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                                                                 Exhibit 10.1.40


                                OPTION AGREEMENT
         THIS AGREEMENT entered into this 1st day of February 2000 between
Neoprobe Corporation, a Delaware corporation with principal offices at 425 Metro
Place North, Suite 300, Dublin, Ohio 43017-1331 (hereinafter "Neoprobe"), and
Reico Ltd. (acting as trustee for NuRIGS, Ltd.), Ramat Aviv Tower, 40 Einstein
Street, 8th Floor, Tel Aviv 69101, Israel (hereinafter "Reico").

         WHEREAS, Neoprobe has developed or has rights to certain proprietary
technology relating to radiotargeted surgery or radioimmunoguided surgery using
a radioactive monoclonal antibody or antibody fragment (the "RIGS(R)
technology");

         WHEREAS, Neoprobe has determined that it will not commercialize the
RIGS Technology without a development partner or through a licensee;

         WHEREAS, Reico is trustee for NuRIGS. Ltd. a company that will be
organized to develop products useful for radioimmunoguided surgical procedures;

         WHEREAS, Reico acting on behalf of NuRIGS is interested in evaluating
the RIGS technology to determine if Reico has an interest in acquiring exclusive
rights to such technology; and

         WHEREAS, Neoprobe is willing to allow Reico to evaluate the technology
with an option to acquire exclusive rights.

         NOW, THEREFORE, in consideration of the mutual covenants exchanged
herein, the parties agree as follows:

                             ARTICLE I. DEFINITIONS

1.01     Effective Date. The term "Effective Date" of this Agreement shall mean
         the date first written hereinabove.

1.02     Licensed Product. As used herein, the term "Licensed Product" means any
         composition or product that uses the Technology, is covered by Patent
         Rights, or the use of which would constitute, but for rights granted to
         Reico pursuant to a License Agreement, an infringement of a pending or
         issued claim within Patent Rights.

1.03     Patent Rights. As used herein, the term "Patent Rights" shall mean any
         United States or foreign patents or patent applications owned or
         controlled by Neoprobe relating to the "Technology" as well as
         renewals, reissues, reexaminations, extensions, and patents of addition
         and patents of importation relating thereto, including any and all
         other intellectual property rights in and to the Technology (except the
         Trademarks); the extent Patent Rights as of the Effective Date are
         listed in Schedule 1.03 attached hereto.

1.04     Schedules. The Schedules to this Agreement are listed below and are an
         integral part of this Agreement and are incorporated herein.


                    SCHEDULE NO.             DESCRIPTION
                    ------------             -----------
                       1.03             List of Patent Rights
                       1.06             List of Trademarks
                       2.03             Letter Of Instructions

1.05     Technology. As used herein, the term "Technology" shall mean all
         information and data owned and/or controlled by Neoprobe relating to
         radioguided surgery using a tissue specific radiolabeled monoclonal
         antibody (MAb), antibody fragment (FAb) or protein targeting agent,
         whether patentable or unpatentable, including but not limited to all
         development, preclinical, clinical and manufacturing data and
         information relating to CC49 MAb or HuCC49DCH2 FAb.

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1.06     Trademarks. As used herein, the term "Trademark" or "Trademarks" means
         the U.S. and foreign marks listed in Schedule 1.06 attached hereto.

                    ARTICLE II. OPTION GRANT AND PILOT STUDY

2.01     Option. Neoprobe hereby agrees to grant to Reico and does hereby grant
         to Reico, and Reico hereby accepts such grant, an "Option" to acquire
         an exclusive, irrevocable, perpetual (unless terminated for material
         breach) worldwide, royalty-bearing license to the Technology, Patent
         Rights, and Trademarks. The continuation of the validity of the Option
         granted in this Section 2.01 is contingent upon Reico making the
         payment specified by Section 3.01.

2.02     Option Period. Unless otherwise agreed to by the parties in writing,
         the term of the Option granted pursuant to Section 2.01 (the "Option
         Period") shall be the period running from the Effective Date to
         December 31, 2000.

2.03     Pilot Study. Immediately following signature hereof, Neoprobe shall
         instruct BioInvent AB, Sweden, by sending them a letter in the form of
         Schedule 2.03, to transfer the HuCC49DCH2 antibody fragment,
         manufacturing and testing files to The Ohio State University to the
         attention of Dr. Edward Martin and Dr. George Hinkle. It is recorded
         and agreed that such transfer is made for the purposes of a physician
         Investigated New Drug Pilot Study (the "Pilot Study") to be sponsored,
         managed and monitored by Reico. Reico shall incur all expenses related
         to the Pilot Study and shall be the sole owner of all data and
         intellectual property rights relating and deriving from the Pilot
         Study.

