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                                                                 Exhibit 10.2.55

                          AGREEMENT, RELEASE AND WAIVER

         THIS AGREEMENT, RELEASE AND WAIVER (the "Agreement") is a contract
between the undersigned employee ("you") who is being involuntarily and without
cause, separated from employment on March 31, 2000 (the "Effective Date of
Termination") and your employer, Neoprobe Corporation ("Neoprobe").

         WHEREAS, Neoprobe is eliminating substantially all in-house sales and
marketing activities and as a result your job is affected;

         WHEREAS, the Parties desire to fully and completely settle and dispose
of any and all claims of whatever kind or nature which you ever had, may now
have or may hereafter have against Neoprobe, whether known or unknown;

         NOW THEREFORE, the Parties hereto agree as follows:

1.       BENEFITS: In consideration for signing this Agreement, you will receive
         the following benefits (the "Severance Benefits").

         A.       SEVERANCE PAY: Neoprobe agrees to pay you a lump sum payment
                  of $200,417 which is equal to thirteen (13) months based on
                  your current annual salary. Unless otherwise instructed by
                  you, this amount shall be paid on April 15, 2000.

         B.       NEOPROBE PROPERTY: You shall be entitled to retain the
                  following Neoprobe property: desk lamp and the "Personal
                  Computer" provided to you by Neoprobe, provided that you
                  certify in writing to Neoprobe that you have deleted all
                  confidential and proprietary Neoprobe information according to
                  instructions provided to you by Neoprobe. Once Neoprobe
                  receives the certification, the computer shall not be
                  considered "Neoprobe property" within the meaning of Paragraph
                  10(ii) below. As used herein the term "Personal Computer"
                  means the CPU, Monitor, Key Board, Printer and Mouse. Employee
                  and Neoprobe shall mutually agree to the timing of the removal
                  of the above-described items from the premises of Neoprobe.

2.       COBRA. You acknowledge receipt of notice of your right to elect
         continued health care coverage in accordance with the provisions of the
         federal Consolidated Omnibus Budget & Reconciliation Act, as amended
         ("COBRA"). In the event that you exercise your COBRA right to continue
         coverage under Neoprobe's group health insurance policy, Neoprobe
         agrees to continue to pay a portion of the premiums for such coverage
         in the amount of $564.03 per month through December 31, 2000. Your
         portion of the premiums will be $75.00 per month during this period.
         Thereafter, if you wish to continue such coverage for the remainder of
         the 9 month COBRA period, you must do so completely at your own
         expense.

3.       CHANGE OF CONTROL SEVERANCE. You will be entitled to receive additional
         severance benefits as follows:

         In the event of a "Change of Control" (as that term is defined in the
         Severance Agreement dated October 23, 1998, a copy of which is attached
         as Exhibit A) of Neoprobe occurs within eight (8) months of the
         Effective Date of Termination, you shall be entitled to receive an
         additional severance payment of $92,500, equal to six (6) months of
         your annual base salary as of the Effective Date of Termination.

         Unless otherwise agreed to by the Parties, the severance payment
         described in this Paragraph 4 shall be paid in a lump sum within
         fifteen (15) days of the Change of Control event. Unless otherwise
         agreed to by the Parties, the severance payment described in this
         Paragraph 3 shall be paid in a lump sum within fifteen (15) days of the
         Change of Control event. Any Change of Control transaction begun during
         the period described in Paragraph 3 and which is completed within four
         (4) months thereafter shall be considered to be within the applicable
         period stated in this Paragraph 3. As an example, if a Change of
         Control transaction described in Paragraph 3 began on October 31, 2000
         but did not close until February 1, 2001, you would be entitled to
         receive the severance payment specified in Paragraph 3.


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4.       CHANGE OF CONTROL LIFE AND HEALTH BENEFITS. In the event of a Change of
         Control of Neoprobe as described in Paragraph 3 above, you shall be
         eligible to continue to participate in the life and health insurance
         programs of Neoprobe or participate in the life and health insurance
         programs of the controlling Person for the remainder of COBRA period
         available to you if any; provided that Neoprobe makes no
         representations that it will have a group health plan or that the
         controlling Person will agree to include you under its group health
         plan; further provide that Neoprobe will use its best efforts to
         require the controlling Person to honor the provisions of this
         Paragraph 4.

