Edgar Filing: NEOPROBE CORP

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

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[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
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Neoprobe Corporation
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement)

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2002 ANNUAL MEETING OF STOCKHOLDERS

May 10, 2002

Dear Stockholder:

You are cordially invited to attend the 2002 Annual Meeting of
Stockholders of Neoprobe Corporation which will be held at 9:00 a.m., Eastern
Daylight Time, on June 20, 2002 at the Embassy Suites Hotel, 5100 Upper Metro
Place, Dublin, Ohio 43017 (phone: 614.790.9000). The matters on the meeting
agenda are described in the Notice of 2002 Annual Meeting of Stockholders and
proxy statement which accompany this letter.

We hope you will be able to attend the meeting, but whatever your
plans, we ask that you please complete, execute, and date the enclosed proxy
card and return it in the envelope provided so that your shares will be
represented at the meeting.

Very truly yours,

David C. Bupp
Chief Executive Officer and President

NEOPROBE CORPORATION
425 METRO PLACE NORTH, SUITE 300
DUBLIN, OHIO 43017

NOTICE OF 2002 ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS OF
NEOPROBE CORPORATION:

The Annual Meeting of the Stockholders of Neoprobe Corporation, a
Delaware corporation (the Company), will be held at the Embassy Suites Hotel,
5100 Upper Metro Place, Dublin, Ohio 43017 (phone: 614.790.9000), on June 20,
2002, at 9:00 a.m., Eastern Daylight Time, for the following purposes:

1. To elect two directors, each to serve for a term of three
years or until his or her successor is duly elected and
qualified;

2. To approve and adopt the Company's 2002 Stock Incentive Plan;

3. To increase the authorized number of shares of the Company
from 55,000,000 to 80,000,000, consisting of 75,000,000 shares
of common stock, $.001 par value, and 5,000,000 shares of
preferred stock, $.001 par value; and,

4. To transact such other business as may properly come before
the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on April 26, 2002,
as the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting and any adjournment thereof. A list of
stockholders will be available for examination by any stockholder at the Annual
Meeting and for a period of 10 days before the Annual Meeting at the executive
offices of the Company.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN, DATE,
AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED.

By Order of the Board of Directors

David C. Bupp
Chief Executive Officer and President

Dublin, Ohio
May 10, 2002

NEOPROBE CORPORATION

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2002 ANNUAL MEETING OF STOCKHOLDERS

JUNE 20, 2002

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PROXY STATEMENT

DATED MAY 10, 2002

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GENERAL INFORMATION

Solicitation. This proxy statement is furnished to the stockholders of
Neoprobe Corporation, a Delaware corporation, in connection with the
solicitation by the Board of Directors of the Company of proxies to be voted at
the Company's 2002 Annual Meeting of Stockholders to be held on June 20, 2002,
and any adjournment thereof. This proxy statement and the accompanying proxy
card are first being mailed to stockholders on or about May 10, 2002.

Company Address. The mailing address of our principal executive offices
is 425 Metro Place North, Suite 300, Dublin, Ohio 43017.

Voting Rights. Stockholders of record at the close of business on April 26,
2002, are entitled to notice of and to vote at the Annual Meeting. As of that
date, there were __________ shares of common stock of the Company, par value
$.001 per share, outstanding. Each holder of common stock of record on April 26,
2002, is entitled to one vote per share held with respect to all matters which
may be brought before the Annual Meeting.

Authorization. The shares represented by the accompanying proxy will be
voted as directed if the proxy is properly completed, signed, and received by
us. If no directions are made to the contrary, your proxy will be voted FOR each
of the proposals set forth in the Notice of Annual Meeting of Stockholders. The
proxy will also be voted at the discretion of the persons acting under the proxy
to transact such other business as may properly come before the Annual Meeting
and any adjournment thereof.

Revocation. Any stockholder returning the accompanying proxy has the power
to revoke it at any time before its exercise by giving notice of revocation to
the Company, by duly executing and delivering to the Company a proxy card
bearing a later date, or by voting in person at the Annual Meeting.

Tabulation. Under Section 216 of the Delaware General Corporation Law
(DGCL) and our by-laws, the presence, in person or by proxy, of a majority of
the outstanding shares of our common stock is necessary to constitute a quorum
for the transaction of business at the Annual Meeting. Shares represented by
signed proxies that are returned to the Company will be counted toward the
quorum in all matters even though they are marked as "Abstain," "Against" or
"Withhold Authority" on one or more or all matters or they are not marked at all
(see General Information-Authorization). Broker/dealers, who hold their
customers' shares in street name, may, under the applicable rules of the
exchanges and other self-regulatory organizations of which such broker/dealers
are members, sign and submit proxies for such shares and may vote such shares on
routine matters, which, under such rules, typically include the election of
directors, but broker/dealers may not vote such shares on other matters without
specific instructions from the customer who owns such shares. Proxies signed and
submitted by broker/dealers that have not been voted on certain matters as
described in the previous sentence are referred to as broker non-votes. Such
proxies count toward the establishment of a quorum.

