EXHIBIT 10.3


                                    [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.



                                                  Warrant to Purchase
                                                  [--------]
                                                  Shares (subject to adjustment)
                                                  of Common Stock


                              NEOPROBE CORPORATION

                         COMMON STOCK PURCHASE WARRANT

                          Void after December 13, 2009

<PAGE>


      Neoprobe  Corporation  (the  "Company" ), a Delaware  corporation,  hereby
certifies  that  for  value  received,  [_________________]  ("___________"),  a
_______________________________, 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 and prior to 5:00 P.M.,
New York City time, on December 13, 2009 (the "Expiration Date").

      This Warrant is issued pursuant to the Securities  Purchase Agreement (the
"Purchase Agreement"),  dated as of the date hereof, among Neoprobe Corporation,
Biomedical Value Fund, L.P.,  Biomedical  Offshore Value Fund, Ltd. and David C.
Bupp, and is subject to the terms thereof. Capitalized terms used herein and not
otherwise  defined shall have the respective  meanings assigned to such terms in
the Purchase Agreement.  The Holder is entitled to the rights and subject to the
obligations contained in the Purchase Agreement relating to this Warrant and the
shares of Common Stock issuable upon exercise of this Warrant.

      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.

      "Co-Investor Warrants" shall mean all warrants, other than the Warrant, to
purchase  Common  Stock  issued  pursuant  to the  Purchase  Agreement  and  any
subsequent warrants issued pursuant to the terms of such warrants.

      "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.

      "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).

<PAGE>

      "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  Agreement" has the meaning  ascribed to such term in the second
paragraph of this Warrant.

      "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 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)


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<PAGE>

in United States currency by cash or delivery of a certified  check,  bank draft
or postal or express  money order  payable to the order of the Company,  (ii) by
assigning to the Company all or any part of the unpaid  principal  amount of the
Note held by the Holder in a principal amount equal to the Purchase Price, (iii)
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 (iv) by
cancellation of any portion of this Warrant with respect to the number of shares
of Common  Stock 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) 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) Issued  Warrant  Shares Fully Paid,  Nonassessable.  The Company
shall take all  actions  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 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.  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


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<PAGE>

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).

            (c) Issuance of Common Stock Below Current  Market Price or Purchase
Price.

                  (i) If the Company  shall,  at any time and from time to time,
after the date hereof,  directly or  indirectly,  sell or issue shares of Common
Stock (regardless of whether originally issued or from the Company's  treasury),
or  rights,   options,   warrants  or  convertible  or  exchangeable  securities
containing  the right to subscribe for or purchase  shares of Common Stock) at a
price per share of Common  Stock  (determined,  in the case of rights,  options,
warrants or convertible or exchangeable securities (collectively, "Securities"),
by dividing (x) the total consideration received or receivable by the Company in
consideration  of the  sale or  issuance  of such  Securities,  plus  the  total
consideration  payable to the Company upon  exercise or  conversion  or exchange
thereof, by (y)


