Exhibit
      10.3


    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
      BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
      ACT")
      OR ANY
      STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED,
      TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE
      PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING
      THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH
      REGISTRATION.

    


    
      	SERIES WV07	
              WARRANT
                TO
                PURCHASE

            
	
              NO.
                001

            	
              500,000 SHARES
                OF COMMON STOCK

            


    

     

    WARRANT
      TO PURCHASE

    COMMON
      STOCK

    OF

    NEOPROBE
      CORPORATION


    


    This
      certifies that, for value received, David C. Bupp, Cynthia B. Gochoco, and
      Walter H. Bupp, as joint tenants with right of survivorship, or their registered
      permitted assigns (collectively, the “Holder”),
      is
      entitled to purchase from NEOPROBE CORPORATION, (the “Company”),
      a
      corporation organized and existing under the laws of the State of Delaware,
      subject to the terms and conditions set forth below, at any time on before
      5:00
      P.M., Eastern time, on the Expiration Date (as defined below), the number of
      fully paid and nonassessable shares of common stock, $0.001 par value, of the
      Company (“Common
      Stock”)
      stated
      above at the Purchase Price (as defined below). The Purchase Price and the
      number of shares purchasable hereunder are subject to adjustment as provided
      below. This Warrant is issued pursuant to the terms of a 10% Convertible Note
      Purchase Agreement dated as of July 3, 2007, as the same may be amended,
      modified or supplemented pursuant to the terms thereof (the “Purchase
      Agreement”),
      and
      is subject to the terms thereof.

    


    ARTICLE
      I

    


    DEFINITIONS

    


    Section
      1.1.  (a) The
      term
“Business Day” as used in this Warrant means a day other than a Saturday, Sunday
      or other day on which national banking associations whose principal offices
      are
      located in the State of Ohio are authorized by law to remain
      closed.

    


    (b) The
      term
“Expiration Date” as used in this Warrant means the date of expiration of the
      sixty (60) month period immediately after the Exercise Date (as defined in
      Section 2.1 hereof) or, if that day is not a Business Day, as defined above,
      at
      or before 5:00 P.M. Eastern time on the next following Business
      Day.

    


    (c) The
      term
“Purchase Price” as used in this Warrant shall mean thirty-one cents ($0.31), as
      may be adjusted pursuant to the terms of Article III hereof.

    


    (d) The
      term
“Warrant” as used in this Warrant means this Warrant and Warrants of like tenor
      to purchase up to the amount of Warrant Shares (as defined below), indicated
      on
      the first page of the Warrant.

    


    (e) The
      term
“Warrant Shares” as used in this Warrant means the shares of Common Stock
      issuable upon exercise of the Warrant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      II

    


    DURATION
      AND EXERCISE OF WARRANT

    


    Section
      2.1. This Warrant may be exercised at any time after 9:00 A.M., Eastern time,
      on
      July 3, 2007 (the “Exercise
      Date”)
      and
      before 5:00 P.M., Eastern time, on the Expiration Date.

    


    Section
      2.2. (a) The Holder may exercise this Warrant in whole or in part (but not
      in
      denominations of fewer than 5,000 Warrant Shares except upon an exercise of
      the
      Warrant with respect to the remaining balance of Warrant Shares purchasable
      hereunder at the time of exercise) by surrender of this Warrant, with the
      Purchase Form (attached hereto) duly executed, to the Company at its corporate
      office, together with the applicable Purchase Price of each Warrant Share being
      purchased in lawful money of the United States, or by certified check or
      official bank check payable in United States dollars to the order of the
      Company, subject to compliance with all the other conditions set forth in this
      Warrant.

    


    (b) Upon
      receipt of this Warrant with the Purchase Form duly executed and accompanied
      by
      payment of the aggregate Purchase Price for the shares of Common Stock for
      which
      this Warrant is being exercised, the Company shall cause to be issued
      certificates for the total number of whole shares (as provided in Section 3.2)
      of Common Stock for which this Warrant is being exercised in such denominations
      as the Holder may request, each registered in the name of the Holder or such
      other name as may be designated by the Holder, and thereafter the Company will
      promptly deliver, at its sole cost and expense, those certificates to the
      Holder, together with any other securities or property to which the Holder
      is
      entitled upon such exercise.

