EXHIBIT 10.2

                                 [FORM OF NOTE]

                  THIS NOTE HAS 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

                              NEOPROBE CORPORATION

                     8% SERIES A CONVERTIBLE PROMISSORY NOTE
                              DUE DECEMBER 12, 2008

$
 ------------

                                                               December 13, 2004

      FOR VALUE RECEIVED,  the  undersigned,  NEOPROBE  CORPORATION,  a Delaware
corporation  (the   "BORROWER"),   hereby  promises  to  pay  to  the  order  of
_________________  ("__________"),  a ______________,  or its registered assigns
(the  "HOLDER"),  the  principal  sum  of   __________________________   DOLLARS
($____________)  on  December  12, 2008 (the  "MATURITY  DATE"),  with  interest
thereon from time to time as provided herein.

      1. PURCHASE  AGREEMENT.  This Convertible  Promissory Note (the "NOTE") is
issued by the Borrower, on the date hereof,  pursuant to the Securities Purchase
Agreement (the "PURCHASE AGREEMENT"), dated as of December 13, 2004 by and among
the Borrower,  Biomedical Value Fund, L.P., Biomedical Offshore Value Fund, Ltd.
and David C. Bupp, and is subject to the terms thereof. This Note, together with
all  other  promissory  notes  issued  under  the  Purchase  Agreement,  and all
promissory  notes  issued  pursuant  to  paragraph  12  hereof  or  thereof  are
hereinafter  referred to as the "NOTES." The  obligations of Borrower under this
Note are secured pursuant to a Security Agreement dated December 13, 2004 by and
among the Borrower, Biomedical Value Fund, L.P., Biomedical Offshore Value Fund,
Ltd. and David C. Bupp.  The Holder is entitled to the benefits of this Note and
the Purchase  Agreement,  as it relates to the Note and the Security  Agreement,
and may enforce the agreements of the Borrower  contained herein and therein and
exercise the remedies provided for hereby and thereby or otherwise  available in
respect hereto and thereto. Capitalized terms used herein without definition are
used herein with the meanings ascribed to such terms in the Purchase Agreement.

<PAGE>

      2.    INTEREST.

            (a)   BASIC INTEREST.

                  (i) The  Borrower  promises to pay  interest on the  principal
      amount of this Note at the rate of 8% per annum.  The  Borrower  shall pay
      accrued  interest  quarterly  on each March 31, June 30,  September 30 and
      December 31 of each year or, if any such date shall not be a Business Day,
      on the next  succeeding  Business  Day to occur after such date (each date
      upon which  interest  shall be so payable,  an "INTEREST  PAYMENT  DATE"),
      beginning  on December  31,  2004.  Interest on this Note shall be paid by
      wire  transfer  of  immediately  available  funds to an  account at a bank
      designated  in writing by the Holder.  In the absence of any such  written
      designation,  any such Interest payment shall be deemed made on the date a
      check in the applicable  amount payable to the order of Holder is received
      by the  Holder  at its  last  address  as  reflected  in  Borrower's  note
      register;  if no such address appears,  then to such Holder in care of the
      last address in such note register of any predecessor  holder of this Note
      (or its  predecessor).  Interest  on  this  Note  shall  accrue  from  and
      including  the  date  of  issuance  through  and  until  repayment  of the
      principal  and payment of all accrued  interest  in full.  Interest  shall
      accrue and be  computed  on the basis of a 360-day  year of twelve  30-day
      months.

                  (ii) The foregoing to the contrary  notwithstanding,  interest
      payable on any  Interest  Payment  Date may, at  Borrower's  election,  be
      accrued and not paid by the Borrower on such Interest Payment Date and the
      aggregate of such amount so accrued  shall be added to the  principal  sum
      hereof  on  such  Interest  Payment  Date  as  additional  principal  (the
      "ADDITIONAL  PRINCIPAL")  to be paid in accordance  with the provisions of
      Section  3  hereinbelow.  Interest  shall  accrue  and be  payable  on the
      outstanding balance of the Additional  Principal as set forth in the first
      sentence of this Section 2(a)(i).