5.       401(k) PLAN. You shall receive all monies to which Employee is entitled
         under Neoprobe's 401(k) Plan in accordance with the terms thereof.

6.       UNEMPLOYMENT BENEFITS. Neoprobe agrees not to contest any claim for
         unemployment benefits, which Employee might file as a result of
         Employee's separation from Neoprobe on March 31, 2000. However,
         Neoprobe expressly waives any commitment that it is warranting or
         guaranteeing Employee's receipt of such unemployment benefits inasmuch
         as that determination is solely within the province of the Ohio Bureau
         of Employment Services.

7.       STOCK OPTIONS. Neoprobe agrees that you shall be eligible to exercise
         any stock options to which Employee may be entitled under the Neoprobe
         Stock Purchase Plan in accordance with the terms thereof.

8.       INSURANCE. Employee's coverage under Neoprobe's disability insurance
         plan shall terminate as of March 31, 2000, and you may have the right
         to convert such coverage to your own individual plan if provided for
         under, and in accordance with, the terms of, such plan. Your coverage
         under Neoprobe's life insurance plan shall terminate as of December 31,
         2000 and you may have the right to convert such coverage to your own
         individual plan if provided for under, and in accordance with, the
         terms of, such plan.

         9.       RELEASE. In consideration for the Severance Benefits specified
         in Paragraph 1 above as well as the other benefits set forth herein,
         you hereby release and discharge Neoprobe Corporation, its
         subsidiaries, affiliates, successors and assigns and their respective
         directors, officers, employees and agents (hereinafter collectively
         referred to as "Releases"), both individually and in their official
         capacity, from all claims, actions and causes of action of any kind,
         which you, or your agents, executors, heirs, or assigns ever had, now
         have, or may have, whether known or unknown, as a result of your
         employment by or termination of employment from Neoprobe. With the
         exception of any action that the law prevents an employee from waiving
         by agreement, your covenants and releases set forth in this Agreement
         include a waiver of any and all rights or remedies which you ever had,
         may now have or may hereafter have against Neoprobe in tort or in
         contract, or under any present or future federal, state or local
         statute or law, including, but not limited to: any action or cause of
         action asserted or which could have been asserted under Ohio's Laws
         Against Discrimination, O.R.C. Chapter 4112; O.R.C. Section 4101.17;
         Title VII of the 1964 Civil Rights Act, 42 U.S.C. Section 2000e, et
         seq.; the 1866 Civil Rights Act, 42 U.S.C. Section 1981; the Civil
         Rights Act of 1991, PL. 102-166; the 1967 Age Discrimination in
         Employment Act, 29 U.S.C. Section 621, et seq., as amended by the Older
         Workers Benefit Protection Act; the Americans with Disabilities Act, 42
         U.S.C. Section 12101, et seq.; the Fair Labor Standards Act of 1938, 29
         U.S.C. Section 201, et seq.; the Equal Pay Act, 29 U.S.C. Section
         206(d); the Family and Medical Leave Act of 1993, 29 U.S.C. Section
         2601, et seq.; the Occupational Safety and Health Act of 1970, 29
         U.S.C. Section 553, et seq.; the Employee Retirement Income Security
         Act of 1974, 29 U.S.C. Section 1001, et seq.; the Consolidated Omnibus
         Budget Reconciliation Act of 1986, 29 U.S.C. Section 1161, et seq.;
         Ohio's Workers' Compensation Law; any claims for wrongful discharge,
         unjust dismissal, or constructive discharge; any claims for breach of
         any alleged oral, written or implied contract of employment; any claims
         for emotional distress or other torts; any claims for salary, severance
         payments, bonuses or other compensation of any kind; any claims for
         benefits; claims for libel, slander defamation and attorneys' fees; and
         any other claims under federal, state, or local statute, law, rule or
         regulation. BY SIGNING THIS AGREEMENT, YOU GIVE UP ANY RIGHT YOU MAY
         HAVE TO BRING A LAWSUIT OR RECEIVE A RECOVERY ON ANY CLAIM AGAINST
         NEOPROBE AND THOSE ASSOCIATED WITH NEOPROBE BASED ON ANY ACTIONS,
         FAILURES TO ACT, STATEMENTS, OR EVENTS OCCURRING PRIOR TO THE DATE OF
         THIS



