall apply to distributions made after December 31, 2001.

    


    Modification of definition
of Eligible Retirement Plan. For purposes of the direct rollover
provisions in this Section 11.05, an Eligible Retirement Plan shall also mean an
annuity contract described in Section 403(b) of the Code and an eligible plan
under Section 457(b) of the Code which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state or political
subdivision of a state and which agrees to separately account for amounts
transferred into such plan from this Plan. The definition of Eligible Retirement
Plan shall also apply in the case of a distribution to a surviving Spouse, or to
a Spouse or former Spouse who is the alternate payee under a Qualified Domestic
Relation Order, as defined in Section 414(p) of the Code.

    


    Modification of definition
of Eligible Rollover Distribution to exclude hardship distributions. For
purposes of the direct rollover provisions in this Section 11.05, any amount
that is distributed on account of hardship shall not be an Eligible Rollover
Distribution and the Distributee may not elect to have any portion of such a
distribution paid directly to an Eligible Retirement Plan.

    


    14.           Section
11.05 is further amended as provided below by the addition of the following to
the end of Section 11.05:


    
      
         


      

      
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    “In
addition to, and subject to, the foregoing terms and conditions (with the
exception of those provisions regarding the acceptance of rollover contributions
from conduit individual retirement accounts), effective January 1, 2002, the
Plan will accept Participant rollover contributions and/or direct rollovers of
distributions made after December 31, 2001, from the types of plans specified
below.

    


    Direct
Rollovers:

    


    The Plan
will accept a direct rollover of an Eligible Rollover Distribution
from:

     

    x           a
qualified plan described in Section 401(a) or 403(a) of the Code.

    


    x           an
annuity contract described in Section 403(b) of the Code.

    


    x           an
eligible plan under Section 457(b) of the Code which is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state.

    


    Employee Rollover
Contributions from Other Plans:

    


    The Plan
will accept an Employee contribution of an Eligible Rollover Distribution
from:

    


    x           a
qualified plan described in Section 401(a) or 403(a) of the Code.

    


    x           an
annuity contract described in Section 403(b) of the Code.

    


    x           an
eligible plan under Section 457(b) of the Code which is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state.

     

    Participant Rollover
Contributions from IRAs:

     

    The Plan
will accept an Employee rollover contribution of the portion of a distribution
from an individual retirement account or annuity described in Section 408(a) or
408(b) of the Code that is eligible to be rolled over and would otherwise be
includible in gross income.

    


    Notwithstanding
any of the foregoing, the Plan will not accept any portion of a rollover
contribution or a direct rollover that includes after-tax employee
contributions.


    
      
         


      

      
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    15.           Section
11.05(b) is amended in its entirety for distributions made after December 31,
2001 as set forth below:

    


    “(b)           The
amount transferred to the plan is transferred within sixty (60) days of the date
such individual received the Eligible Rollover Distribution, provided, however,
that for distributions made after December 31, 2001, the Secretary of the
Treasury may waive the 60-day rollover period if the failure to waive such
requirement would be against equity or good conscience, including cases of
casualty, disaster, or other events beyond the reasonable control of the
individual as provided under Code Sections 402(c)(3) and
408(d)(3).”

    


    16.           Section
14.08 is added to the Plan as set forth below:

    


    “Section
14.08. Modification of
Top-Heavy Rules.

    


    (a)           Effective date.
Notwithstanding any other provisions of this Article XIV, this Section 14.08
shall apply for purposes of determining whether the Plan is a Top Heavy Plan
under Section 416(g) of the Cod for Plan Years beginning after December 31,
2001, and whether the Plan satisfies the minimum benefits requirement of Section
416(c) of the Code for such years.

    


    (b)           Determination of Top-Heavy
status.

    


    (i)           Key Employee. Key
Employee means any Employee or former Employee (including any deceased Employee)
who at any time during the Plan Year that includes the Determination Date was an
officer of the Employer having annual compensation greater than $130,000 (as
adjusted under Section 416(i)(1) of the Code for Plan Years beginning after
December 31, 2002), a 5-percent owner of the Employer, or a 1-percent owner of
the Employer having annual compensation of more than $150,000. For this purpose,
annual Compensation means compensation within the meaning of Section 415(c)(3)
of the Code. The determination of who is a Key Employee will be made in
accordance with Section 416(i)(1) of the Code and the applicable regulations and
other guidance of general applicability issued thereunder.