            (b)  DEFAULT  RATE OF  INTEREST.  Except  with  respect to  interest
accruing  pursuant to Section  2(a)(ii),  but  subject to  applicable  law,  any
overdue  principal  of and overdue  interest  on this Note shall bear  interest,
payable on demand in  immediately  available  funds,  for each day from the date
payment  thereof was due to the date of actual  payment,  at a rate equal to the
rate of interest  otherwise  in effect  pursuant  to the first  sentence of this
Section 2 plus 2% per annum,  and, upon and during the occurrence of an Event of
Default (as hereinafter defined),  this Note shall bear interest,  from the date
of the  occurrence of such Event of Default until such Event of Default is cured
or waived,  payable on demand in immediately available funds, at a rate equal to
the rate of interest  otherwise in effect pursuant to the first sentence of this
Section 2 plus 2% per annum.  Subject to applicable law, any interest that shall
accrue on overdue  interest on this Note as provided in the  preceding  sentence
and shall not have been paid in full on or before the next Interest Payment Date
to occur after the Interest  Payment Date on which the overdue  interest  became
due and payable  shall  itself be deemed to be overdue  interest on this Note to
which the preceding sentence shall apply.


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<PAGE>

            (c) NO  USURIOUS  INTEREST.  In the  event  that any  interest  rate
provided for herein shall be determined to be unlawful, such interest rate shall
be computed at the highest rate permitted by applicable  law. Any payment by the
Borrower  of any  interest  amount in excess of that  permitted  by law shall be
considered  a mistake,  with the excess being  applied to the  principal of this
Note  without  prepayment  premium or penalty;  if no such  principal  amount is
outstanding, such excess shall be returned to Borrower.

      3. PRINCIPAL  PAYMENT.  The principal  amount of this Note,  including any
Additional  Principal (such total amount, the "TOTAL PRINCIPAL AMOUNT") shall be
due and payable on the Maturity Date.

      4. OPTIONAL PREPAYMENT. This Note may not be prepaid in whole or in part.

      5.  AMENDMENT.  Any  amendment,  supplement or  modification  of or to any
provision  of this Note,  any  waiver of any  provision  of this  Note,  and any
consent to any  departure  by any party from the terms of any  provision of this
Note,  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.

      6. DEFAULTS AND REMEDIES.

            (a)   EVENTS OF DEFAULT. An "Event of Default" shall occur if:

                  (i) the Borrower shall default in the payment of the principal
            of this  Note,  when and as the same shall  become due and  payable,
            whether  at  maturity  or  at a  date  fixed  for  prepayment  or by
            acceleration or otherwise; or

                  (ii)  the  Borrower  shall  default  in  the  payment  of  any
            installment  of interest on this Note  according to its terms,  when
            and as the same shall become due and payable and such default  shall
            continue for a period of 5 business days; or

                  (iii) the  Borrower  shall  default in the due  observance  or
            performance of any covenant to be observed or performed  pursuant to
            Article 9 of the Purchase Agreement; or

                  (iv) the Borrower or any of its subsidiaries  shall default in
            the due observance or performance of any other  covenant,  condition
            or agreement on the part of the Borrower or any of its  subsidiaries
            to be observed or performed pursuant to the terms hereof or pursuant
            to the terms of the  Purchase  Agreement  or any of the  Transaction
            Documents  (other  than those  referred to in clauses  (i),  (ii) or
            (iii) of this Section 6(a)),  and such default shall continue for 30
            days after the  earliest  of (A) the date the  Borrower  is required
            pursuant to the  Transaction  Documents  or otherwise to give notice
            thereof to the Holder (whether or not such notice is actually given)
            or (B) the date of written notice  thereof,  specifying such default
            and, if such default is capable of being  remedied,  requesting that
            the same be  remedied,  shall have been given to the Borrower by the
            Holder; or


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<PAGE>

                  (v) any  representation,  warranty or certification made by or
            on behalf of the Borrower or any of its subsidiaries in the Purchase
            Agreement,   this  Note,  the   Transaction   Documents  or  in  any
            certificate or other document  delivered  pursuant hereto or thereto
            shall have been incorrect in any material respect when made; or

                  (vi) any event or  condition  shall occur that  results in (A)
            the acceleration of the maturity of any Indebtedness of the Borrower
            or any of its subsidiaries,  or (B) a default of any Indebtedness of
            the Borrower or any of its subsidiaries,  which continues beyond any
            applicable  period  of cure and which  would  permit  the  holder to
            accelerate  (automatically  or upon  notice  and  declaration)  such
            Indebtedness,  in  either  case in a  principal  amount  aggregating
            $100,000 or more; or