    


    (c) If
      the
      Holder exercises this Warrant with respect to fewer than all the shares of
      Common Stock that may be purchased by exercise of this Warrant, the Company
      will
      execute a new Warrant for the balance of the shares of Common Stock that may
      be
      purchased by exercise of this Warrant and deliver that new Warrant to the
      Holder.


    


    ARTICLE
      III

    


    ADJUSTMENT
      OF PURCHASE PRICE, NUMBER 

    OF
      SHARES OR NUMBER OF WARRANTS

    


    Section
      3.1. The Purchase Price, the number and type of securities issuable on exercise
      of this Warrant and the number of Warrants outstanding are subject to adjustment
      from time to time as follows:

    


    (a) If
      the
      Company issues any shares of its Common Stock as a dividend on its Common Stock,
      the Purchase Price then in effect will be proportionately reduced at the opening
      of business on the day following the date fixed for the determination of
      stockholders entitled to receive the dividend or other distribution. For
      example, if the Company distributes one share of Common Stock as a dividend
      on
      each outstanding share of Common Stock the Purchase Price would be reduced
      by
      50%. If the Company issues as a dividend on its Common Stock any securities
      which are convertible into, or exchangeable for, shares of its Common Stock,
      such dividend will be treated as a dividend of the Common Stock into which
      the
      securities may be converted, or for which they may be exchanged, and the
      Purchase Price shall be proportionately reduced.

    


    (b) If
      the
      outstanding shares of Common Stock are subdivided into a greater number of
      shares of Common Stock, then the Purchase Price will be proportionately reduced
      at the opening of business on the day following the day when the subdivision
      becomes effective, and if the outstanding shares of the Common Stock are
      combined into a smaller number of shares of Common Stock, the Purchase Price
      will be proportionately increased at the opening of business on the day
      following the day when the combination becomes effective.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    (c) If
      by
      reason of a merger, consolidation, reclassification or similar corporate event,
      the holders of the Common Stock receive securities or assets other than Common
      Stock, upon exercise of this Warrant after that corporate event, the Holder
      of
      this Warrant will be entitled to receive the securities or assets the Holder
      would have received if the Holder had exercised this Warrant immediately before
      the first such corporate event and not disposed of the securities or assets
      received as a result of that or any subsequent corporate event.


    (d) Issuance
      of Common Stock Below 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) 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 Section 3.1(d)(ii), 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 Section
      3.1(d)(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 Section 3.1(d)(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 any subsequent time. 

    


    (ii) No
      adjustment shall be made to the Purchase Price pursuant to Section 3.1(d)(i)
      in
      connection with the (A) issuance of shares in any of the transactions described
      in Section 3.1(a), 3.1(b) , or 3.1(c) hereof; (B) issuance of shares upon
      exercise of the Warrants; (C) issuance of shares upon conversion of the Notes;
      (D) issuance of shares of Common Stock upon the exercise of options or the
      grant
      of options provided that such options were or are issued pursuant to stock
      option plans approved by the stockholders of the Company; (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 of rights, options, warrants or convertible or exchangeable
      securities containing the right to subscribe for or purchase shares of Common
      Stock outstanding on the Effective Date; (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; (H) issuance of shares of Common Stock
      pursuant to the Common Stock Purchase Agreement, dated December 1, 2006, between
      the Company and Fusion Capital Fund II, LLC, and (I) contributions of Common
      Stock to the Company’s 401(k) Plan.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (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 3.1(a), 3.1(b), or 3.1(c) 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 3.1. 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
      3.1).