    


    (ii)           Determination of present
values and amounts. This Section 14.08(c)(ii) shall apply for purposes of
determining the present values of accrued benefits and the amounts of Account
balances of Employees as of the Determination Date.


    
      
         


      

      
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    For
distributions during a year ending on the Determination Date, the present values
of accrued benefits and the amounts of Account balances of an Employee as of the
Determination Date shall be increased by the distributions made with respect to
the Employee under the Plan and any plan aggregated with the Plan under Section
416(g)(2) of the Code during the 1-year period ending on the Determination Date.
The preceding sentence shall also apply to distributions under a terminated plan
which, had it not be terminated, would have been aggregated with the Plan under
Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a
reason other than separation from service, death, or disability, this provision
shall be applied by substituting “5-year period” for “1-year
period.”

    


    For
Employees not performing services during a year ending on the Determination
Date, the accrued benefits and Accounts of any individual who has not performed
services for the Employer during the 1-year period ending on the Determination
Date shall not be taken into account.

    


    (c)           Minimum
benefits.

    


    (i)           Matching
contributions. Employer Matching Contributions shall be taken into
account for purposes of satisfying the minimum contribution requirements of
Section 416(c)(2) of the Code and the Plan. The preceding sentence shall apply
with respect to Matching Contributions under the Plan or, if the Plan provides
that the minimum contribution requirement shall be met in another plan, such
other plan. Employer Matching Contributions that are used to satisfy the minimum
contribution requirements shall be treated as Matching Contributions for
purposes of the Actual Contribution Percentage test and other requirements of
Section 401(m) of the Code.

    


    (ii)           Contributions under other
plans. The Employer may provide in this Plan that the minimum benefit
requirement shall be met in another plan (including another plan that consists
solely of a cash or deferred arrangement which meets the requirements of Section
401(k)(12) of the Code and Matching Contributions with respect to which the
requirements of Section 401(m)(11) of the Code are met).

    


    (iii)           Minimum benefits for
Employees also covered under another plan. The minimum benefit for
Employees also covered under another plan of the Employer shall be met in this
Plan.”


    
      
         


      

      
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     (d)           The
Top-Heavy requirements of Section 416 of the Code and Article XIV of the Plan
shall not apply in any year beginning after December 31, 2001, if the Plan
consists solely of a cash or deferred arrangement which meets the requirements
of Section 401(k)(12) of the Code and Matching Contributions with respect to
which the requirements of Section 401(m)(11) of the Code are met.”

    


    17.           Section
15.10 is amended by the addition of the following final paragraph:

    


    “Effective
for Plan loans made after December 31, 2001, Plan provisions prohibiting loans
to any Owner-Employee or Shareholder-Employee shall cease to
apply.”

    


    18.           Section
9.12 of the Plan is amended by the addition of the following paragraph to the
end of Section 9.12:

    


    “Notwithstanding
any other provision of this Plan, effective for distributions made after
December 31, 2001, a Participant’s Elective Deferrals, Qualified Employer
Contributions, and earnings attributable to these contributions shall be
distributed on account of the Participant’s severance from employment. However,
such a distribution shall be subject to the other provisions of the Plan
regarding distributions, other than provisions that require a separation from
service before such amounts may be distributed for severances from employment
occurring after December 31, 2001.”

    


    
      
        
          
            
              
                
                  	 
      	 	
                          EMPLOYER:

                        
	 
      	 	 
      
	 
      	 	
                          NEOPROBE
      CORPORATION

                        
	 
      	 	 
      	 
      
	
                          Date:4/21/2005        

                        	 	
                          By:  

                        	
                          /s/ Carl Bosch

                        
	 
      	 	 
      	
                          Vice
      President, Research & Development

                        
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	
                          TRUSTEE:

                        
	 
      	 	 
      
	 
      	 	
                          NEOPROBE
      CORPORATION

                        
	 
      	 	 
      	 
      
	
                          Date:4/21/2005        

                        	 	
                          By:

                        	
                           /s/ Brent L.
Larson

                        
	 
      	 	 
      	
                          Vice
      President, Finance and
CFO

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
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