                           ARTICLE III. CONSIDERATION

3.01     Consideration. In consideration of the continuance validity of the
         Option granted herein, Reico shall pay Neoprobe a non-refundable
         payment of Fifty Thousand Dollars $50,000) due in two (2) equal
         payments, the first payment due on or before May 31, 2000 and the
         second payment due on or before August 31,2000. For the avoidance of
         doubt if Reico shall elect not to pay such non refundable payment the
         option shall expire, this Agreement shall terminate and Reico shall
         instruct The Ohio State University to return to Neoprobe all remaining
         HuCC49DCH2 antibody fragment, and in such event no party shall
         have any claims, contentions or demands against the other party in
         connection with this Agreement.

                            ARTICLE IV. DUE DILIGENCE

4.01     Completion of Due Diligence. Reico shall have until the end of the
         Option Period to complete its due diligence activities relating to the
         Technology, Patent Rights and Trademarks.

4.02     Exercise of Option. Reico shall have until December 31, 2000 to
         exercise the option granted to it pursuant to Section 2.01. Reico must
         notify Neoprobe in writing on or before December 31, 2000 if it will
         exercise the Option granted in Section 2.01. The exercise of the Option
         shall also be deemed as execution by the parties of the definitive
         license agreement referred to in Section 4.03 bellow as of the date of
         such exercise.

4.03     License Agreement. As soon as possible following signature, Neoprobe
         and Reico shall negotiate in good faith to arrive at the terms of a
         definitive written license agreement within sixty (60) days. The
         definitive license agreement shall contain, inter alia, the following
         terms:

         (a)      the license grant shall be an exclusive, worldwide,
                  irrevocable, perpetual (unless terminated for material breach)
                  license to the Patent Rights, Trademarks, and Technology for
                  use in radioimmunoguided surgical procedures;

         (b)      Reico shall have the right to sublicense;

         (c)      Reico shall make an upfront payment of nine hundred thousand
                  dollars ($900,000) upon execution of the license agreement by
                  the last of the parties to sign; this upfront payment shall be
                  nonrefundable and shall not be creditable against future
                  royalties;

         (d)      the license shall be royalty bearing for the period specified
                  in the definitive license agreement and the royalty rate shall
                  be the greater of five percent (5%) of the net ex-factory
                  price of Licensed Product to a distributor or thirty dollars
                  (US$30) per unit dose (as shall be determined in the
                  definitive license agreement) of Licensed Product;

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         (e)      Reico shall be responsible for all commercial development
                  costs for a Licensed Product and all payment of royalties to
                  National Cancer Institute and such other third parties (if at
                  all) specified in the definitive agreement and to the extent
                  so specified;

         (f)      Neoprobe agrees to take all steps necessary to transfer to
                  Reico any of Neoprobe's rights relating to the Technology or
                  Patent Rights including such rights which flow from third
                  party licenses to Neoprobe, including the assignment or other
                  transfer of license agreements with such third parties; and

         (g)      Reico shall be responsible for managing and maintaining the
                  Patent Rights and for all payments and fees associated
                  therewith.

4.04     Escrow. During the period of the option granted in this Agreement, in
         order to assure that Reico shall have access to the CC49 master
         cellbank, CC49 and HuCC49DCH2 cell lines (the "Materials"),
         Neoprobe shall enter into an agreement with BioInvent wherein BioInvent
         agrees to release to Reico the Materials in the event that Neoprobe
         shall suffer an "Insolvency Event" or otherwise be ordered by the
         arbitrator nominated pursuant to section 8.04 below or by a competent
         court. As used in this Section 4.04, the term "Insolvency Event" shall
         mean the occurrence of any of the following events:

         (a)      Neoprobe shall admit in writing its inability, or be generally
                  unable, to pay its debts as such debts become due; or