    


    Section
      3.2. Upon each adjustment of the applicable Purchase Price pursuant to Section
      3.1 hereof, this Warrant will, after the adjustment, evidence the right to
      purchase, at the adjusted Purchase Price, the number of shares (calculated
      to
      the nearest hundredth) obtained by (i) multiplying the number of shares issuable
      on exercise of this Warrant immediately prior to the adjustment by the Purchase
      Price in effect immediately prior to the adjustment and (ii) dividing the
      resulting product by the Purchase Price in effect immediately after the
      adjustment. However, the Company will not be required to issue a fractional
      share or to make any payment in lieu of issuing a fractional share.

    


    Section
      3.3. Whenever the Purchase Price or the number of shares or type of securities
      issuable on exercise of this Warrant is adjusted as provided in this Article
      III, the Company will compute the adjusted Purchase Price and the adjusted
      number of Warrant Shares and will prepare a certificate signed by its President
      or any Vice President, and by its Treasurer or Secretary setting forth the
      effective date of the adjustment, the adjusted Purchase Price and the adjusted
      number of Warrant Shares and showing in reasonable detail the facts upon which
      the adjustments were based and mail a copy of that certificate to the Holder
      by
      first class mail, postage prepaid, addressed to the registered Holder of this
      Warrant at the address of such Holder as shown on the books of the
      Company.

    


    Section
      3.4. If at any time when this Warrant is outstanding the Company:

    


    (a) declares
      any cash dividend (or authorizes any other distribution) on its Common
      Stock;

    


    (b) authorizes
      the granting to the holders of its Common Stock of rights to subscribe for
      or
      purchase any shares of its capital stock or assets, other than a dividend
      payable solely in shares of Common Stock; 

    


    (c) authorizes
      a reclassification, split or combination of the Common Stock, or a consolidation
      or merger to which the Company is a party or a sale or transfer of all or
      substantially all the assets of the Company that is subject to Section 271(a)
      of
      the Delaware General Corporation Law; or

    


    (d) authorizes
      a voluntary or involuntary dissolution, liquidation or winding up of the
      Company;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    then,
      in
      any one or more of said cases, the Company shall give, by certified or
      registered mail, postage prepaid, addressed to the registered Holder of this
      Warrant at the address of such Holder as shown on the books of the Company,
      (i)
      at least 30 days’ prior written notice of the date on which the books of the
      Company shall close or a record shall be taken for such dividend, distribution
      or subscription rights or for determining rights to vote in respect of any
      such
      dissolution, liquidation or winding-up; (ii) at least 10 days’ prior written
      notice of the date on which the books of the Company shall close or a record
      shall be taken for determining rights to vote in respect of any such
      reorganization, reclassification, consolidation, merger or sale, and (iii)
      in
      the case of any such reorganization, reclassification, consolidation; merger,
      sale, dissolution, liquidation or winding-up, at least 30 days’ written notice
      of the date when the same shall take place. Any notice given in accordance
      with
      clause (i) above shall also specify, in the case of any such dividend,
      distribution or option rights, the date on which the holders of Common Stock
      shall be entitled thereto. Any notice given in accordance with clause (iii)
      above shall also specify the date on which the holders of Common Stock shall
      be
      entitled to exchange their Common Stock for securities or other property
      deliverable upon such reorganization, reclassification, consolidation, merger,
      sale, dissolution, liquidation or winding-up, as the case may be. 

    


    Section
      3.5. The form of this Warrant need not be changed because of any change in
      the
      Purchase Price or in the number of Warrant Shares, and Warrants issued after
      that change may continue to describe the Purchase Price and the number of
      Warrant Shares which were described in this Warrant as initially
      issued.


    


    ARTICLE
      IV

    


    OTHER
      PROVISIONS RELATING TO

    RIGHTS
      OF WARRANT HOLDER

    


    Section
      4.1. If this Warrant is duly exercised, the Holder will for all purposes be
      deemed to become the holder of record of the Warrant Shares as to which this
      Warrant is exercised, and the certificate for such shares will be dated, on
      the
      date this Warrant is surrendered for exercise and the Purchase Price paid in
      accordance with Section 2.2 hereof, except that if such date is not a Business
      Day, the Holder will be deemed to become the record holder of the Warrant
      Shares, and the certificate will be dated, on the next succeeding Business
      Day.
      The Holder will not be entitled to any rights as a holder of the Warrant Shares,
      including the right to vote and to receive dividends, until the Holder becomes
      or is deemed to become the holder of such shares pursuant to the terms
      hereof.