                  (vii) any uninsured damage to or loss, theft or destruction of
            any assets of the  Borrower or any of its  subsidiaries  shall occur
            that is in excess of $150,000; or

                  (viii) an  involuntary  proceeding  shall be  commenced  or an
            involuntary  petition  shall  be  filed  in  a  court  of  competent
            jurisdiction seeking (a) relief in respect of the Borrower or any of
            its  subsidiaries,  or of a  substantial  part  of its  property  or
            assets, under Title 11 of the United States Code, as now constituted
            or  hereafter  amended,  or any other  Federal or state  bankruptcy,
            insolvency,  receivership  or similar law, (b) the  appointment of a
            receiver, trustee, custodian,  sequestrator,  conservator or similar
            official  for  the  Borrower  or any of its  subsidiaries,  or for a
            substantial part of its property or assets, or (c) the winding up or
            liquidation  of the  Borrower or any of its  subsidiaries;  and such
            proceeding or petition shall continue undismissed for 60 days, or an
            order or decree  approving or ordering any of the foregoing shall be
            entered; or

                  (ix)  the  Borrower  or  any  of its  subsidiaries  shall  (a)
            voluntarily  commence any  proceeding  or file any petition  seeking
            relief under Title 11 of the United States Code, as now  constituted
            or  hereafter  amended,  or any other  Federal or state  bankruptcy,
            insolvency,   receivership  or  similar  law,  (b)  consent  to  the
            institution  of,  or fail to  contest  in a timely  and  appropriate
            manner,  any  proceeding or the filing of any petition  described in
            paragraph  (viii) of this Section 6(a),  (c) apply for or consent to
            the  appointment of a receiver,  trustee,  custodian,  sequestrator,
            conservator  or  similar  official  for the  Borrower  or any of its
            subsidiaries, or for a substantial part of their property or assets,
            (d) file an answer admitting the material  allegations of a petition
            filed  against  it in  any  such  proceeding,  (e)  make  a  general
            assignment for the benefit of creditors, (f) become unable, admit in
            writing its  inability  or fail  generally  to pay its debts as they
            become due or (g) take any action for the purpose of  effecting  any
            of the foregoing; or

                  (x) one or more  judgments  for the  payment  of  money  in an
            aggregate amount in excess of $150,000 (to the extent not covered by
            insurance)  shall be  rendered  against  the  Borrower or any of its
            subsidiaries and the same shall remain  undischarged for a period of
            30 consecutive  days during which execution shall not be effectively
            stayed,  or any action shall be legally taken by a judgment creditor
            to levy upon  assets or  properties  of the  Borrower  or any of its
            subsidiaries to enforce any such judgment.


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<PAGE>

            (b)  ACCELERATION.  If an  Event of  Default  occurs  under  Section
6(a)(viii) or (ix), then the outstanding  principal of and all accrued  interest
on this Note shall  automatically  become  immediately due and payable,  without
presentment,  demand,  protest  or notice of any kind,  all of which are  hereby
expressly  waived.  If any other Event of Default  occurs and is continuing  the
Holder,  by written  notice to the  Borrower,  may declare the  principal of and
accrued  interest  on this Note to be  immediately  due and  payable.  Upon such
declaration,  such  principal  and  interest  shall become  immediately  due and
payable.  The Holder may rescind an  acceleration  and its  consequences  if all
existing Events of Default,  except nonpayment of principal or interest that has
become due solely because of the acceleration,  have been cured or waived and if
the  rescission  would not conflict  with any judgment or decree.  Any notice or
rescission shall be given in the manner specified in Section 15.

      7.    CONVERSION.

            (a)   HOLDER'S RIGHT TO CONVERT.

                  (i) The principal amount of this Note shall be convertible, at
            the  option of the  Holder,  at any time,  or from time to time,  in
            whole or in part,  into that  number of shares of the  Common  Stock
            $.001 par value per share (the "COMMON STOCK"), equal to a fraction,
            the  numerator  of  which  is  the  amount  of the  principal  to be
            converted  and the  denominator  of which is  $0.40 as  adjusted  as
            provided below (as so adjusted, the "CONVERSION PRICE").