Under Section 216 of the DGCL and our by-laws, the election of the director
nominees requires the favorable vote of a plurality of all votes cast by the
holders of our common stock at a meeting at which a quorum is present. Proxies
that are marked "Withhold Authority" and broker non-votes will not be counted
toward a nominee's achievement of a plurality and, thus, will have no effect.
Under Section 242 of the DGCL, the amendment to our Restated Certificate of
Incorporation requires the favorable vote of holders of a majority of our common
stock. Each other matter to be submitted to our stockholders for approval or
ratification at the Annual Meeting requires the affirmative vote of the holders
of a majority of the shares of our common stock present in person or by proxy
and entitled to vote on the matter. For purposes of determining the number of
shares of our common stock voting on these matters, abstentions will be counted
and will have the effect of a negative vote; broker non-votes will not be
counted and, thus, will have no effect.

ELECTION OF DIRECTORS

NOMINEES FOR ELECTION AS DIRECTORS

We presently have nine directors on our Board of Directors, comprised of
three directors in each of three classes, with terms expiring at the Annual
Meeting in 2002, 2003 and 2004, respectively. Effective upon the adjournment of
the Annual Meeting, we will have eight directors on our Board of Directors,
comprised of three directors in each of two classes and two directors in a third
class, with terms expiring at the Annual Meeting in 2003, 2004 and 2005,
respectively. At the Annual Meeting, the nominees to the Board of Directors
receiving the highest number of votes will be elected as directors to terms of
three years expiring in 2005.

Nancy E. Katz and Fred B. Miller are currently directors of the Company and
are being nominated by our Board of Directors for re-election as directors, each
to serve for a term of three years.

It is intended that, unless otherwise directed, the shares represented by
the enclosed proxy will be voted FOR the election of Ms. Katz and Mr. Miller. We
have no reason to believe that any nominee will not stand for election or serve
as a director. In the event that a nominee fails to stand for election, the
proxies will be voted for the election of another person designated by the
persons named in the proxy. See General Information-Tabulation.

THE BOARD OF DIRECTORS HAS NOMINATED THE FOLLOWING PERSONS TO SERVE AS DIRECTORS
OF THE COMPANY UNTIL THE 2005 ANNUAL MEETING:

NANCY E. KATZ, age 42, has served as a director of our company since January
2001. Ms. Katz currently serves as President, Chief Executive Officer and a
director of Calypte Biomedical Corporation. Ms. Katz joined Calypte in October
1999 as President, Chief Operating Officer and Chief Financial Officer. Prior to
joining Calypte, Ms. Katz served as President and Chief Operating Officer of
Zila Pharm Inc. From 1997 to 1998, Ms. Katz served as Vice President of Sales &
Marketing of LifeScan (the diabetes testing division of Johnson & Johnson) and
Vice President of U.S. Marketing, directing LifeScan's marketing and customer
call center departments from 1995 to 1997. During her seven-year career at
Schering-Plough Healthcare Products from 1987 to 1994, she held numerous
positions including Senior Director & General Manager, Marketing Director for
Footcare New Products, and Product Director of OTC New Products. Ms. Katz also
held various product management positions at American Home Products from 1981 to
1987. Ms. Katz received her B.A. in Business Administration from the University
of South Florida.

FRED B. MILLER, age 62, has served as a director of our company since January
2002. Mr. Miller is the President and Chief Operating officer of Seicon,
Limited, a privately held company that specializes in developing, applying and
licensing technology to reduce seismic and mechanically induced vibration. Mr.
Miller also serves on the boards of two other privately held companies. Until
his retirement in 1995, Mr. Miller had been with Price Waterhouse LLP since
1962. Mr. Miller is a Certified Public Accountant, a member of the American
Institute of Certified Public Accountants (AICPA), a past member of the Council
of the AICPA and a member and past president of the Ohio Society of Certified
Public Accountants. He

also has served on the boards or advisory committees of several universities and
not-for-profit organizations. Mr. Miller has a B.S. degree in Accounting from
the Ohio State University.

DIRECTORS WHOSE TERMS CONTINUE UNTIL THE 2004 ANNUAL MEETING:

REUVEN AVITAL, age 50, has served as a director of our company since January
2002. Mr. Avital is a partner and general manager of Ma'Aragim Enterprises Ltd.,
an investment company in Israel, through which he is a member of the board of
Neoprobe as well as a number of privately held and Israeli public companies,
three of them in the medical device field. Mr. Avital was a board member of
Cardiosonix, Ltd. from April 2001 through December 31, 2001, when the company
was acquired by Neoprobe. Previously, Mr. Avital served in the Israeli
government in a variety of middle and senior management positions. He is also
chairman or board member of several not-for-profit organizations, mainly
involved in education for the under-privileged and international peace-building.
Mr. Avital has B.A. degrees in The History of the Middle East and International
Relations from the Hebrew University of Jerusalem, and a MPA from the Kennedy
School of Government at Harvard University.

DAVID C. BUPP, age 52, has served as President and a director of our company
since August 1992 and as Chief Executive Officer since February 1998. From
August 1992 to May 1993, Mr. Bupp served as Treasurer of our company. In
addition to the foregoing positions, from December 1991 to August 1992, he was
Acting President, Executive Vice President, Chief Operating Officer and
Treasurer, and from December 1989 to December 1991, he was Vice President,
Finance and Chief Financial Officer. From 1982 to December 1989, Mr. Bupp was
Senior Vice President, Regional Manager for AmeriTrust Company National
Association, a nationally chartered bank holding company, where he was in charge
of commercial banking operations throughout Central Ohio. Mr. Bupp has a B.A.
degree in Economics from Ohio Wesleyan University. Mr. Bupp completed a course
of study at Stonier Graduate School of Banking at Rutgers University.

