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                                                                 Exhibit 10.2.54


                     SCHEDULE IDENTIFYING OMITTED DOCUMENTS

         The only particulars in which the attached agreement differs from the
omitted agreements is the name of the employee who is a party to the agreements
and the number of restricted shares subject to the agreements.



         Name                              Number of Restricted Shares
         ----                              ---------------------------
   Brent L. Larson                                   40,000
      Carl Bosch                                     30,000
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                                                                 EXHIBIT 10.2.54



                              NEOPROBE CORPORATION
                                    SUITE 400
                              425 METRO PLACE NORTH
                             DUBLIN, OHIO 43017-1367



                                 March 22, 2000


David C. Bupp
5747 Rushwood Drive
Dublin, Ohio  43017

Congratulations. You have been granted a right to purchase Restricted Stock
under Neoprobe's 1996 Stock Incentive Plan (the "Plan") on the following terms:

1.       PURCHASE AND SALE. On the terms and subject to the conditions set forth
         in this Agreement, you hereby subscribe for and agree to purchase
         100,000 shares of Common Stock (the "Restricted Stock") for and in
         consideration of a payment by you to Neoprobe of $0.001 per share.

2.       TRANSFER RESTRICTIONS. The fair market value of Common Stock is
         demonstrated by the closing price on the OTC Bulletin Board of such
         securities on the business day before the date first set forth above
         which was $1.25 per share. In consideration of the difference between
         the purchase price of the Restricted Stock set forth in paragraph 1
         above and its fair market value without the restrictions and risk of
         forfeiture set forth herein, you agree that, unless and until any of
         the Restricted Stock vests and becomes transferable as provided in
         paragraph 4 below, you will neither transfer, sell, assign nor pledge
         any of the Restricted Stock. Any certificate representing any
         Restricted Stock issued hereunder will bear the following legend in
         larger or other contrasting type or color: "The transfer of these
         securities is restricted by, and such securities are subject to a risk
         of forfeiture, under a Restricted Stock Purchase Agreement between the
         registered owner hereof and the Issuer dated March 22, 2000."

3.       FORFEITURE. You will forfeit any portion of the Restricted Stock
         purchased under this Agreement that has not vested and become
         transferable on the earliest of: (a) the expiration of 10 years from
         the date of this Agreement, or (b) (except as otherwise provided in the
         last sentence of this paragraph 3) immediately upon the termination of
         your employment by Neoprobe, whether for cause or without cause, or
         because of your death or disability, or by your resignation. If such a
         forfeiture occurs, all of your right, title and interest in and to any
         shares of Restricted Stock which have not previously vested and became
         transferable will be terminated, the certificates representing the
         forfeited shares will be canceled or transferred free and clear of all
         restrictions to Neoprobe's treasury and we will pay you $0.001 per
         share for each share of Restricted Stock so forfeited. Notwithstanding
         clause (b) of this paragraph 3 no forfeiture will occur upon the
         termination of your employment by Neoprobe without cause, or because of
         your death or disability, if at the time of such termination Neoprobe
         is engaged in active negotiations that could reasonably be expected to
         result in a change in control.

4.       VESTING PROVISIONS. Any Restricted Stock that has not previously been
         forfeited under Section 3 above will vest and become transferable if
         and when a Change in Control (as defined below in Section 5) of
         Neoprobe occurs or upon the termination of your employment by Neoprobe
         without cause, or because of your death or disability, if at the time
         of such termination Neoprobe is engaged in active negotiations that
         could reasonably be expected to result in a Change in Control; provided
         the Committee certifies such occurrence in its minutes or another
         writing promptly thereafter. Notwithstanding any provision of this
         Agreement or any provision of the Plan, including, but not limited to,
         the last sentence of Section 7.1 thereof and Section 8.3 thereof, the
         provisions of which are hereby waived by you, the Committee may, if it
         determines in its sole discretion that your actions in connection with
         any Change in Control which results in the vesting of any shares of
         Restricted Stock



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         hereunder were not in accordance with your duties to Neoprobe and its
         stockholders as a director, officer or employee of Neoprobe or your
         actions did not fully support the determinations of the Board of
         Directors of Neoprobe in connection therewith, reduce the number of
         share of Restricted Stock which vest under this Agreement or eliminate
         such vesting entirely. When any portion of the Restricted Stock vests
         and becomes transferable, Neoprobe will, subject to the provision of
         Section 6 below, promptly deliver a certificate (free of all adverse
         claims and transfer) representing the number of shares constituting the
         vested and transferable portion of the Restricted Stock to you at your
         address given above and such shares will no longer be deemed to be
         Restricted Stock subject to the terms and conditions of this Agreement.