                  (ii) The option to convert  into shares of Common  Stock shall
            be  exercised  by  the  Holder  (A)  giving  written  notice  to the
            Borrower,  at its  principal  corporate  office,  of the election to
            convert the same and shall state  therein the name or names in which
            the certificate or certificates  for shares of Common Stock issuable
            upon conversion are to be issued and (B) surrendering  this Note for
            such  purpose to the  Borrower,  at any place where the  Corporation
            shall maintain a transfer agent for its Common Stock,  duly endorsed
            in blank or  accompanied by proper  instruments of transfer.  At the
            time of the surrender referred to in clause (B) above, the Person in
            whose  name any  certificate  for  shares of Common  Stock  shall be
            issuable  upon such  conversion  shall be deemed to be the holder of
            record of such shares of Common Stock on such date,  notwithstanding
            that the share register of the Borrower shall then be closed or that
            the  certificates  representing  such Common Stock shall not then be
            actually delivered to such Person.


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<PAGE>

            (b)   CERTAIN EVENTS.

                  (i) In case at any time prior to the  conversion or payment of
            all of the principal of this Note:

                        (A) the Borrower shall authorize the granting to all the
                  holders of Common Stock of the Borrower of rights to subscribe
                  for or  purchase  any  shares  of stock of any class or of any
                  other rights; or

                        (B) there  shall be any  reclassification  of the Common
                  Stock of the Borrower(other  than a subdivision or combination
                  of its outstanding Common Stock); or

                        (C) there  shall be any  capital  reorganization  by the
                  Borrower; or

                        (D)  there   shall  be  an   Organic   Transaction   (as
                  hereinafter defined); or

                        (E) there shall be voluntary or involuntary dissolution,
                  liquidation  and  winding up by the  Borrower  or  dividend or
                  distribution to holders of Common Stock;

            then in any one or more of said cases,  the Borrower  shall cause to
            be delivered to the Holder,  at the earliest  practicable time (and,
            in any event,  not less than 15 days  before any record  date or the
            date set for definitive action), written notice of the date on which
            the books of the Borrower shall close or a record shall be taken for
            such  dividend,   distribution  or   subscription   rights  or  such
            reorganization,    sale,   consolidation,    merger,    dissolution,
            liquidation or winding up or other  transaction shall take place, as
            the case may be.  Such  notice  shall  also set forth  such facts as
            shall  indicate the effect of such action (to the extent such effect
            may be known at the date of such  notice)  on the  Conversion  Price
            relating to the  conversion  of the Notes into Common  Stock and the
            kind and  amount of the  shares of stock  and other  securities  and
            property deliverable upon conversion of the Notes. Such notice shall
            also specify the date,  if known,  as of which the holders of record
            of the Common Stock shall participate in said dividend, distribution
            or subscription rights or shall be entitled to exchange their shares
            of the Common  Stock for  securities  or other  property  (including
            cash)  deliverable upon such  reorganization,  sale,  consolidation,
            merger, dissolution, liquidation or winding up or other transaction,
            as the case may be. Anything herein to the contrary notwithstanding,
            the  Holder may give a notice of  conversion  of all or a portion of
            the  Note  as  contemplated  in  Section  7(a)(ii),   which  may  be
            conditioned  upon the actual  occurrence  of the event  which is the
            subject of the notice, it being the intention of Borrower and Holder
            that  Holder  shall be  entitled  to  obtain  the  benefits  of such
            conversion if such event actually  occurs,  but shall be entitled to
            retain  this Note in full at its option if such event does not occur
            for any reason,  and the  Borrower  agrees to take all such  action,
            including  issuing a new Note in order to assure to the  Holder  the
            benefits contemplated by this Section 7(b).


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<PAGE>

                  (ii) For purposes hereof, the term "ORGANIC TRANSACTION" means
            (A)  the  sale,  lease,  exchange,  transfer  or  other  disposition
            (including,   without  limitation,   by  merger,   consolidation  or
            otherwise) of assets  constituting all or  substantially  all of the
            assets of the Borrower and its subsidiaries,  taken as a whole, to a
            Person or group of Persons,  (B) any merger,  consolidation or other
            business combination or refinancing or recapitalization that results
            in the holders of the issued and  outstanding  voting  securities of
            the  Borrower  immediately  prior to such  transaction  beneficially
            owning or controlling less than a majority of the voting  securities
            of the  continuing or surviving  entity  immediately  following such
            transaction  or (C) any Person or Persons  acting  together or which
            would  constitute a "group" for the purposes of Section 13(d) of the
            Exchange Act,  together or with any Affiliates  thereof,  other than
            any of the holders of the Common Stock,  the holders of the Series A
            Preferred  Stock, as of the date of this Note as originally  issued,
            and their respective Affiliates,  beneficially owning (as defined in
            Rule  13d-3  of  the  Exchange  Act)  or  controlling,  directly  or
            indirectly, at least 50% of the total voting power of all classes of
            capital  stock  entitled  to  vote  generally  in  the  election  of
            directors of the Borrower.