JULIUS R. KREVANS, M.D., age 77, has served as a director of our company since
May 1994 and as Chairman of the Board of Directors of our company since February
1999. Dr. Krevans served as Chancellor of the University of California, San
Francisco from July 1982 until May 1993, and now serves on the faculty of that
institution's School of Medicine. Prior to his appointment as Chancellor, Dr.
Krevans served as a Professor of Medicine and Dean of the School of Medicine at
the University of California, San Francisco from 1971 to 1982. Dr. Krevans is a
member of the Institute of Medicine, National Academy of Sciences, and led its
committee for the National Research Agenda on Aging until 1991. He is Chairman
of the Bay Area Economic Forum, a member of the Medical Panel of A.P. Giannini
Foundation, and a member of the Board of Directors of the Bay Area BioScience
Center. Dr. Krevans has a B.S. degree and a M.D. degree, both from New York
University. Dr. Krevans also serves on the Board of Directors and the
compensation committee of Calypte Biomedical Corporation (Calypte). Nancy E.
Katz, a director of our company, is President and Chief Executive Officer of
Calypte.

DIRECTORS WHOSE TERMS CONTINUE UNTIL THE 2003 ANNUAL MEETING:

JOHN S. CHRISTIE, age 52, has served as a director of our company since May
1997. Mr. Christie has served as President, Chief Operating Officer and a
director of Worthington Industries, Inc. since June 1999. Mr. Christie served as
President of JMAC, Inc., an investment holding company, from September 1995 to
June 1999. From August 1988 until September 1995, he was a Senior Vice President
of Battelle Memorial Institute. Mr. Christie also serves as a director of
Karrington Health, Inc. Mr. Christie has a B.S. degree in Business
Administration from Miami University and a MBA from Emory University.

DAN MANOR, PH.D., age 42, has served as a director of our company since January
2002. Dr. Manor also serves as the President and Chief Executive Officer of
Cardiosonix, Ltd., a wholly owned subsidiary of Neoprobe. Prior to founding
Cardiosonix in 1998, Dr. Manor served as Managing Director of Medical Dynamics
Ltd., a privately held Israeli company specializing in developing pneumatic
blood flow assist devices, from founding in 1996 through its sale in 1998. From
1995 through 1996, Dr. Manor served as Products Manager and Medical Director of
an ultrasound company. Dr. Manor started his career as a researcher, working at
various institutions, including Rambam Medical Center and the Heart Research

Center, Technion-Israel Institute of Technology (IIT), Haifa, Israel. He spent
the next several years at the Department of Physiology, University of North
Texas Health Science Center at Fort Worth, Texas as a Research Assistant
Professor. Dr. Manor has a B.Sc. in Aeronautical Engineering, a M.S. and a Ph.D.
in Biomedical Engineering from the Technion-IIT. He is the recipient of numerous
awards including the Wolf Foundation award for excellence in research.

J. FRANK WHITLEY, JR., age 59, has served as a director of our company since May
1994. Mr. Whitley was Director of Mergers, Acquisitions and Licensing at The Dow
Chemical Company (Dow), a multinational chemical company, from June 1993 until
his retirement in June 1997. After joining Dow in 1965, Mr. Whitley served in a
variety of marketing, financial, and business management functions. Mr. Whitley
has a B.S. degree in Mathematics from Lamar State University.

INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND EXECUTIVE OFFICERS

BOARD OF DIRECTORS MEETINGS

Our Board of Directors held a total of five meetings in fiscal 2001 and
each of the directors attended at least 75 percent of the aggregate number of
meetings of the Board of Directors and committees (if any) on which he or she
served.

COMPENSATION OF NON-EMPLOYEE DIRECTORS

In 2001, the Chairman of the Board of Directors of our company received
$2,000 per board meeting attended in person and other non-employee directors
received $1,000 each per meeting attended in person. We also paid directors $500
each per committee meeting attended in person during 2001. We did not pay
directors for telephonic participation in board or committee meetings in 2001.
We also reimbursed non-employee directors for travel expenses for meetings
attended during 2001. In addition, the Chairman and each non-employee director
received 30,000 and 15,000 options, respectively, to purchase common stock as a
part of our annual stock incentive grants. Options granted to purchase common
stock vest on an annual basis over a three-year period and have an exercise
price equal to no less than the market price of common stock at the date of
grant.

Directors who are also officers or employees of our company do not
receive any compensation for their services as directors.

COMMITTEES

The Company has a standing Audit Committee and a standing Compensation
Committee. The Company does not have a standing committee whose functions
include nominating directors.