    


    Section
      4.2. (a) The Company covenants and agrees that it will at all times reserve
      and
      keep available for the exercise of this Warrant a sufficient number of
      authorized but unissued shares of Common Stock to permit the exercise in full
      of
      this Warrant.

    


    (b) The
      Company covenants that all shares of Common Stock issued upon exercise of this
      Warrant and against payment of the Purchase Price will be duly authorized,
      validly issued, fully paid and nonassessable and free from all pre-emptive
      rights of any stockholder and free of all taxes, liens and charges with respect
      to the issue thereof. The Company covenants that it will take all reasonable
      action as may be necessary to assure that such Common Stock may be issued as
      provided herein without violation of any applicable law or regulation, or of
      any
      requirements of any domestic securities exchange or automated quotation system
      upon which the Common Stock may be listed, or any agreement to which the Company
      may be a party.

    


    Section
      4.3. Notices to the Holder relating to this Warrant will be effective on the
      earliest of actual receipt or the third business day after mailing by first
      class mail (which shall be certified or registered, return receipt requested),
      postage prepaid, addressed to the Warrant Holder at the address shown on the
      books of the Company.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    Section
      4.4. The issuance of certificates for shares of Common Stock upon the exercise
      of the Warrant shall be made without charge to the Holder for any issue tax
      in
      respect thereof; provided, however, that the Company shall not be required
      to
      pay any tax which may be payable in respect of any transfer involved in the
      issuance and delivery of any certificate in a name other than that of the then
      Holder of the Warrant being exercised.

    


    ARTICLE
      V

    


    TREATMENT
      OF WARRANT HOLDER

    


    Prior
      to
      presentation of this Warrant for registration of transfer, the Company may
      treat
      the Holder for all purposes as the owner of this Warrant and the Company will
      not be affected by any notice to the contrary.

    


    ARTICLE
      VI

    


    COMBINATION,
      EXCHANGE AND TRANSFER OF WARRANTS

    


    Section
      6.1. Any transfer permitted under this Warrant will be made by surrender of
      this
      Warrant to the Company at its principal office with the Form of Assignment
      (attached hereto) duly executed. In such event the Company will, without charge,
      execute and deliver a new Warrant to and in the name of the assignee named
      in
      the instrument of assignment and this Warrant will promptly be
      canceled.

    


    Section
      6.2. This Warrant may be divided or combined with other Warrants which carry
      the
      same rights upon presentation of them at the principal office of the Company
      together with a written notice signed by the Holder, specifying the names and
      denominations in which new Warrants are to be issued.

    


    Section
      6.3. Upon receipt by the Company of evidence reasonably satisfactory to it
      of
      the loss, theft, destruction or mutilation of this Warrant, and, in the case
      of
      loss, theft or destruction, of reasonably satisfactory indemnification, or,
      in
      the case of mutilation, upon surrender of the mutilated Warrant, the Company
      will execute and deliver a new Warrant bearing the same terms and date as the
      lost, stolen or destroyed Warrant, which will thereupon become
      void.

    


    ARTICLE
      VII

    


    OTHER
      MATTERS

    


    Section
      7.1. (a) This Warrant and any Warrant Shares may not be sold, transferred,
      pledged, hypothecated or otherwise disposed of except as follows: (i) to a
      person who, in the reasonable opinion of counsel to the Company, is a person
      to
      whom this Warrant or the Warrant Shares may legally be transferred without
      registration and without the delivery of a current prospectus under the
      Securities Act of 1933 (the “Securities
      Act”)
      with
      respect thereto, and then only against receipt of an agreement of such person
      to
      comply with the provisions of this Section 7.1(a) with respect to any resale
      or
      other disposition of such securities; or (ii) to any person upon delivery of
      a
      prospectus then meeting the requirements of the Securities Act relating to
      such
      securities and the offering thereof for such sale or disposition, and thereafter
      to all successive assignees.