         (b)      Neoprobe shall (1) apply for or consent to the appointment of,
                  or the taking of possession by, a receiver, custodian, trustee
                  or liquidator of itself or of all or a substantial part of its
                  property, (2) make a general assignment for the benefit of its
                  creditors, (3) commence a voluntary case under the United
                  States Bankruptcy Code, as now or hereafter in effect (the
                  "Bankruptcy Code"), (4) file a petition seeking to take
                  advantage of any other law relating to bankruptcy, insolvency,
                  reorganization, winding-up, or composition or readjustment of
                  debts, (5) fail to controvert in a timely and appropriate
                  manner, or acquiesce in writing to, any petition filed against
                  it in any involuntary case under the Bankruptcy Code, or (6)
                  take any corporate action for the purpose of effecting any of
                  the foregoing; or

         (c)      A proceeding or case shall be commenced by or against Neoprobe
                  in any court of competent jurisdiction, seeking (1) its
                  liquidation, reorganization, dissolution or winding-up, or the
                  composition or readjustment of its debts, (2) the appointment
                  of a trustee, receiver, custodian, liquidator or the like of
                  Neoprobe or of all or any substantial part of its assets, or
                  (3) similar relief in respect of Neoprobe under any law
                  relating to bankruptcy, insolvency, reorganization,
                  winding-up, or composition or adjustment of debts, or an
                  order, judgment or decree approving or ordering any of the
                  foregoing shall be entered and continue unstayed and in effect
                  for a period of ninety (90) days; or an order for relief
                  against Neoprobe shall be entered in a case under the
                  Bankruptcy Code. The agreement with BioInvent shall require
                  Reico's prior written approval, and Reico shall have the right
                  to review and comment on the terms of the agreement with
                  BioInvent prior to its execution. All costs associated with
                  setting up and maintaining the escrow during the term of the
                  Option Agreement (up to $1,500) shall be the responsibility of
                  Reico. Reico shall have the right to inspect all Material
                  placed into escrow by Neoprobe prior to placement in escrow
                  and shall further be entitled to use such Material for the
                  purposes of the Pilot Study only. The escrow agreement shall
                  terminate upon the earlier of the expiration or termination of
                  the Option period, or the execution of a definitive license
                  agreement by Reico and Neoprobe pursuant to Section 4.03
                  herein.

                          ARTICLE V. TERM & TERMINATION

5.01     Term. This Agreement shall remain in effect from the Effective Date
         until December 31, 2000, or until the parties enter into a written
         license agreement pursuant to Section 4.03 covering the Technology,
         Patent Rights, and Trademarks, at which time it shall terminate.

5.02     Termination Does Not Affect Accrued Rights. Termination of this
         Agreement, pursuant to Section 4.02 or to any other provisions of this
         Agreement, shall not affect any rights or obligations which may have
         accrued to either party prior to the effective date of such termination
         or expiration.

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                           ARTICLE VI. CONFIDENTIALITY

6.01     Confidential Information. Except for the proper exercise of any rights
         granted or reserved under other provisions of this Agreement, each
         party agrees that it will take such precautions as it normally takes
         with its own confidential or proprietary information to keep
         confidential and not to publish or otherwise disclose to a third party
         except as permitted or anticipated herein, any information of a
         confidential or proprietary nature furnished by the other party to it
         in connection with this Agreement, including, without limitation,
         technology, marketing strategy, specifications, product information,
         preclinical and clinical data, inventions, processes, know-how, plans,
         trade secrets, and adverse reaction reports (together called
         "Confidential Information") without the prior written consent of the
         other party, except to the extent that such Confidential Information is
         required to be disclosed for the purpose of complying with law or
         government regulations.

6.02     Period of Confidentiality. The obligation of confidentiality hereunder
         shall remain in effect for three (3) years from the expiration or
         termination of this Agreement; provided, however, that nothing in this
         Article VI shall prevent disclosure or use by the receiving party of
         any part of the Confidential Information of the other party which:

         (a)      was known or used by the receiving party prior to disclosure,
                  as evidenced by its written records made prior to the time of
                  disclosure hereunder;

         (b)      either before or after the time of disclosure becomes known to
                  the public other than by an unauthorized act or omission of
                  the receiving party;

         (c)      is lawfully disclosed to the receiving party by a third party
                  having the right to disclose said Confidential Information; or

         (d)      is developed by the receiving party independently from the
                  Confidential Information provided by the other party hereto,
                  as evidenced by the receiving party's written records.

6.03     Right to Use Confidential Information. Notwithstanding the restrictions
         set forth in this Article VI, each party shall be entitled at all times
         to use all Confidential Information provided by the other party in
         order to perform its obligations or exercise its rights under this
         Agreement.