Audit Committee

The Audit Committee of the Board of Directors recommends the annual
appointment of our independent public accountants with whom the audit committee
reviews the scope of audit and non-audit assignments and related fees, the
accounting principles that our Company uses in financial reporting, internal
financial auditing procedures and the adequacy of our internal control
procedures. The members of the Company's audit committee are: Fred B. Miller
(Chairman), Reuven Avital, John S. Christie, and J. Frank Whitley. The audit
committee held five meetings in fiscal 2001.

Compensation Committee

The Compensation Committee establishes the compensation of all employees
and consultants of the Company, administers and interprets the Company's Amended
and Restated Stock Option and Restricted

Stock Purchase Plan and the 1996 Stock Incentive Plan and takes any action that
is permitted to be taken by a committee of the Board of Directors under the
terms of such plan, including the granting of options. The members of the
Compensation Committee are Nancy E. Katz, Julius R. Krevans and Michael P.
Moore, each of whom is an independent director. The Compensation Committee held
two meetings in fiscal 2001.

EXECUTIVE OFFICERS

In addition to Mr. Bupp, the following individuals are executive
officers of our company and serve in the position(s) indicated below:

NAME AGE POSITION
---- --- --------

Carl M. Bosch 45 Vice President, Instrument Development

Rodger A. Brown 51 Vice President, Regulatory Affairs and
Quality Assurance

Brent L. Larson 39 Vice President, Finance, Chief Financial Officer,
Treasurer and Assistant Secretary

CARL M. BOSCH has served as Vice President, Instrument Development of our
company since March 2000. Prior to that, Mr. Bosch served as our Director,
Instrument Development from May 1998 to March 2000. Before joining our company,
Mr. Bosch was employed by GE Medical Systems from 1994 to 1998 where he served
as Manager, Nuclear Programs. From 1977 to 1994, Mr. Bosch was employed by GE
Aerospace in several engineering and management functions. Mr. Bosch has a B.S.
degree in Electrical Engineering from Lehigh University and a M.S. degree in
Systems Engineering from the University of Pennsylvania.

RODGER A. BROWN has served as Vice President, Regulatory Affairs and Quality
Assurance of our company since November 2000. From July 1998 through November
2000, Mr. Brown served as Director, Regulatory Affairs. Prior to joining our
company, Mr. Brown served as Director of Operations for Biocore Medical
Technologies, Inc. from April 1997 to April 1998. From 1981 through 1996, Mr.
Brown served as Director, Regulatory Affairs/Quality Assurance for E for M
Corporation, a subsidiary of Marquette Electronics, Inc.

BRENT L. LARSON has served as Vice President, Finance and Chief Financial
Officer of our company since February 1999. Prior to that, he served as Vice
President, Finance from July 1998 to January 1999 and as Controller from July
1996 to June 1998. Before joining our company, Mr. Larson was employed by Price
Waterhouse LLP. Mr. Larson has a B.B.A. degree in Accounting from Iowa State
University of Science and Technology and is a Certified Public Accountant.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS,
NOMINEES AND EXECUTIVE OFFICERS

The following table sets forth, as of March 31, 2002, certain information
with respect to the beneficial ownership of shares of common stock by (i) each
person known to us to be the beneficial owner of more than 5 percent of our
outstanding shares of common stock, (ii) each director or nominee for director
of our company, (iii) each of the Named Executives (see Executive
Compensation--Summary Compensation Table), and (iv) our company's directors and
executive officers as a group.

NUMBER OF
SHARES
BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED(*) OF CLASS
------------------------------------------------- ------------------ --------------

Reuven Avital 2,286,712(a) 6.3%
Carl M. Bosch 125,652(b) (p)
Rodger A. Brown 78,634(c) (p)
David C. Bupp 520,320(d) 1.4%
John S. Christie 60,700(e) (p)
Nancy E. Katz 10,000(f) (p)
Julius R. Krevans 107,000(g) (p)
Brent L. Larson 203,929(h) (p)
Dan Manor 1,021,990(i) 2.8%
Fred B. Miller 1,000(j) (p)
Michael P. Moore 66,000(k) (p)
J. Frank Whitley, Jr. 61,000(l) (p)
All directors and officers as a group 4,542,937(m) 12.3%
(12 persons)
Paramount Capital Asset Management, Inc. 4,802,500(n) 12.3%
First Istratech Funds 2,108,555(o) 5.8%

(*) Unless otherwise indicated, the beneficial owner has sole voting and
investment power over these shares subject to the spousal rights, if any,
of the spouses of those beneficial owners who have spouses.

(a) This amount consists of 2,286,712 shares of our company's common stock owned
by N. Assia. Trusteeship Ltd, Trustee for Ma'Aragim Enterprises Ltd., an
investment fund under the management and control of Mr. Avital. These shares
were acquired by Ma'Aragim in exchange for surrendering its shares in
Cardiosonix Ltd. on December 31, 2001 in connection with our acquisition of
Cardiosonix.

(b) This amount includes 75,000 shares issuable upon exercise of options which
are exercisable within 60 days, 30,000 shares of restricted stock that vest
on a qualifying change in control of our company and 10,652 shares in Mr.
Bosch's account in the 401(k) Plan, but does not include 95,000 shares
issuable upon exercise of options which are not exercisable within 60 days.
Mr. Bosch is one of three trustees of the 401(k) Plan and may, as such,
share investment power over common stock held in such plan. The 401(k) Plan
holds an aggregate total of 105,532 shares of common stock. Mr. Bosch
disclaims any beneficial ownership of shares held by the 401(k) Plan that
are not allocated to his personal account.