5.       CHANGE IN CONTROL. For the purpose of this Agreement, a Change in
         Control of Neoprobe has occurred when: (a) any person (defined for the
         purposes of this Section 3 to mean any person within the meaning of
         Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange
         Act")), other than Neoprobe or an employee benefit plan created by its
         Board of Directors for the benefit of its employees, either directly or
         indirectly, acquires beneficial ownership (determined under Rule 13d-3
         of the Regulations promulgated by the Securities and Exchange
         Commission under Section 13(d) of the Exchange Act) of securities
         issued by Neoprobe having thirty percent (30%) or more of the voting
         power of all the voting securities issued by Neoprobe in the election
         of Directors at the next meeting of the holders of voting securities to
         be held for such purpose: (b) a majority of the Directors elected at
         any meeting of the holders of voting securities of Neoprobe are persons
         who were not nominated for such election by the Board of Directors or a
         duly constituted committee of the Board of Directors having authority
         in such matters; (c) the stockholders of Neoprobe approve a merger or
         consolidation of Neoprobe with another person, other than a merger or
         consolidation in which the holders of Neoprobe's voting securities
         issued and outstanding immediately before such merger or consolidation
         continue to hold voting securities in the surviving or resulting
         corporation (in the same relative proportions to each other as existed
         before such event) comprising eighty percent (80%) or more of the
         voting power for all purposes of the surviving or resulting
         corporation; or (d) the stockholders of Neoprobe approve a transfer of
         substantially all of the assets of Neoprobe to another person other
         than a transfer to a transferee, eighty percent (80%) or more of the
         voting power of which is owned or controlled by Neoprobe or by the
         holders of Neoprobe's voting securities issued and outstanding
         immediately before such transfer in the same relative proportions to
         each other as existed before such event.

6.       RIGHTS; STOCK DIVIDENDS. Except for the restrictions on transfer set
         forth in Section 2 and the possibility of forfeiture set forth in
         Section 3, upon the issuance of a certificate representing shares of
         Restricted Stock, you will have all other rights in such shares,
         including the right to vote such shares and receive dividends other
         than dividends on or distributions of shares of any class of stock
         issued by Neoprobe which dividends or distributions will be delivered
         to Neoprobe under the same restrictions on transfer and possibility of
         forfeitures as the shares of Restricted Stock from which they derive.

7.       TAXATION. Both you and we intend that the transactions provided for in
         this Agreement will be governed by the provisions of Section 83(a) of
         the Internal Revenue Code of 1986. You will have taxable income upon
         the vesting of Restricted Stock. At that time, you must pay to Neoprobe
         an amount equal to the required federal, state, and local tax
         withholding less any withholding otherwise made from your salary or
         bonus. You must satisfy any relevant withholding requirements before
         Neoprobe issues certificates representing vested shares of Restricted
         Stock to you.

8.       EMPLOYMENT AGREEMENT. This Agreement is not an employment agreement and
         nothing contained herein gives you any right to continue to be employed
         by or provide services to Neoprobe or affects the right of Neoprobe to
         terminate your employment or other relationship to you.

9.       PLAN CONTROLS. This Agreement is a Restricted Stock Purchase Agreement
         (as such term is defined in the Plan) under Article 7 of the Plan. The
         terms of this Agreement are subject to, and controlled by, the terms of
         the Plan, as it is now in effect or may be amended from time-to-time
         hereafter, which are incorporated herein as if they were set forth in
         full. Except as otherwise expressly set forth



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         herein, any words or phrases defined in the Plan have the same meanings
         in this Agreement. Neoprobe will provide you with a copy of the Plan
         promptly upon your written or oral request made to its principal
         financial officer.

10.      ARBITRATION. Any dispute or controversy arising under or in connection
         with this Agreement will be settled exclusively by arbitration in
         Columbus, Ohio, in accordance with the nonunion employment arbitration
         rules of the American Arbitration Association ("AAA") then in effect.
         If specific nonunion employment dispute rules are not in effect, then
         AAA commercial arbitration rules will govern the dispute. If the amount
         claimed exceeds $100,000, the arbitration will be before a panel of
         three arbitrators. Judgment may be entered on the arbitrator's award in
         any court having jurisdiction. Neoprobe will indemnify you against, and
         hold you harmless from, any attorney's fees, court costs and other
         expenses incurred by you in connection with the preparation,
         commencement, prosecution, defense or enforcement of any arbitration,
         award, confirmation or judgment in order to assert or defend any right
         or obtain any payment hereunder after the occurrence of a Change in
         Control of Neoprobe or under this sentence; without regard to the
         success of you or your attorney in any such arbitration or proceeding.

11.      MISCELLANEOUS. This Agreement sets forth the entire agreement of the
         parties with respect to the subject matter hereof and it supersedes and
         discharges all prior agreements (written and oral) and negotiations and
         all contemporaneous oral agreements concerning such subject matter.
         This Agreement may not be amended or terminated except by a writing
         signed by the party against whom any such amendment or termination is
         sought. If any one or more provisions of this Agreement are found to be
         illegal or unenforceable in any respect, the validity and
         enforceability of the remaining provisions hereof will not in any way
         be affected or impaired thereby. This Agreement will be governed by the
         laws of the State of Delaware.


Please acknowledge your acceptance of this Agreement by signing the enclosed
copy in the space provided below and returning it promptly to Neoprobe.


NEOPROBE CORPORATION



By:    /s/ Brent L. Larson
   ------------------------------
         Brent L. Larson
  Vice President, Finance - CFO







ACCEPTED AND AGREED TO AS OF
THE DATE FIRST SET FORTH ABOVE:



       /s/ David C. Bupp
--------------------------------
         David. C. Bupp



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