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         AGREEMENT, INCLUDING CLAIMS THAT IN ANY WAY ARISE FROM OR RELATE TO
         YOUR EMPLOYMENT WITH NEOPROBE OR THE TERMINATION OF THAT EMPLOYMENT,
         WITH THE EXCEPTION OF ANY CLAIM THAT NEOPROBE BREACHED ITS COMMITMENTS
         UNDER THIS AGREEMENT.

10.      RETURN OF NEOPROBE PROPERTY. Whether or not you sign this Agreement,
         you, as a terminating employee, are reminded that you must return to
         Neoprobe, (i) all Neoprobe documents, and other tangible items, and any
         copies, that are in your possession or control and which contain
         confidential information in written, magnetic or other form and shall
         have not given such documents, items, or copies to anyone other than
         another Neoprobe employee; and (ii) subject to the provisions of
         Paragraph 1(B) herein, all other Neoprobe property within Employee's
         possession including, but not limited to, office keys, identification
         badges or passes, Neoprobe credit cards, and computer equipment and
         software.

11.      NEOPROBE PROPRIETARY INFORMATION AGREEMENT. Whether or not you sign
         this Agreement, you, as a terminating employee, are reminded that the
         Proprietary Information Agreement (the "Proprietary Agreement") entered
         into between Neoprobe and yourself remains in full force and effect
         after termination of your employment. Under the Proprietary Agreement,
         you have a continuing obligation to maintain the confidentiality of all
         confidential, proprietary and trade secret information which you
         obtained during your employment with Neoprobe.

12.      DUTY OF CONFIDENTIALITY. You recognize that Neoprobe possesses certain
         business and financial information about its operations, information
         about new or envisioned products or services, manufacturing methods,
         product research, product specifications, records, plans, prices,
         costs, customer lists, concepts and ideas, and is the owner of
         proprietary rights in certain systems, methods, processes, procedures,
         technical and non-technical information, inventions, machinery,
         research and other things which constitute valuable trade secrets of
         Neoprobe. You acknowledge that you have been employed in positions in
         which you have had access to such information and that Neoprobe has a
         legitimate interest in protecting such confidential and proprietary
         information in order to maintain and enhance a competitive edge within
         its industry. Accordingly, you agree that you will not use or remove,
         duplicate or disclose, directly or indirectly, to any persons or
         entities outside Neoprobe any information, property, trade secrets or
         other things of value which have not been publicly disclosed. In the
         event that you are requested or required in a judicial, administrative
         or governmental proceeding to disclose any information that is the
         subject matter of this Paragraph 11, you will provide Neoprobe with
         prompt written notice of such request and all related proceedings so
         that Neoprobe may seek an appropriate protective order or remedy or, as
         soon as practicable, waive your compliance with the provisions of this
         Paragraph 11. You acknowledge that you have carefully considered the
         nature and extent of the restrictions upon him and the rights and
         remedies conferred to Neoprobe under this Paragraph 10 and hereby agree
         that the same are reasonably designed to eliminate competition which
         otherwise would be unfair to Neoprobe, do not stifle the inherent skill
         and experience of you, would not operate as a bar to your sole means of
         support, are fully required to protect the legitimate interests of
         Neoprobe and do not confer a benefit upon Neoprobe disproportionate to
         the detriment of you.

13.      BREACH. If you agree that if you violate any part of this Agreement or
         your Proprietary Agreement, you will not be entitled to the Severance
         Benefits described herein. You further agree that any breach or
         threatened breach by you of this Agreement cannot be remedied solely by
         the recovery of damages and Neoprobe shall therefore be entitled to an
         injunction against such breach or threatened breach without posting any
         bond or other security. Nothing herein, however, shall be construed as
         prohibiting Neoprobe from pursuing all its available rights, in law or
         equity for such breach or threatened breach, including the recovery of
         damages. In the event that you breach any of the promises made in this
         Agreement, and Neoprobe defends or pursues any charge, suit, complaint,
         claim or grievance as a result thereof, you shall be liable to Neoprobe
         for all damages, attorneys' fees, expenses and costs (including
         discovery costs) incurred by Neoprobe in defending or pursuing the
         same.