(c) This amount includes 77,835 shares issuable upon exercise of options which
are exercisable within 60 days (5,001 of which are held by Mr. Brown's wife
and 799 shares held in Mrs. Brown's 401(k), but does not include 101,665
shares issuable upon exercise of options which are not exercisable within
60 days. Mr. Brown disclaims beneficial ownership for the shares and
options held by his wife.

(d) This amount includes 230,000 shares issuable upon exercise of options which
are exercisable within 60 days, 210,000 shares of restricted stock that
vest on a qualifying change in control of our company, 13,820 shares in Mr.
Bupp's account in the 401(k) Plan, but it does not include 460,000 shares
issuable upon exercise of options which are not exercisable within 60 days.
Mr. Bupp is one of three trustees of the 401(k) Plan and may, as such,
share investment power over common stock held in such plan. The 401(k) Plan
holds an aggregate total of 105,532 shares of common stock. Mr. Bupp
disclaims any beneficial ownership of shares held by the 401(k) Plan that
are not allocated to his personal account.

(e) This amount includes 60,000 shares issuable upon exercise of options which
are exercisable within 60 days, but does not include 55,000 shares issuable
upon exercise of options which are not exercisable within 60 days.

(f) This amount includes 10,000 shares issuable upon exercise of options which
are exercisable within 60 days, but does not include 30,000 shares issuable
upon the exercise of options which are not exercisable within 60 days.

(g) This amount includes 105,000 shares issuable upon exercise of options which
are exercisable within 60 days, but does not include 95,000 shares issuable
upon exercise of options which are not exercisable within 60 days.

(h) This amount includes 117,200 shares issuable upon exercise of options which
are exercisable within 60 days, 70,000 shares of restricted stock that vest
on a qualifying change in control of our company and 11,229 shares in Mr.
Larson's account in the 401(k) Plan, but it does not include 110,000 shares
issuable upon exercise of options which are not exercisable within 60 days.
Mr. Larson is one of three trustees of the 401(k) Plan and may, as such,
share investment power over common stock held in such plan. The 401(k) Plan
holds an aggregate total of 105,532 shares of common stock. Mr. Larson
disclaims any beneficial ownership of shares held by the 401(k) Plan that
are not allocated to his personal account.

(i) These shares were acquired by Mr. Manor in exchange for surrendering his
shares in Cardiosonix Ltd. on December 31, 2001 in connection with our
acquisition of Cardiosonix.

(j) This amount includes 1,000 shares held by Mr. Miller's wife for which he
disclaims beneficial ownership.

(k) This amount includes 60,000 shares issuable upon exercise of options which
are exercisable within 60 days, but does not include 55,000 shares issuable
upon exercise of options which are not exercisable within 60 days.

(l) This amount includes 60,000 shares issuable upon exercise of options which
are exercisable within 60 days, but does not include 55,000 shares issuable
upon exercise of options which are not exercisable within 60 days.

(m) This amount includes 790,034 shares issuable upon exercise of options which
are exercisable within 60 days 310,000 shares of restricted stock that vest
on a qualifying change in control of our company and 36,500 shares held in
the 401(k) Plan, but it does not include 1,171,665 shares issuable upon the
exercise of options which are not exercisable within 60 days. Certain
executive officers of our company are the trustees of the 401(k) Plan and
may, as such, share investment power over common stock held in such plan.
Each trustee disclaims any beneficial ownership of shares held by the
401(k) Plan that are not allocated to his personal account. The 401(k) Plan
holds an aggregate total of 105,532 shares of common stock.

(n) This amount consists of 536,853 shares owned by the Aries Select I, LLC
(Aries I), 900,000 shares issuable upon the exercise of warrants owned by
Aries Select I, 1,265,647 shares owned by Aries Ltd., a Cayman Island
exempted company (Aries Ltd), and 2,100,000 shares issuable upon the
exercise of warrants owned by Aries Ltd. Paramount Capital Management,
Inc., a Delaware corporation (PCAM) has shared voting and dispositive power
over the shares of Aries Ltd and Aries I because PCAM is the investment
manager of Aries Ltd and the general partner of Aries I. Lindsay A.
Rosenwald, M.D. (Dr. Roswenwald) has shared voting and dispositive power
over the shares of Aries Ltd and Aries I because he is the sole shareholder
of PCAM. The address of PCAM, Aries Ltd, Aries I and Dr. Rosenwald is 787
Seventh Avenue, 48th Floor, New York, New York 10019. The disclosure
contained in this footnote is derived from a Form 4 filed by PCAM, Aries
Ltd, and Aries I and Dr. Rosenwald with the SEC on October 10, 2001.

(o) This amount consists of 448,636 shares owned by First Isratech Fund LLC,
1,394,468 shares owned by First Isratech Fund LP and 265,451 shares owned
by First Isratech Fund Norway AS. First Isratech Fund LLC is the general or
managing partner of First Isratech Fund LP and First Isratech Fund Norway
AS. These shares were acquired by First Isratech Fund LLC in exchange for
surrendering its shares in Cardiosonix Ltd. on December 31, 2001 in
connection with our acquisition of Cardiosonix.