6.04     Public Announcement. No press releases or other public announcements
         concerning this Agreement shall be made by a party without the prior
         review and consent of the other party; such consent not to be
         unreasonably withheld.

6.05     Specific Terms Not To Be Disclosed. Neither Neoprobe nor Reico shall
         publicly disclose the specific terms of this Agreement other than what
         may be required by the Securities and Exchange Commission (SEC). Except
         as required by SEC filings, the transactions contemplated hereby or
         performance hereunder shall not be disclosed without first obtaining
         the written consent of the other party unless there has been a prior
         public disclosure of the information being disclosed by the other party
         or with the other party's consent. Disclosure of the specific terms of
         this Agreement to a third party must be under a written confidentiality
         agreement, the terms of which are equal in scope with this Article VI.

6.06     Notwithstanding anything to the contrary above Reico shall be entitled
         to make all statements and disclosure required in relation to this
         Agreement and the Technology for the purposes of fund raising from
         third parties including enabling such third parties to conduct due
         diligence relating to the Technology, Patent Rights and Trademarks.
         Disclosure of Confidential Information to a third party in connection
         with due diligence activities, fund raising or other investment
         activities must be made pursuant to a written confidentiality
         agreement, the terms of which are equal in scope with this Article VI.

                    ARTICLE VII. REPRESENTATIONS & WARRANTIES

7.01     Neoprobe Authorization. Neoprobe hereby represents and warrants that it
         is a corporation duly organized, validly existing and in good standing
         under the laws of the State of Delaware, and that the execution,
         delivery and performance of this Agreement have been fully authorized
         by the Board of Directors of Neoprobe and that there is no hindrance,
         by law, agreement or otherwise, preventing it from entering into this
         agreement and timely and fully fulfilling all its undertakings
         hereunder.

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7.02     Reico Authorization. Reico hereby represents and warrants that it is a
         corporation duly organized, validly existing and in good standing under
         the laws of the State of Israel, and that the execution, delivery and
         performance of this Agreement have been fully authorized by the Board
         of Directors of Reico and that there is no hindrance, by law, agreement
         or otherwise, preventing it from entering into this agreement and
         timely and fully fulfilling all its undertakings hereunder.

7.03     Neoprobe Representation. Neoprobe hereby represents that as of the
         Effective Date and at all times throughout the option period, to the
         best of its knowledge and belief, it owns or has rights to all Patent
         Rights necessary for implementation of this Agreement, including,
         without limitation, all items set forth in Schedule 1.03. Neoprobe
         further represents that upon exercise of the option granted herein by
         Reico, Neoprobe will take all steps necessary to transfer all of
         Neoprobe's rights to such Patent Rights to Reico. As part of the
         measures taken by Neoprobe to protect its intellectual property, each
         of Neoprobe's employees was required to sign a confidentiality
         undertaking towards Neoprobe relating to its intellectual property. All
         of Neoprobe's intellectual property rights in and to the Technology are
         free and clear from any encumbrances. In addition, to the best of
         Neoprobe's knowledge and belief, such intellectual property rights are
         valid and in full force and effect, and they do not interfere with,
         infringe upon, misappropriate, or otherwise come into conflict with any
         intellectual property rights of third parties. Neoprobe has not
         received any charge, complaint, claim, demand, or notice alleging any
         such interference, infringement, misappropriation, or violation
         (including any claim that Neoprobe must license or refrain from using
         any rights of any third party). To the best knowledge of Neoprobe, no
         third party has interfered with, infringed upon, misappropriated, or
         otherwise comes into conflict with any Intellectual Property rights of
         Neoprobe.

                           ARTICLE VIII. MISCELLANEOUS

8.01     Force Majeure. Except as specifically set forth herein, neither
         Neoprobe nor Reico shall be in default under this Agreement nor liable
         for any failure to perform or for delay in performance resulting from
         any cause beyond its reasonable control or due to compliance with any
         regulations, orders, or act of any federal, provincial, state or
         municipal government, or any department or agency thereof, civil or
         military authority; acts of God, acts or omissions of the other party,
         fires, floods or weather; strikes or lockouts; factory shutdowns,
         embargoes, wars, hostilities or riots; delays or shortages in
         transportation; or inability to obtain labor, manufacturing facilities
         or material, provided that it shall promptly notify the other party in
         writing with reasonable details of the force majeure circumstances and
         their expected duration.