      (c)   COMPANY RIGHT TO CONVERT.

                  (i) The  principal  amount of this  Note and all  other  Notes
            shall be convertible,  at the option of the Company,  by delivery of
            written  notice (a "FORCED  CONVERSION  NOTICE") to the persons then
            registered as the Holder of this Note and Holders of all other Notes
            stating  that the Borrower is  exercising  its right to convert all,
            and not less than all, of the Notes into shares of Common Stock, the
            number of shares of Common Stock issuable upon such conversion,  and
            instructions   for   tendering   this  Note  and   receiving   stock
            certificates  representing  the shares of Common Stock issuable upon
            such conversion, provided that the Forced Conversion Notice may only
            be given  if and at such  time as each of the  following  conditions
            shall have been satisfied:

                        (A) The arithmetic  weighted  average trading prices for
                  the ten consecutive trading days ending on the day immediately
                  prior to the date the Forced Conversion Notice, as reported by
                  Bloomberg,  L.P.  using the VAP function,  is given is greater
                  than $1.00 per share.

                        (B)  The  average  daily  trading  volume   reported  by
                  Bloomberg,  L.P. for the 30 consecutive trading days ending on
                  the day  immediately  prior to the date the Forced  Conversion
                  Notice is given is greater than 500,000 shares.


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<PAGE>

                        (C) The shares of Common Stock of the Company shall have
                  been  admitted  for  trading  on  either  the  American  Stock
                  Exchange or Nasdaq Stock Market.

                        (D) Either (A) a corporate  partnership  satisfactory to
                  the holders of the Notes shall have been  reached with RIGScan
                  CR or (B) Lymphoseek shall have been approved by the U.S. Food
                  and Drug Administration.

                  (ii)  Upon the  giving  of the  Forced  Conversion  Notice  in
            accordance herewith, the registered Holder shall be deemed to be the
            holder of  record  of the  shares  of  Common  Stock  issuable  upon
            conversion  of this Note the  thereafter  the  Holder  shall have no
            rights  under this Note  (including  rights to receive  payments  of
            principal  and  interest  hereunder)  except  the right to receive a
            certificate  representing such shares upon surrender of this Note in
            accordance with the instructions set forth in the Forced  Conversion
            Notice.

            (d) ADJUSTMENT OF CONVERSION  PRICE.  The Conversion  Price shall be
adjusted  from time to time in the following  manner upon the  occurrence of the
following events:

                  (i) Dividend, Subdivision,  Combination or Reclassification of
            Common  Stock.  If the  Company  shall,  at any time or from time to
            time,  (A) declare a dividend on the Common Stock  payable in shares
            of its capital stock  (including  Common  Stock),  (B) subdivide the
            outstanding  Common  Stock into a larger  number of shares of Common
            Stock,  (C)  combine  the  outstanding  Common  Stock into a smaller
            number of shares of its Common Stock, or (D) 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  Conversion  Price in effect at the time of the
            record  date  for such  dividend  or of the  effective  date of such
            subdivision,  combination or  reclassification  shall be adjusted so
            that the Holder of this Note upon  conversion  after such date shall
            be entitled to receive  the  aggregate  number and kind of shares of
            capital  stock which,  if this Note had been  converted  immediately
            prior  to  such  date,  such  holder  would  have  owned  upon  such
            conversion  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  Conversion  Price shall
            again be adjusted to be the Conversion 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 7(d)
            from and after such record date).


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<PAGE>

                  (ii) 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 7(d)(i)) or subscription rights, options or
            warrants,  then the  Conversion  Price shall be reduced to the price
            determined by multiplying the Conversion 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  Conversion  Price shall be
            adjusted to the Conversion 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).

                  (iii)  Issuance of Common Stock Below Current  Market Price or
            Conversion Price.

                        (A) 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) the total number of
                  shares of Common Stock  covered by such  Securities)  which is
                  lower than the Conversion Price in effect immediately


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<PAGE>

                  prior  to such  sale or  issuance,  then,  subject  to  clause
                  7(d)(iii)(B),  (A) if such sale or issuance occurs on or prior
                  to December 13, 2006, the Conversion 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 Conversion  Price
                  shall be  reduced to a price  determined  by  multiplying  the
                  Conversion  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
                  7(d)(iii)(A),  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
                  7(d)(iii)(A)  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.

