SERIES A CONVERTIBLE PROMISSORY NOTE DUE JANUARY 7, 200

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS

FOR VALUE RECEIVED, the undersigned, NEOPROBE CORPORATION, a Delaware corporation (the “Borrower” ), hereby promises to pay to the order of _________________ (“__________”), a ______________, or its registered assigns (the “Holder” ), the principal sum of __________________________ DOLLARS ($____________) together with interest as hereinafter provided. The Borrower promises to pay the principal sum and the interest thereon at the time(s) and in the manner(s) hereinafter provided.

1.    Purchase Agreement . This Convertible Promissory Note (the “Note” ) is issued by the Borrower, as of the date hereof, pursuant to the Securities Purchase Agreement, dated as of December 13, 2004 by and among the Borrower, Biomedical Value Fund, L.P., Biomedical Offshore Value Fund, Ltd. and David C. Bupp, as amended by Amendment (the “Amendment” ) dated as of November 30, 2006 (as so amended by the Amendment, the “Purchase Agreement” ), and is subject to the terms thereof. This Note, together with all other promissory notes issued under the Purchase Agreement, and all promissory notes issued pursuant to paragraph 12 hereof or thereof are hereinafter referred to as the “Notes.” The obligations of Borrower under this Note are secured pursuant to a Security Agreement dated December 13, 2004 by and among the Borrower, Biomedical Value Fund, L.P., Biomedical Offshore Value Fund, Ltd. and David C. Bupp. The Holder is entitled to the benefits of this Note and the Purchase Agreement, as it relates to the Note and the Security Agreement, and may enforce the agreements of the Borrower contained herein and therein and exercise the remedies provided for hereby and thereby or otherwise available in respect hereto and thereto. Capitalized terms used herein without definition are used herein with the meanings ascribed to such terms in the Purchase Agreement.

2.    Interest .

(a)    Basic Interest .  

(i)    The Borrower promises to pay interest on the principal amount of this Note at the rate of 8% per annum, which shall increase to 12% per annum effective on (and including) the date of the Amendment. The Borrower shall pay accrued interest quarterly on each March 31, June 30, September 30 and December 31 of each year or, if any such date shall not be a Business Day, on the next succeeding Business Day to occur after such date (each date upon which interest shall be so payable, an “Interest Payment Date” ), beginning on December 31, 2004. Interest on this Note shall be paid by wire transfer of immediately available funds to an account at a bank designated in writing by the Holder. In the absence of any such written designation, any such Interest payment shall be deemed made on the date a check in the applicable amount payable to the order of Holder is received by the Holder at its last address as reflected in Borrower’s note register; if no such address appears, then to such Holder in care of the last address in such note register of any predecessor holder of this Note (or its predecessor). Interest on this Note shall accrue from and including the date of issuance through and until repayment of the principal and payment of all accrued interest in full. Interest shall accrue and be computed on the basis of a 360-day year of twelve 30-day months.

(ii)    The foregoing to the contrary notwithstanding, if on any Interest Payment Date the Current Market Price per share of Common Stock is equal to or greater than $1.00, at Borrower’s election, the interest then due may be accrued and not paid by the Borrower on such Interest Payment Date and the aggregate of such amount so accrued shall be added to the principal sum hereof on such Interest Payment Date as additional principal (the “Additional Principal” ) to be paid in accordance with the provisions of Section 3 hereinbelow. Interest shall accrue and be payable on the outstanding balance of the Additional Principal as set forth in Section 2(a)(i).

(b)    Default Rate of Interest . Except with respect to interest accruing pursuant to Section 2(a)(ii), but subject to applicable law, any overdue principal of and overdue interest on this Note shall bear interest, payable on demand in immediately available funds, for each day from the date payment thereof was due to the date of actual payment, at a rate equal to the rate of interest otherwise in effect pursuant to the first sentence of this Section 2 plus 2% per annum, and, upon and during the occurrence of an Event of Default (as hereinafter defined), this Note shall bear interest, from the date of the occurrence of such Event of Default until such Event of Default is cured or waived, payable on demand in immediately available funds, at a rate equal to the rate of interest otherwise in effect pursuant to the first sentence of this Section 2 plus 2% per annum. Subject to applicable law, any interest that shall accrue on overdue interest on this Note as provided in the preceding sentence and shall not have been paid in full on or before the next Interest Payment Date to occur after the Interest Payment Date on which the overdue interest became due and payable shall itself be deemed to be overdue interest on this Note to which the preceding sentence shall apply.