8.02     Taxes. Each of the parties shall bear all taxes imposed on it as a
         result of its performance or receipt of funds under this Agreement
         including, but not restricted to, any sales tax, any tax on or measured
         by any royalty or other payment required to be made by it hereunder,
         any registration tax, any tax imposed with respect to the granting of
         or transfer of licenses or other rights hereunder or the payment or
         receipt of royalties hereunder. The parties shall cooperate fully with
         each other in obtaining and filing all requisite certificates and
         documents with the appropriate authorities and shall take such further
         action as may reasonably be necessary to avoid the deduction of any
         withholding or similar taxes from any remittance of funds by Neoprobe
         to Neoprobe hereunder.

8.03     Notice. All notices, proposals, submissions, offers, approvals,
         agreements, elections, consents, acceptances, waivers, reports, plans,
         requests, instructions and other communications required or permitted
         to be made or given hereunder (all of the foregoing hereinafter
         collectively referred to as "Communications") shall be in writing, and
         shall be deemed to have been duly made or given when: (i) delivered
         personally with receipt acknowledged; (ii) sent by registered or
         certified mail or equivalent, return receipt requested, or (iii) sent
         by facsimile or telex (which shall promptly be confirmed by a writing
         sent by regular mail), or (iv) sent by recognized overnight courier for
         delivery within twenty-four (24) hours, in each case addressed or sent
         to the parties at the following addresses and facsimile numbers or to
         such other or additional address or facsimile as any party shall
         hereafter specify by Communication to the other parties:


To:     Neoprobe Corporation                 To:   Reico Ltd. (Acting as
                                                   Trustee for NuRIGS Ltd.)
        David C. Bupp, President & CEO             Zwi Vromen, President
        Neoprobe Corporation                       Ramat Aviv Tower

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        425 Metro Place North, Suite 300           40 Einstein Street, 8th Floor
        Dublin, OH 43017 USA                       Tel Aviv 69101, ISRAEL

        Fax No: 614-793-7520                       Fax No:  972-3-643-9987


         Notice of change of address shall be deemed given when actually
         received, all other Communications shall be deemed to have been given,
         received and dated on the earlier of: (i) when actually received, or on
         the date when delivered personally; (ii) two (2) days after being sent
         by facsimile, cable, telex (each promptly confirmed by a writing as
         aforesaid) or (iii) three (3) days after sent by overnight courier; or
         (iv) five (5) business days after mailing.

8.04     Arbitration. In the event of a dispute between Neoprobe and Reico
         relating to a party's performance under this Agreement or a
         disagreement as to the meaning of any of the terms of this Agreement,
         the parties agree to hold good faith discussions to resolve such
         dispute. If the parties can not resolve such dispute within sixty (60)
         days after beginning good faith negotiations, the parties agree to
         submit the dispute to arbitration for final resolution. The arbitration
         shall be conducted by one (1) arbitrator in accordance with the
         commercial rules of the American Arbitration Association, which shall
         administer the arbitration and act as appointing authority. The
         arbitration, including the rendering of the award, shall take place in
         New York City, New York and such location shall be the exclusive forum
         for resolving such dispute, controversy or claim. The decision of the
         arbitrator shall be binding upon the parties hereto, and the expense of
         the arbitration shall be paid as the arbitrator determines. The
         decision of the arbitrator shall be executory, and judgment thereon may
         be entered by any court of competent jurisdiction. The arbitrator shall
         award attorneys' fees to the prevailing party.

8.05     Governing Law. This Agreement shall be construed and governed by the
         laws of the State of Ohio and subject to the provisions of Section
         8.04, adjudicated within the exclusive jurisdiction of the courts of
         the State of Ohio, Franklin County. If any provision of this Agreement
         including, but not limited to, the waiver of claims under any
         particular statute, should be deemed unenforceable, the remaining
         provisions shall, to the extent possible, be carried into effect,
         taking into account the general purpose and spirit of this Agreement.

8.06     Other Instruments. The parties hereto covenant and agree that they will
         execute such other and further instruments and documents as are or may
         become reasonably necessary or convenient to effectuate and carry out
         the provisions of this Agreement or may be reasonably requested by the
         other party.