    


    (b) Unless
      the Warrant Shares have been registered under the Securities Act, upon exercise
      of any of the Warrant and the issuance of any of the Warrant Shares, all
      certificates representing Warrant Shares shall bear on the face thereof
      substantially the following legend:

    


    THE
      SALE
      OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
      NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
      SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS
      REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT OR UNLESS AN OPINION OF
      COUNSEL TO THE ISSUER IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE
      WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    (c) The
      Holder shall have no right to require the Company to register the Warrant Shares
      under the Securities Act or any state securities law, except to the extent
      provided in the Registration Rights Agreement of even date
      herewith.

    


    Section
      7.2. All the covenants and provisions of this Warrant by or for the benefit
      of
      the Company will bind and inure to the benefit of its successors and
      assigns.

    


    Section
      7.3. All notices and other communications under this Warrant must be in writing.
      Any notice or communication to the Company will be effective upon the earlier
      of
      actual receipt or the third business day after mailing by first class mail
      (which shall be certified or registered, return receipt requested), postage
      prepaid, addressed (until another address is designated by the Company) as
      follows:

    


    Neoprobe
      Corporation 

    425
      Metro
      Place North, Suite 300

    Dublin,
      OH 43017 

    Attn:
      Chief Financial Officer

    (tele)
      (614) 793-7500

    (fax)
      (614) 793-7522

    


    Any
      notice or demand authorized by this Warrant to be given or made by the Company
      to the Holder must be given in accordance with Section 4.3.

    


    Section
      7.4. The Delaware General Corporation Law shall govern all issues concerning
      the
      relative rights of the Company and its stockholders. All other questions
      concerning the construction, validity, enforcement and interpretation of this
      Warrant shall be governed by the internal laws of the State of Ohio, without
      giving effect to any choice of law or conflict of law provision or rule (whether
      of the State of Ohio or any other jurisdictions) that would cause the
      application of the laws of any jurisdiction other than the State of Ohio. Each
      party hereby irrevocably waives personal service of process and consents to
      process being served in any such suit, action or proceeding by mailing a copy
      thereof to such party at the address for such notices to it under this Warrant
      and agrees that such service shall constitute good and sufficient service of
      process and notice thereof. Nothing contained herein shall be deemed to limit
      in
      any way any right to serve process in any manner permitted by law. If any
      provision of this Warrant shall be invalid or unenforceable in any jurisdiction,
      such invalidity or unenforceability shall not affect the validity or
      enforceability of the remainder of this Warrant in that jurisdiction or the
      validity or enforceability of any provision of this Warrant in any other
      jurisdiction. 

    


    Section
      7.5. Nothing in this Warrant will give any person, corporation or other entity
      other than the Company and the Holder any right or claim under this Warrant,
      and
      all agreements in this Warrant will be for the sole benefit of the Company,
      the
      Holder, and their respective successors and permitted assigns.

    


    Section
      7.6. The Article headings in this Warrant are for convenience only, are not
      part
      of this Warrant and will not affect the interpretation of its
      terms.

    