(p) Less than one percent.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information concerning the annual
and long-term compensation of our Chief Executive Officer and our other three
executive officers having annual compensation in excess of $100,000 during the
last fiscal year (the Named Executives) for the last three fiscal years.

LONG TERM
COMPENSATION
AWARDS
--------------------------
SECURITIES
RESTRICTED UNDER-
ANNUAL COMPENSATION STOCK LYING
------------------------------- AWARDS OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS ($) (#) COMPENSATION
--------------------------- ---- ------ ----- ---------- ---------- ------------

Carl M. Bosch, 2001 $129,375 $25,250 - 45,000 $ 3,081(c)
Vice President, 2000 125,625 68,325 42,180(b) 45,000 1,643(c)
Instrument Development(a) 1999 116,250 23,104 - 20,000 1,163(c)

Rodger A. Brown, 2001 $99,875 $19,000 - 45,000 -
Vice President, Regulatory Affairs/ 2000 83,534 33,240 - 35,000 -
Quality Assurance(d) 1999 77,431 16,055 - 20,000 -

David C. Bupp, 2001 $310,000 $46,500 - 180,000 $ 3,400(c)
President and Chief 2000 304,769 106,300 140,600(e) 180,000 1,700(c)
Executive Officer 1999 306,731 - 21,875(e) - 1,600(c)

Brent L. Larson, 2001 $131,250 $20,250 - 60,000 $ 3,400(c)
Vice President, Finance 2000 126,250 44,900 56,240(f) 60,000 1,313(c)
and Chief Financial Officer 1999 109,375 23,104 6,250(f) 25,000 1,325(c)

(a) Mr. Bosch began his employment with our company in May 1998 and was
promoted to Vice President in March 2000.

(b) The aggregate number of Mr. Bosch's restricted stock holdings at
December 31, 2001 was 30,000 shares with an aggregate value of $12,600.
Mr. Bosch has the right to receive dividends other than dividends on or
distributions of shares of any class of stock issued by our company
which dividends or distributions will be delivered to us under the same
restrictions on transfer and possibility of forfeitures as the shares
of restricted stock from which they derive.

(c) Amounts of matching contribution under the Neoprobe Corporation 401(k)
Plan (the 401(k) Plan). Eligible employees may make voluntary
contributions and we may, but are not obligated to, make matching
contributions based on 40 percent of the employee's contribution, up to
five percent of the employee's salary. Contributions by employees are
invested by an independent plan administrator in mutual funds and
contributions, if any. Contributions by our company are made in the
form of shares of common stock. The 401(k) Plan is intended to qualify
under section 401 of the Internal Revenue Code, which provides that
employee and our contributions and income earned on contributions are
not taxable to the employee until withdrawn from the plan, and that our
contributions will be deductible by us when made.

(d) Mr. Brown began his employment with our company in July 1998 and was
promoted to Vice President in November 2000.

(e) The aggregate number of Mr. Bupp's restricted stock holdings at
December 31, 2001 was 210,000 shares with an aggregate value of
$88,200. Mr. Bupp has the right to receive dividends other than
dividends on or distributions of shares of any class of stock issued by
our company which dividends or distributions will be delivered to us
under the same restrictions on transfer and possibility of forfeitures
as the shares of restricted stock from which they derive.

(f) The aggregate number of Mr. Larson's restricted stock holdings at
December 31, 2001 was 70,000 shares with an aggregate value of $29,400.
Mr. Larson has the right to receive dividends other than dividends on
or distributions of shares of any class of stock issued by our company
which dividends or distributions will be delivered to us under the same
restrictions on transfer and possibility of forfeitures as the shares
of restricted stock from which they derive.

OPTION GRANTS IN LAST FISCAL YEAR

The following table presents certain information concerning stock options
granted to the Named Executives under our Amended and Restated Stock Option and
Restricted Stock Purchase Plan during the 2001 fiscal year.

INDIVIDUAL GRANTS
---------------------------------------------------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS GRANTED EXERCISE
UNDERLYING OPTIONS TO EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (SHARES) FISCAL YEAR PER SHARE DATE
---- --------------- ----------- --------- ----

Carl M. Bosch 45,000(a) 6% $0.41(b) 1/3/11(c)

Rodger A. Brown 45,000(a) 6% $0.41(b) 1/3/11(c)

David C. Bupp 180,000(a) 25% $0.41(b) 1/3/11(c)

Brent L. Larson 60,000(a) 8% $0.41(b) 1/3/11(c)

(a) Vests as to one-third of these shares on each of the first three
anniversaries of the date of grant.

(b) The per share weighted average fair value of these stock options during
2001 was $0.36 on the date of grant using the Black Scholes option pricing
model with the following assumptions: an expected life of 4 years, an
average risk-free interest rate of 4.93%, volatility of 148% and no
expected dividend rate.

(c) The options terminate on the earlier of the expiration date, nine months
after death or disability, 90 days after termination of employment without
cause or by resignation or immediately upon termination of employment for
cause.