8.07     Legal Construction. In case any one or more of the provisions contained
         in this Agreement shall be invalid or unenforceable in any respect, the
         validity and enforceability of the remaining provisions contained
         herein shall not in any way be affected or impaired thereby and the
         parties will attempt to agree upon a valid and enforceable provision
         which shall be a reasonable substitute for such invalid and
         unenforceable provision in light of the tenor of this Agreement, and,
         upon so agreeing, shall incorporate such substitute provision in this
         Agreement.

8.08     Agreement, Modification, Consents and Waivers. This Agreement
         supersedes all prior agreements, written or oral, between the parties
         whether with respect to the subject matter herein, and contains the
         entire agreement of the parties with respect to the subject matter
         hereof and, except as provided herein, no interpretation, change,
         termination or waiver of or extension of time for performance under any
         provision of this Agreement shall be binding upon any party unless in
         writing and signed by the party intended to be bound thereby. Receipt
         by any party of money or other consideration due under this Agreement,
         with or without knowledge of breach, shall not constitute a waiver of
         such breach or any provision of this Agreement. Except as otherwise
         provided in this Agreement, no waiver of or other failure to exercise
         any right under, or default or extension of time for performance under,
         any provision of this Agreement shall affect the right of any party to
         exercise any subsequent right under or otherwise enforce said provision
         or any other provision hereof or to exercise any right or remedy in the
         event of any other default, whether or not similar.

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8.09     Relationship. Nothing contained in this Agreement shall be deemed to
         create a partnership or joint venture between the parties, and each of
         the parties shall in all matters connected herewith be independent
         contractors. Neither of the parties hereto shall hold itself out as the
         agent of the other, nor shall either of the parties incur any
         indebtedness or obligation in the name of, or which shall be binding on
         the other, without the prior written consent of the other. No
         employees, agents, or sales representatives of either party shall be
         deemed employees, agents or sales representatives of the other party.

8.10     Section Headings; Construction. The section headings and titles
         contained herein are each for reference only and shall not be deemed to
         affect the meaning or interpretation of this Agreement. The words
         "hereby", "herein", "hereinabove", "hereinafter", "hereof" and
         "hereunder, when used anywhere in this Agreement, refer to this
         Agreement as a whole and not merely to a subdivision in which such
         words appear, unless the context otherwise requires. The singular shall
         include the plural, the conjunctive shall include the disjunctive and
         the masculine gender shall include the feminine and neuter, and vice
         versa, unless the context otherwise requires.

8.11     Execution Counterparts. This Agreement may be executed in any number of
         counterparts and each duplicate counterpart shall constitute an
         original, any one of which may be introduced in evidence or used for
         any other purpose without the production of its duplicate counterpart.
         Moreover, notwithstanding that any of the parties did not execute the
         same counterpart, each counterpart shall be deemed for all purposes to
         be an original, and all such counterparts shall constitute one and the
         same instrument, binding on all of the parties hereto.

8.12     Consents and Approval. Unless otherwise expressly provided herein and
         subject to the provisions of Section 6.04 above, whenever in this
         Agreement a consent or approval is to be given by any party hereto,
         such consent or approval may be given or withheld, as the case may be,
         in the sole and absolute discretion of such party.

                     ARTICLE IX. BINDING EFFECT, ASSIGNMENT

9.01     Binding Effect, Assignment. This Agreement shall inure to the benefit
         and be binding upon each of the parties hereto and their respective
         successors and assigns. Neither this Agreement, nor any of the rights
         and obligations under this Agreement, may be assigned, transferred or
         otherwise disposed of by either party without the prior consent of the
         other party, unless such assignment, transfer or disposition is to a
         successor to all the business and assets of the transferor; provided
         that, such successor shall in any event agree in writing with the other
         party to assume all obligations of the transferor under this Agreement
         in a manner satisfactory to the other party. Subject to the foregoing
         limitations, the Agreement shall be binding upon and to the benefit of
         the respective successors and assigns of the parties. Notwithstanding
         the above, Reico may at all times and at its sole discretion transfer
         and assign this Agreement and its rights and obligations thereunder to
         NuRIGS.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officer hereunto duly authorized as of the date first
written hereinabove.



NEOPROBE CORPORATION                                 Reico LTD.

By:      /s/ David C. Bupp                           /s/ Zwi Vromen
         ------------------------------              ---------------------
         David C. Bupp, President & CEO              Zwi Vromen, President




DCB:bg