                        (B) No adjustment  shall be made to the Conversion Price
                  pursuant to clause  7(d)(iii)(A)  in  connection  with the (I)
                  issuance  of shares in any of the  transactions  described  in
                  Subsections  7(d)(i) and  7(d)(ii)  hereof;  (II)  issuance of
                  shares upon exercise of the Warrants; (III) issuance of shares
                  upon  conversion  of the  Notes;  (IV)  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 December 13,
                  2004;


                                       10
<PAGE>

                  (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.

                        (C) 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
                  7(d)(i) hereof),  any adjustment to the Conversion 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 Conversion Price in accordance
                  with Section 7(d).  Upon the  expiration or termination of the
                  right to  exercise,  convert or exchange any  Securities,  any
                  adjustment  to the  Conversion  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 7(d)).

                  (iv) Determination of Current Market Price. For the purpose of
            any computation under Subsections 7(d)(ii) or 7(d)(iii) or any other
            provision  of this Note,  (A) the Current  Market Price per share of
            Common  Stock on any date  shall be deemed to be the  average of the
            daily  Closing  Prices (as defined  below) per share of Common Stock
            for the 10  consecutive  trading  days  commencing  15 trading  days
            before such date,  and --- (B)  "Closing  Price"  shall  mean,  with
            respect  to each  share of Common  Stock  for any day,  (I) 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 (II) 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 Stock Market
            or  OTCBB or a  similar  service  if  Nasdaq  or OTCBB is no  longer
            reporting such information. If on any such date the shares of Common
            Stock are not listed or


                                       11
<PAGE>

            admitted for trading on any national  securities  exchange or quoted
            by the Nasdaq Stock  Market,  OTCBB 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.

                  (v) De Minimis Adjustments.  No adjustment shall be made under
            this Section 7(d) if the amount of such adjustment would result in a
            change in the Conversion Price 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   Subsection7(d)(v),   any  adjustment  postponed
            pursuant to this Subsection  7(d)(v) shall be made no later than the
            earlier  of the  Maturity  Date or the  date on  which  the  Note is
            converted.

                  (vi)  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 conversion of this Note
            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


                                       12
<PAGE>

            reorganization,  reclassification,  consolidation,  merger,  sale or
            conveyance, in respect of that number of shares of Common Stock then
            deliverable  upon the  conversion of this Note if this Note 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
            Conversion  Price)  shall  thereafter  be  applicable,  as nearly as
            reasonably  may be  practicable,  in relation to any  securities  or
            other assets thereafter deliverable upon conversion of this Note.

                  (vii)  Certificate as to Adjustments.  Whenever the Conversion
            Price  shall be  adjusted  pursuant to the  provisions  hereof,  the
            Company shall promptly give written notice thereof to the Holder, in
            accordance  with Section 15, 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
            Conversion  Price, 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.

                  (viii)  Fractional   Shares.   Notwithstanding  an  adjustment
            pursuant to Section 7(d) in the Conversion  Price, the Company shall
            not be required to issue fractions of shares upon conversion of this
            Note 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 conversion of this Note 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 Conversion Date and the Conversion Price.

            (e) NOTICE OF PROPOSED ACTIONS. In case the Company shall propose at
any time or from time to time (i) 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),  (ii) to offer to the holders of Common Stock rights or Notes to
subscribe for or to purchase any additional  shares of Common Stock or shares of
stock of any class or any other securities,  rights, Notes or options,  (iii) to
effect  any   reclassification   of  its  Common  Stock,   (iv)  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 Conversion  Price or the securities  issuable
upon  conversion of this Note,  (v) to effect the  liquidation,  dissolution  or
winding up of the Company, or (vi) 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 15, a written  notice of such
proposed  action,  which shall  specify (A) the record date for the  purposes of
such stock dividend, distribution of rights or Notes 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 Notes, or vote is to be determined, or (B) 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.


                                       13
<PAGE>

      8. USE OF PROCEEDS.  The Borrower  shall use the principal  amount of this
Note in accordance with the permitted uses described in the Purchase Agreement.