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14.      CONFIDENTIALITY OF THIS AGREEMENT: You agree that you will not reveal
         the existence of this Agreement, nor any terms thereof, to any person,
         entity, or organization, except to his immediate family, to his
         attorney, or as may be required by law. Neoprobe agrees that it will
         not reveal the existence of this Agreement, nor any terms thereof, to
         any person, entity, or organization, except to employees of Neoprobe
         who have a need to know or as may be required by law.

15.      PERIOD OF REVIEW AND OTHER CONSIDERATIONS:

         A.       DATE OF RECEIPT. You acknowledge that you received this
                  Agreement on or prior to February 28, 2000.

         B.       ATTORNEY CONSULTATION. You acknowledge that you have had the
                  opportunity to consult an attorney of your choice concerning
                  this Agreement, Release and Waiver.

         C.       Period of Review. You acknowledge that you have been given at
                  least 21 days in which to review and consider signing this
                  Agreement. In the event you execute this Agreement within less
                  than 21 days of the date of its delivery to you, you
                  acknowledge that such decision was entirely voluntary and that
                  he has had the opportunity to consider this Agreement for the
                  entire 21-day period but decided to waive that opportunity.

         D.       ENTIRE AGREEMENT. This Agreement, Release and Waiver, sets
                  forth the entire agreement between Neoprobe and yourself and
                  supersedes and renders null and void any and all prior or
                  contemporaneous oral or written understandings, statements,
                  representations or promises, including the Severance Agreement
                  dated October 23, 1998 attached as Exhibit A. This Agreement
                  does not, however, supersede the Proprietary Information
                  Agreement, which remains in full force and effect.

         E.       GOVERNING LAW. This Agreement shall be construed and governed
                  by the laws of the State of Ohio and adjudicated within the
                  exclusive jurisdiction of the courts having jurisdiction over,
                  Franklin County, Ohio.

         F.       REVOCATION OF AGREEMENT, RELEASE AND WAIVER. You understand
                  that you have the right to revoke this Agreement within seven
                  (7) days of your signing it, and that this Agreement shall not
                  become effective or enforceable until this seven (7) day
                  period has expired. To revoke this Agreement, Release and
                  Waiver, you agree to notify in writing, the Human Resources
                  Dept., Neoprobe Corporation, 425 Metro Place North, Suite 300,
                  Dublin, OH 43017. Unless so revoked, this Agreement will be
                  effective at 5:00 p.m. on suc seventh day. You agree that if
                  you exercise your right to revoke this Agreement within seven
                  (7) days, your termination of employment will nevertheless
                  occur, you will not be entitled to the Severance Benefits, and
                  you will immediately return to Neoprobe any consideration you
                  have already received.


YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL THE
PROVISIONS OF THIS AGREEMENT, RELEASE AND WAIVER, AND YOU ARE ENTERING INTO THIS
AGREEMENT VOLUNTARILY. YOU ACKNOWLEDGE THAT THE CONSIDERATION YOU ARE RECEIVING
IN EXCHANGE FOR EXECUTING THIS AGREEMENT IS GREATER THAN THAT WHICH YOU WOULD BE
ENTITLED TO IN THE ABSENCE OF THIS AGREEMENT. YOU HAVE NOT RELIED UPON ANY
REPRESENTATION OR STATEMENT, WRITTEN OR ORAL, NOT SET FORTH IN THIS AGREEMENT.


         WHEREFORE, the parties have read all of the foregoing, understand the
same, and agree to all of the provisions contained herein.



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NEOPROBE CORPORATION                                EMPLOYEE


By:     /s/ David C. Bupp                    By:     /s/ Matthew F. Bowman
        ------------------------                     ------------------------
        David C. Bupp                                Matthew F. Bowman
        President & CEO


Dated:  March 2, 2000                        Dated:  3/2/00
        ------------------------                     ------------------------



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