(c)    No Usurious Interest . In the event that any interest rate provided for herein shall be determined to be unlawful, such interest rate shall be computed at the highest rate permitted by applicable law. Any payment by the Borrower of any interest amount in excess of that permitted by law shall be considered a mistake, with the excess being applied to the principal of this Note without prepayment premium or penalty; if no such principal amount is outstanding, such excess shall be returned to Borrower.

3.    Principal Payments . Prior to the Maturity Date, the Borrower shall make repayments of the principal sum in installments on the following dates and in the following amounts to the BV Funds:

The remaining principal balance, including any Additional Principal, shall be due and payable on January 7, 2009 (the “Maturity Date” ).

4.    Prepayments .

(a)    Mandatory Prepayments . The principal balance of this Note outstanding at any time shall be prepaid as follows:

(i)    Simultaneously with the closing of any Asset Disposition (as such term is defined in the Purchase Agreement) if feasible, or as soon after such closing as practicable, but in no event more than five (5) Business Days thereafter, the Company shall prepay principal in an amount equal to at least 50% of the Net Proceeds (as such term is defined in the Purchase Agreement). Such prepayment shall be applied pro rata to the then outstanding balance of each scheduled principal payment (including the payment due on the Maturity Date) provided in Section 3.

(ii)    Simultaneously with the closing of any Partnering Transaction (as such term is defined in the Purchase Agreement) if feasible, or as soon after such closing as practicable, but in no event more than five (5) Business Days thereafter, the Company shall prepay principal in an amount equal to at least 50% of the Partnering Proceeds (as such term is defined in the Purchase Agreement). Such prepayment shall be applied pro rata to the then outstanding balance of each scheduled principal payment (including the payment due on the Maturity Date) provided in Section 3.

(iii)    Simultaneously with the closing of any Equity Sale (as such term is defined in the Purchase Agreement) if feasible, or as soon after such closing as practicable, but in no event more than five (5) Business Days thereafter, the Company shall prepay principal in an amount equal to at least 50% of the Equity Proceeds (as such term is defined in the Purchase Agreement). Such prepayment shall be applied to the then outstanding balance of the scheduled principal payments (including the payment due on the Maturity Date) provided in Section 3, in the order of their maturity provided in Section 3.

(b)    Optional Prepayments . The principal balance of this Note outstanding at any time may be prepaid in whole or in part, at the option of the Company, as provided in this Section 4(b). If the Borrower desires to make a prepayment under this Section 4(b), the Borrower shall give the Holder written notice thereof at least ten (10) Business Days in advance of making such prepayment, stating the amount of the principal that the Borrower intends to prepay (the “Prepayment Amount” ) and the date on which the prepayment will be made (the “Prepayment Date” ). Not less than five (5) Business Days in advance of the Prepayment Date, the Holder may elect to exercise its right to convert the Prepayment Amount into Common Stock as provided in Section 7(a) below. If the Holder does not timely elect to exercise its conversion right as provided in the preceding sentence, the Borrower will pay the Prepayment Amount on the Prepayment Date, and the Prepayment Amount will be credited against the remaining installments of principal payable under Section 3 in the order in which such installments are due. If the Borrower fails to pay the Prepayment Amount on the Prepayment Date, the Borrower may not prepay that amount or any other amount without first providing the notice and opportunity to convert required by this Section 4(b).