      9.    SUITS FOR ENFORCEMENT.

            (a) Upon the  occurrence  of any one or more Events of Default,  the
Holder of this Note may proceed to protect and enforce its rights  hereunder  by
suit in equity,  action at law or by other appropriate  proceeding,  whether for
the specific  performance of any covenant or agreement contained in the Purchase
Agreement  or this Note or in aid of the  exercise  of any power  granted in the
Purchase  Agreement or this Note,  or may proceed to enforce the payment of this
Note,  or to enforce any other legal or  equitable  right of the Holders of this
Note.

            (b) In case of any default under this Note, the Borrower will pay to
the Holder such amounts as shall be  sufficient  to cover the costs and expenses
of such Holder due to such  default,  as  provided in Article 7 of the  Purchase
Agreement.

      10.  REMEDIES  CUMULATIVE.  No remedy herein  conferred upon the Holder is
intended  to be  exclusive  of any other  remedy and each and every such  remedy
shall be  cumulative  and  shall be in  addition  to every  other  remedy  given
hereunder  or now or  hereafter  existing  at law or in equity or by  statute or
otherwise.

      11. REMEDIES NOT WAIVED. No course of dealing between the Borrower and the
Holder or any delay on the part of the Holder in exercising any rights hereunder
shall operate as a waiver of any right.

      12.   TRANSFER.

            (a) The  term  "HOLDER"  as  used  herein  shall  also  include  any
transferee of this Note whose name has been recorded by the Borrower in the Note
Register.  Each transferee of this Note acknowledges that this Note 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) The Borrower shall maintain a register (the "NOTE  REGISTER") in
its principal  offices for the purpose of registering  the Note and any transfer
or partial transfer thereof,  which register shall reflect and identify,  at all
times, the ownership of record of any interest in the Note. Upon the issuance of
this  Note,  the  Borrower  shall  record the name and  address  of the  initial
purchaser of this Note in the Note Register as the first Holder.  Upon surrender
for  registration of transfer or exchange of this Note at the principal  offices
of the Borrower, the Borrower shall, at its expense,  execute and deliver one or
more  new  Notes  of  like  tenor  registered  in the  name of the  Holder  or a
transferee or transferees.  Every Note  surrendered for registration of transfer
or exchange shall be duly endorsed,  or be accompanied by written  instrument of
transfer duly executed by the Holder of such Note or such holder's attorney duly
authorized in writing.


                                       14
<PAGE>

            (c) This Note may be transferred  or assigned,  in whole or in part,
by the Holder at any time.

      13.  REPLACEMENT OF NOTE. On receipt by the Borrower of an affidavit of an
authorized  representative  of the Holder stating the circumstances of the loss,
theft,  destruction  or  mutilation  of this  Note  (and in the case of any such
mutilation,  on surrender and cancellation of such Note),  the Borrower,  at its
expense,  will promptly execute and deliver, in lieu thereof, a new Note of like
tenor.  If  required  by  the  Borrower,  such  Holder  must  provide  indemnity
sufficient  in the  reasonable  judgment of the Borrower to protect the Borrower
from any loss  which  they may  suffer if a lost,  stolen or  destroyed  Note is
replaced.

      14.   COVENANTS   BIND   SUCCESSORS   AND  ASSIGNS.   All  the  covenants,
stipulations,  promises and agreements in this Note contained by or on behalf of
the Borrower shall bind its successors and assigns, whether so expressed or not.

      15. NOTICES. All notices, demands and other communications provided for or
permitted  hereunder  shall be made in  writing  and shall be by  registered  or
certified  first-class mail, return receipt requested,  telecopier (with receipt
confirmed),  courier service or personal delivery at the addresses  specified in
Section 11.2 of the  Purchase  Agreement.  All such  notices and  communications
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;  if mailed,  five Business  Days after being  deposited in the
mail, postage prepaid; or if telecopied, when receipt is acknowledged.

      16. GOVERNING LAW. THIS NOTE 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 THE STATE OF DELAWARE SHALL
APPLY.

      17.  SEVERABILITY.  If any one or more of the provisions contained herein,
or the  application  thereof in any  circumstance,  is held invalid,  illegal or
unenforceable  in any  respect  for  any  reason,  the  validity,  legality  and
enforceability of any such provision in every other respect and of the remaining
provisions  hereof shall not be in any way impaired,  unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.


                                       15
<PAGE>

      18.  HEADINGS.  The headings in this Note are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof

                                    NEOPROBE CORPORATION

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

                                       16