FISCAL YEAR-END OPTION NUMBERS AND VALUES

The following table sets forth certain information concerning the number
and value of unexercised options held by the Named Executives at the end of the
last fiscal year (December 31, 2001). There were no stock options exercised by
the Named Executives during the fiscal year ended December 31, 2001.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END: AT FISCAL YEAR-END:
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- --------------------------

Carl M. Bosch 38,334 / 81,666 0 / $ 817

Rodger A. Brown 39,501 / 74,999 0 / $ 750

David C. Bupp 110,000 / 400,000 0 / $4,000

Brent L. Larson 68,867 / 108,333 0 / $1,083

EMPLOYMENT AND OTHER COMPENSATION AGREEMENTS

COMPENSATION OF MR. BUPP

Employment Agreement. David C. Bupp is employed under a thirty-six month
employment agreement effective July 1, 2001. The employment agreement provides
for an annual base salary of $310,000 with an increase to $325,000 on July 1,
2003.

The Compensation Committee of the Board of Directors will, on an annual
basis, review the performance of our company and of Mr. Bupp and will pay a
bonus to Mr. Bupp as it deems appropriate, in its discretion. Such review and
bonus will be consistent with any bonus plan adopted by the Compensation
Committee which covers the executive officers of our company generally. We have
approved payment of a $46,500 bonus to Mr. Bupp relating to fiscal year 2001.

If a change in control occurs with respect to our company and the
employment of Mr. Bupp is concurrently or subsequently terminated:

- by us without cause (cause is defined as any willful breach of a
material duty by Bupp in the course of his employment or willful and
continued neglect of his duty as an employee);

- the term of Mr. Bupp's employment agreement expires; or

- Mr. Bupp resigns because his authority, responsibilities or
compensation have materially diminished, a material change occurs in
his working conditions or we breach the agreement, then Mr. Bupp will
be paid a severance payment of $650,500 (less amounts paid as Mr.
Bupp's salary and benefits that continue for the remaining term of the
agreement if his employment is terminated without cause). If any such
termination occurs after the substantial completion of the liquidation
of the assets of our company, the severance payment shall be increased
by $81,250.

For purposes of Mr. Bupp's employment agreement, a change in control
includes:

- the acquisition, directly or indirectly, by a person (other than our
company or an employee benefit plan established by the Board of
Directors) of beneficial ownership of 15 percent or more of our
securities with voting power in the next meeting of holders of voting
securities to elect the directors;

- a majority of the directors elected at any meeting of the holders of
our voting securities are persons who were not nominated by our then
current board of directors or an authorized committee thereof;

- the stockholders of our company approve a merger or consolidation of
our company with another person, other than a merger or consolidation
in which the holders of our voting securities 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

- the stockholders of our company approve a transfer of substantially
all of the assets of our company 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 us or by the holders of our
voting securities outstanding immediately before such transfer in the
same relative proportions to each other as existed before such event.

Mr. Bupp's compensation will continue for the longer of twenty-four months or
the full term of the agreement if his employment is terminated without cause.

Restricted Stock Agreements. Mr. Bupp holds 100,000, 35,000, 45,000 shares
and 30,000 shares of restricted stock granted on March 22, 2000, April 30, 1999,
May 20, 1998 and June 1, 1996, respectively, pursuant to restricted stock
purchase agreements of the same dates. Mr. Bupp may not transfer or sell any of
the restricted shares unless and until they vest. Mr. Bupp will forfeit any
portion of the restricted shares that has not vested (and we will refund the
purchase price paid) on the earlier of the date of the termination of his
employment under his employment agreement with us for any reason unless we are,
at the time of termination for death or disability, actively engaged in
negotiations that could reasonably be expected to lead to a change in control,
or ten years from the date of grant. Restricted shares that have

not previously been forfeited will vest if and when there is a change in control
of our company. Except for these restrictions on transfer and possibilities of
forfeiture, Mr. Bupp has all other rights with respect to the restricted shares,
including the right to vote such shares and receive cash dividends.

The term "change in control" has the same meaning under Mr. Bupp's
restricted stock agreements as it does under Mr. Bupp's employment agreement. In
conjunction with the acquisition of Cardiosonix, Mr. Bupp, along with the other
executive officers of our company, waived the change of control provisions of
his employment and restricted stock agreements related to the acquisition.

We have not recognized any expense under the restricted stock agreements
due to the contingent nature of the vesting provisions and the risk of
forfeiture.

COMPENSATION AGREEMENTS WITH OTHER NAMED EXECUTIVES

CARL M. BOSCH

Employment Agreement. Carl Bosch is employed under a twenty-four month
employment agreement effective October 1, 2001. The employment agreement
provides for an annual base salary of $135,000 with an increase to $148,000 on
October 1, 2002.

Mr. Bupp will, on an annual basis, review the performance of our company
and of Mr. Bosch and we will pay a bonus to Mr. Bosch as we deem appropriate, in
our discretion. Such review and bonus will be consistent with any bonus plan
adopted by the Compensation Committee which covers the executive officers of our
company generally. We have approved payment of a $25,250 bonus to Mr. Bosch
relating to fiscal year 2001.