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<PAGE>

the total number of shares of Common Stock covered by such Securities)  which is
lower  than the  Purchase  Price in  effect  immediately  prior to such  sale or
issuance,  then, subject to clause 3(d)(ii), (A) if such sale or issuance occurs
on or prior to December  13, 2006 , the  Purchase  Price shall be reduced to the
consideration received (in the case of Securities, determined as provided below)
per share of Common Stock with respect to such sale or issuance, and (B) if such
sale or issuance  occurs after  December 13, 2006,  the Purchase  Price shall be
reduced  to a price  determined  by  multiplying  the  Purchase  Price in effect
immediately prior thereto by a fraction, the numerator of which shall be the sum
of the number of shares of Common Stock  outstanding  immediately  prior to such
sale or issuance  plus the number of shares of Common Stock which the  aggregate
consideration received (in the case of Securities, determined as provided below)
for such  sale or  issuance  would  purchase  at the  Purchase  Price in  effect
immediately prior to such sale or issuance and the denominator of which shall be
the total number of shares of Common Stock  outstanding  immediately  after such
sale or issuance.  Such adjustment shall be made successively whenever such sale
or issuance is made. For the purposes of such adjustments,  the shares of Common
Stock which the holder of any such Securities shall be entitled to subscribe for
or purchase shall be deemed to be issued and  outstanding as of the date of such
sale or issuance of such  Securities  and the  consideration  "received"  by the
Company therefor shall be deemed to be the  consideration  actually  received or
receivable by the Company (plus any  underwriting  discounts or  commissions  in
connection therewith) for such Securities, plus the consideration stated in such
Securities  to be payable to the Company for the shares of Common Stock  covered
thereby.  If the  Company  shall  sell or issue  shares  of  Common  Stock for a
consideration  consisting,  in whole or in part, of property  other than cash or
its  equivalent,  then in determining  the "price per share of Common Stock" and
the  "consideration"  received  or  receivable  by or payable to the Company for
purposes of the first sentence and the  immediately  preceding  sentence of this
Subsection 3(c)(i),  the fair value of such property shall be determined in good
faith by the Board of Directors of the Company.  Except as provided  below,  the
determination  of whether  any  adjustment  is  required  under this  Subsection
3(c)(i) by reason of the sale or issuance of  Securities  and the amount of such
adjustment,  if any, shall be made only at the time of such issuance or sale and
not at the  subsequent  time of  issuance  of shares of  Common  Stock  upon the
exercise, conversion or exchange of such Securities.

                  (ii)  No  adjustment  shall  be  made  to the  Purchase  Price
pursuant to clause 3(c)(i) in connection  with the (A) issuance of shares in any
of the transactions  described in Subsections 3(a) and (b) hereof;  (B) issuance
of shares  upon  exercise  of this  Warrant  or the  Co-Investor  Warrants;  (C)
issuance of shares upon  conversion  of the 8% Series A  Convertible  Notes (the
"Convertible  Notes");  (D) issuance of shares of Common Stock upon the exercise
of  Management  Options (as defined in the Purchase  Agreement)  or the grant of
Management  Options provided that the aggregate number of shares of Common Stock
issued  and  issuable  pursuant  to  all  Management  Options  does  not  exceed
5,242,106;  (E) issuance of shares of Common Stock or rights, options,  warrants
or convertible or exchangeable  securities containing the right to subscribe for
or purchase shares of Common Stock as part of a unit in connection with an arm's
length institutional debt financing; (F) issuance of shares of Common Stock upon
the  exercise or  conversion  or rights,  options,  warrants or  convertible  or
exchangeable securities containing the right to subscribe for or purchase shares
of Common Stock  outstanding on the December 13, 2004; (G) issuance of shares of
Common  Stock or  rights,  options,  warrants  or  convertible  or  exchangeable
securities  containing  the right to subscribe for or purchase  shares of Common
Stock  in  connection   with  licenses,   assignments  or  other   transfers  of
Intellectual  Property of the Company or  Subsidiaries,  or rights  therein,  in
connection  with  cooperative  research and  development  agreements,  strategic
alliances,  or agreements providing for the manufacturing,  distribution or sale
of products or services of the Company or Subsidiaries; and (H) contributions of
Common Stock to the Company's 401(k) Plan.


