Exhibit
      10.2


    THIS
      NOTE
      HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
      COMMISSION OR THE SECURITIES ADMINISTRATOR OF ANY STATE PURSUANT TO AN EXEMPTION
      FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF
      1933, AS AMENDED (THE “ACT”). THIS NOTE IS SUBJECT TO THE TERMS OF A NOTE
      PURCHASE AGREEMENT DATED AS OF JUNE 29, 2007 AND MAY NOT BE TRANSFERRED OR
      SOLD
      EXCEPT AS PROVIDED THEREIN AND AS PERMITTED UNDER THE ACT PURSUANT TO
      REGISTRATION OR EXEMPTION THEREFROM.


    


    NEOPROBE
      CORPORATION

    


    10%
      CONVERTIBLE NOTE DUE JULY 8, 2008 

     

    
      	$1,000,000.00	
              July
                3, 2007

            


    

    


    FOR
      VALUE
      RECEIVED, the undersigned, NEOPROBE CORPORATION (herein called the “Company”),
      a
      corporation organized and existing under the laws of the State of Delaware
      hereby promises to pay to David C. Bupp, Cynthia B. Gochoco, and Walter H.
      Bupp,
      as joint tenants with right of survivorship, or their registered assigns, the
      principal sum of $1,000,000.00 on July 8, 2008, with interest (computed on
      the
      basis of a 360-day year of twelve 30-day months) on the unpaid balance thereof
      at the rate of 10.0% per annum from the date hereof, payable quarterly in
      arrears, on the last day of each calendar quarter, commencing with the calendar
      quarter next succeeding the date hereof, until the principal hereof shall have
      become due and payable.

    


    Payments
      of principal of, and interest on this Note are to be made in lawful money of
      the
      United States of America at the address of the holder of this Note provided
      for
      receipt of notices under the Note Purchase Agreement referred to below or,
      at
      the option of the holder of this Note, in immediately available funds at any
      bank or other financial institution capable of receiving immediately available
      funds designated by the holder of this Note.

    


    This
      Note
      has been issued pursuant, and is subject, to an 10% Convertible Note Purchase
      Agreement, dated as of July 3, 2007, as the same may be amended, modified or
      supplemented from time to time in accordance with the terms thereof, between
      the
      Company and the Purchaser named therein (the “Note
      Purchase Agreement”)
      and is
      entitled to the benefits thereof. Each holder of this Note will be deemed,
      by
      its acceptance hereof, (a) to have agreed to all of the terms of the Note
      Purchase Agreement and other agreements referenced therein, and (b) to have
      made
      the representations and warranties set forth in Sections 4.2 through 4.8 of
      the
      Note Purchase Agreement. 

    


    This
      Note
      may be prepaid at any time prior to maturity in whole or in part without premium
      or penalty, upon ten (10) days prior written notice to the Holder.

    


    If
      an
      Event of Default, as defined in the Note Purchase Agreement, occurs and is
      continuing, the principal of this Note may be declared or otherwise become
      due
      and payable in the manner, at the price and with the effect provided in the
      Note
      Purchase Agreement.

    


    This
      Note
      is convertible into shares of Common Stock of the Company, on the terms and
      subject to the conditions set forth in the Note Purchase Agreement.

     

    
      
        
        

      

      
        Page
          1 of
          2 pages

        
          

        

      

      
        
        

      

    

    


    This
      Note
      will be construed and enforced in accordance with and governed by the laws
      of
      the State of Ohio, without reference to principles of conflicts of law. Any
      controversy, claim or dispute arising out of or relating to this Note or the
      breach, termination, enforceability or validity of this Note, including the
      determination of the scope or applicability of the agreement to arbitrate set
      forth in this paragraph 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 paragraph 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 paragraph) 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 paragraph in the same manner as provided for the giving
      of
      notice under the Note Purchase Agreement. 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
      Note.

     

    
      	 	 	 
	 	
              NEOPROBE
                CORPORATION

            
	 
 	 
 	 
 
	
            	By  	/s/
              Brent L. Larson
	 	
              
Brent
              L. Larson,
	 	
              Vice
                President of Finance

            


    

     

     

    
      
        
        

      

      
        Page 2
          of 2 pages