5.    Amendment . Any amendment, supplement or modification of or to any provision of this Note, any waiver of any provision of this Note, and any consent to any departure by any party from the terms of any provision of this Note, may be made only in the manner provided in Section 11.4 of the Purchase Agreement, and then such amendment, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

6.    Defaults and Remedies .

(a)    Events of Default . An “Event of Default” shall occur if:

(i)    the Borrower shall default in the payment of the principal of this Note, when and as the same shall become due and payable, whether at maturity, at a date fixed for payment of any installment of principal, on the date that any Mandatory Prepayment is due pursuant to Section 4(a), or by acceleration or otherwise, and such default shall continue for a period of 5 business days; or

(ii)    the Borrower shall default in the payment of any installment of interest on this Note according to its terms, when and as the same shall become due and payable and such default shall continue for a period of 5 business days; or

(iii)    the Borrower shall default in the due observance or performance of any covenant to be observed or performed pursuant to Article 9 of the Purchase Agreement; or

(iv)    the Borrower or any of its subsidiaries shall default in the due observance or performance of any other covenant, condition or agreement on the part of the Borrower or any of its subsidiaries to be observed or performed pursuant to the terms hereof or pursuant to the terms of the Purchase Agreement or any of the Transaction Documents (other than those referred to in clauses (i), (ii) or (iii) of this Section 6(a)), and such default shall continue for 30 days after the earliest of (A) the date the Borrower is required pursuant to the Transaction Documents or otherwise to give notice thereof to the Holder (whether or not such notice is actually given) or (B) the date of written notice thereof, specifying such default and, if such default is capable of being remedied, requesting that the same be remedied, shall have been given to the Borrower by the Holder; or

(v)    any representation, warranty or certification made by or on behalf of the Borrower or any of its subsidiaries in the Purchase Agreement, this Note, the Transaction Documents or in any certificate or other document delivered pursuant hereto or thereto shall have been incorrect in any material respect when made; or

(vi)    any event or condition shall occur that results in (A) the acceleration of the maturity of any Indebtedness of the Borrower or any of its subsidiaries, or (B) a default of any Indebtedness of the Borrower or any of its subsidiaries, which continues beyond any applicable period of cure and which would permit the holder to accelerate (automatically or upon notice and declaration) such Indebtedness, in either case in a principal amount aggregating $100,000 or more; or

(vii)    any uninsured damage to or loss, theft or destruction of any assets of the Borrower or any of its subsidiaries shall occur that is in excess of $150,000; or

(viii)    an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (a) relief in respect of the Borrower or any of its subsidiaries, or of a substantial part of its property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its subsidiaries, or for a substantial part of its property or assets, or (c) the winding up or liquidation of the Borrower or any of its subsidiaries; and such proceeding or petition shall continue undismissed for 60 days, or an order or decree approving or ordering any of the foregoing shall be entered; or

(ix)    the Borrower or any of its subsidiaries shall (a) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in paragraph (viii) of this Section 6(a), (c) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its subsidiaries, or for a substantial part of their property or assets, (d) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (e) make a general assignment for the benefit of creditors, (f) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (g) take any action for the purpose of effecting any of the foregoing; or

(x)    one or more judgments for the payment of money in an aggregate amount in excess of $150,000 (to the extent not covered by insurance) shall be rendered against the Borrower or any of its subsidiaries and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Borrower or any of its subsidiaries to enforce any such judgment.

(b)    Acceleration . If an Event of Default occurs under Section 6(a)(viii) or (ix), then the outstanding principal of and all accrued interest on this Note shall automatically become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. If any other Event of Default occurs and is continuing the Holder, by written notice to the Borrower, may declare the principal of and accrued interest on this Note to be immediately due and payable. Upon such declaration, such principal and interest shall become immediately due and payable. The Holder may rescind an acceleration and its consequences if all existing Events of Default, except nonpayment of principal or interest that has become due solely because of the acceleration, have been cured or waived and if the rescission would not conflict with any judgment or decree. Any notice or rescission shall be given in the manner specified in Section 15.

7.    Conversion .

(a)    Holder’s Right To Convert .

(i)    The principal amount of this Note shall be convertible, at the option of the Holder, at any time, or from time to time, in whole or in part, into that number of shares of the Common Stock $.001 par value per share (the “Common Stock” ), equal to a fraction, the numerator of which is the amount of the principal to be converted and the denominator of which is $0.40 as ad