    Section
      7.7. Any controversy, claim or dispute arising out of or relating to this
      Warrant or the breach, termination, enforceability or validity of this Warrant,
      including the determination of the scope or applicability of the agreement
      to
      arbitrate set forth in this Section 7.7 shall be determined exclusively by
      binding arbitration in the City of Columbus, Ohio. The arbitration shall be
      governed by the rules and procedures of the American Arbitration Association
      (the “AAA”) under its Commercial Arbitration Rules and its Supplementary
      Procedures for Large, Complex Disputes; provided that persons eligible to be
      selected as arbitrators shall be limited to attorneys-at-law each of whom (a)
      is
      on the AAA’s Large, Complex Case Panel or a Center for Public Resources (“CPR”)
      Panel of Distinguished Neutrals, or has professional credentials comparable
      to
      those of the attorneys listed on such AAA and CPR Panels, and (b) has actively
      practiced law (in private or corporate practice or as a member of the judiciary)
      for at least 15 years in the State of Ohio concentrating in either general
      commercial litigation or general corporate and commercial matters. Any
      arbitration proceeding shall be before one arbitrator mutually agreed to by
      the
      parties to such proceeding (who shall have the credentials set forth above)
      or,
      if the parties are unable to agree to the arbitrator within 15 business days
      of
      the initiation of the arbitration proceedings, then by the AAA. No provision
      of,
      nor the exercise of any rights under, this Section 7.7 shall limit the right
      of
      any party to request and obtain from a court of competent jurisdiction in the
      State of Ohio, County of Franklin (which shall have exclusive jurisdiction
      for
      purposes of this Section 7.7) before, during or after the pendency of any
      arbitration, provisional or ancillary remedies and relief including injunctive
      or mandatory relief or the appointment of a receiver. The institution and
      maintenance of an action or judicial proceeding for, or pursuit of, provisional
      or ancillary remedies shall not constitute a waiver of the right of any party,
      even if it is the plaintiff, to submit the dispute to arbitration if such party
      would otherwise have such right. Each of the parties hereby submits
      unconditionally to the exclusive jurisdiction of the state and federal courts
      located in the County of Franklin, State of Ohio for purposes of this provision,
      waives objection to the venue of any proceeding in any such court or that any
      such court provides an inconvenient forum and consents to the service of process
      upon it in connection with any proceeding instituted under this Section 7.7
      in
      the same manner as provided for the giving of notice under this Warrant.
      Judgment upon the award rendered may be entered in any court having
      jurisdiction. The parties hereby expressly consent to the nonexclusive
      jurisdiction of the state and federal courts situated in the County of Franklin,
      State of Ohio for this purpose and waive objection to the venue of any
      proceeding in such court or that such court provides an inconvenient forum.
      The
      arbitrator shall have the power to award recovery of all costs (including
      attorneys’ fees, administrative fees, arbitrators' fees and court costs) to the
      prevailing party. The arbitrator shall not have power, by award or otherwise,
      to
      vary any of the provisions of this Warrant.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, this Warrant has been duly executed by the Company as of July
      3, 2007.

    
      	 	 	 
	 	
              NEOPROBE
                CORPORATION.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Brent L. Larson
	 	
              
Brent
              L. Larson
	 	
              Vice
                President-Finance and Chief 

              Financial
                Officer

            




    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    PURCHASE
      FORM

    


    To
      Be
      Executed By The Warrant Holder

    


    To
      Exercise The Warrant In Whole Or In Part:

    


    To: NEOPROBE
      CORPORATION

    


    


    The
      undersigned (__________________________________)

    Please
      insert Tax ID Number or other

    identifying
      number of Holder

    


    hereby
      irrevocably elects to exercise the right of purchase represented by the within
      Warrant for, and to purchase thereunder, ___________________ shares of Common
      Stock of Neoprobe Corporation in the amount of $__________ The undersigned
      requests that certificates for those shares of Common Stock be issued as
      follows:

     

    
      	Name:	__________________________________________________________
	 	 
	Address: 	__________________________________________________________
	 	 
	Deliver to: 	__________________________________________________________
	 	 
	Address:	__________________________________________________________
	 	 
	Denominations: 	__________________________________________________________


    

     

    and
      that,
      if the number of shares of Common Stock is not all the shares of Common Stock
      purchasable by exercise of the Warrant, that a new Warrant for the balance
      of
      the shares of Common Stock purchasable under the within Warrant be registered
      in
      the name of, and delivered to, the undersigned at the address stated
      below:

     

    
      	Address: 	__________________________________________________________
	 	 
	Date: 	__________________________________________________________


    

     

    
      	Signature: 	__________________________________________________________


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    


    FORM
      OF ASSIGNMENT

    


    (To
      Be
      Executed Only Upon a Permitted Assignment)

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns, and transfers unto
      ____________________ the all of the undersigned’s right, title and interest in
      the within Warrant.


    


    


    Signature
      ______________________________________


    


    Signature
      Guaranteed:

    _____________________________________


     

    
      
         

      

      
        10