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<PAGE>

                  (iii) In the event of any  change  in the  number of shares of
Common  Stock  deliverable  or any  change in the  consideration  payable to the
Company upon  exercise,  conversion  or exchange of any  Securities  (including,
without  limitation,  by  operation  of the  anti-dilution  provisions  of  such
Securities  other  than  those  anti-dilution  provisions  contained  within the
Securities  that are  substantially  similar to the  provisions  of Section 3(a)
hereof),  any  adjustment to the Purchase Price which was made upon the issuance
of such  Securities,  and any subsequent  adjustments  based  thereon,  shall be
recomputed  to  reflect  such  change,  except as  provided  below,  no  further
adjustment  shall be made for the actual issuance of Common Stock or any payment
of such  consideration  upon the  exercise,  conversion  or exchange of any such
Securities.   The  Company  shall  make  all  necessary  adjustments  (including
successive  adjustments  if required) to the Purchase  Price in accordance  with
Section 3. Upon the expiration or termination of the right to exercise,  convert
or exchange any Securities,  any adjustment to the Purchase Price which was made
upon the  issuance of such  Securities,  and any  subsequent  adjustments  based
thereon,  shall be  recomputed  to reflect  the  issuance  of only the number of
shares of Common Stock actually issued upon the exercise, conversion or exchange
of such Securities and the actual consideration received therefor (as determined
in this Section 3).

            (d)  Determination  of Current Market Price.  For the purpose of any
computation  under  Subsections  (b) or  (c)  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 [Great Point Partners,  LLC] [David C. Bupp],
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 [Great  Point  Partners,  LLC]  [David C. Bupp],
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.


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<PAGE>

            (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), (b) and (c),  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.

            (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), (b) or (c), 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.


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<PAGE>

      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. 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.


                                       9
<PAGE>

      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.

      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.


                                       10
<PAGE>


            (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.

      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 the manner  provided in Section  11.4 of the
Purchase Agreement, 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 as specified in Section 11.2 of the Purchase
Agreement  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.


                                       11
<PAGE>


      14. Company Call.

            (a) The Company shall have the right  exercisable  at any time,  and
from time to time, to repurchase,  subject to the terms and  conditions  hereof,
from the Holder  all,  but not less than all,  of this  Warrant at the  purchase
price  determined  below,  provided that the average Closing Prices per share of
Common Stock for the 30  consecutive  trading days ending 15 trading days before
the date the Call Notice (as defined in the next sentence) is given, is at least
$1.50 per share (subject to adjustment as set forth in Section 14(c) below) (the
"Target  Price").  Such right shall be exercisable by the Company by delivery of
written  notice (a "Call  Notice")  to the  Holder  (and to all  holders  of the
Co-Investor Warrants), specifying the date on which such repurchase shall occur,
which date shall not be less than thirty (30) days nor more than sixty (60) days
after the date of the Call  Notice.  The  purchase  price under this  Section 14
shall be determined by multiplying (a) $0.46 (subject to adjustment  pursuant to
Section  14(c) below) (the "Call  Price") by (b) the number of Issuable  Warrant
Shares at the time issuable  upon the exercise of this Warrant.  The Call Notice
shall (i) designate  the date of  repurchase in accordance  with this Section 14
(the  "Repurchase  Date") and (ii) state that the right to exercise  the Warrant
shall  terminate at 5:00 p.m. New York City time on the business day immediately
preceding the Repurchase Date.

            (b) Any right to exercise  this Warrant  shall  terminate at 5:00 pm
New York City time on the  business day  immediately  preceding  the  Repurchase
Date. On and after the Repurchase  Date, the Holder shall have no further rights
except to receive upon  delivery of this  Warrant,  the amounts  provided for in
this Warrant.

            (c) The Target  Price and the Call Price  shall be  adjusted  in the
same manner as the Purchase Price pursuant to Section 3(a) above.

      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  AGREEMENT  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  CORPORATIONS 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:
                                        Title:



                                       12
<PAGE>

                                                             Exhibit A to Common
                                                          Stock Purchase Warrant
                                                          ----------------------


                                    [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 assignment to the Company
pursuant  to  Section  2(b)(ii)  of  the  Warrant  of  $_____________  aggregate
principal  amount of  Convertible  Note (as defined in the Warrant)] [or] [makes
payment therefore by surrendering  pursuant to Section 2(b)(iii) _____ shares of
Common  Stock of the  Company]  [or] [makes  payment  therefor  by  cancellation
pursuant  to  Section  2(b)(iv)  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
                                                          ----------------------


                              [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 HOLDER1]
      ----------------------


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


------------------

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