If a change in control occurs with respect to our company and the
employment of Mr. Bosch is concurrently or subsequently terminated:

- without cause (cause is defined as any willful breach of a material
duty by Bosch in the course of his employment or willful and continued
neglect of his duty as an employee);

- the term of Mr. Bosch's employment agreement expires; or

- Mr. Bosch resigns because his authority, responsibilities or
compensation have materially diminished, a material change occurs in
his working conditions or we breach the agreement, then Mr. Bosch will
be paid a severance payment of $296,000 and will continue his benefits
for the longer of six months or the remaining term of his employment
agreement.

For purposes of Mr. Bosch's employment agreement, a change in control
includes:

- the acquisition, directly or indirectly, by a person (other than our
company or an employee benefit plan established by the Board of
Directors) of beneficial ownership of 30 percent or more of our
company's securities with voting power in the next meeting of holders
of voting securities to elect the directors;

before such event) comprising eighty percent (80%) or more of the
voting power for all purposes of the surviving or resulting
corporation; or

Mr. Bosch will be paid a severance amount of $148,000 if his employment is
terminated at the end of his employment agreement or without cause, and his
benefits will be continued for up to twelve months.

Restricted Stock Agreement. Mr. Bosch also holds 30,000 shares of
restricted stock granted to him on March 22, 2000, pursuant to a restricted
stock purchase agreement with Neoprobe as of the same date. Under the terms of
the underlying restricted stock purchase agreement, Mr. Bosch may not transfer
or sell any of the restricted shares unless and until they vest. Mr. Bosch will
forfeit any portion of the restricted shares that has not vested (and we will
refund the purchase price paid) on the earlier of the date of the termination of
his employment under his employment agreement with us for any reason unless we
are, at the time of termination for death or disability, actively engaged in
negotiations that could reasonably be expected to lead to a change in control,
or ten years from the date of grant. Restricted shares that have not previously
been forfeited will vest if and when there is a change in control of our
company. Except for these restrictions on transfer and possibilities of
forfeiture, Mr. Bosch has all other rights with respect to the restricted
shares, including the right to vote such shares and receive cash dividends.

RODGER A. BROWN

Employment Agreement. Rodger Brown is employed under a twenty-four month
employment agreement effective October 1, 2001. The employment agreement
provides for an annual base salary of $110,000 with an increase to $125,000 on
October 1, 2002. The terms of Mr. Brown's employment agreement are substantially
identical to Mr. Bosch's employment agreement except that Mr. Brown would be
paid $250,000 if terminated due to a change of control and $125,000 if
terminated at the end of his employment agreement or without cause.

Mr. Bupp will, on an annual basis, review the performance of our company
and of Mr. Brown and we will pay a bonus to Mr. Brown as we deem appropriate, in
our discretion. Such review and bonus will be consistent with any bonus plan
adopted by the Compensation Committee which covers the executive officers of our
company generally. We have approved payment of a $19,000 bonus to Mr. Brown
relating to fiscal year 2001.

BRENT L. LARSON

Employment Agreement. Brent Larson is employed under a twenty-four month
employment agreement effective October 1, 2001. The employment agreement
provides for an annual base salary of $135,000 with an increase to $148,000 on
October 1, 2002. The terms of Mr. Larson's employment agreement are
substantially identical to Mr. Bosch's employment.

Mr. Bupp will, on an annual basis, review the performance of our company
and of Mr. Larson and we will pay a bonus to Mr. Larson as we deem appropriate,
in our discretion. Such review and bonus will be consistent with any bonus plan
adopted by the Compensation Committee which covers the executive officers of our
company generally.
We have approved a $20,250 bonus to Mr. Larson relating to fiscal year 2001.

Restricted Stock Agreements. Mr. Larson also holds 40,000 shares, 20,000
shares and 10,000 shares of restricted stock granted to him at a price of $0.001
per share on March 22, 2000, April 30, 1999 and October 23, 1998, respectively,
pursuant to restricted stock purchase agreements of the same dates. The terms of
Mr. Larson's restricted stock purchase agreements are identical to those
contained in Mr.

Bosch's restricted stock purchase agreements discussed above regarding vesting,
forfeiture and rights of ownership.

ADOPTION OF THE COMPANY'S 2002 STOCK INCENTIVE PLAN

At the Annual Meeting, the Company will submit to stockholders a
proposal to adopt the Neoprobe Corporation 2002 Stock Incentive Plan (the 2002
Plan). The Board of Directors unanimously approved the adoption of the 2002
Plan on March 7, 2002. This summary of the principal features of the 2002 Plan
is qualified in its entirety by the full text of the 2002 Plan, which is
attached hereto as Appendix A and incorporated herein by reference. A vote in
favor of adopting the 2002 Plan will constitute approval of all terms of the
2002 Plan, including those applicable to "Covered Officers" designated by the
Committee.

PURPOSE

The 2002 Plan is intended to further the growth and profitability of
the Company by providing increased incentives to and encourage share ownership
on the part of (a) certain employees of the Company and its affiliates
(Employees), (b) consultants who provide significant services to the Company
and its affiliates (Consultants), and (c) directors of the Company who are
employees of neither the Company nor any affiliate (Nonemployee Directors).

GENERAL

The 2002 Plan permits the granting of stock options, stock appreciation
rights, restricted stock awards, performance units and performance shares
(collectively, Awards) to eligible participants. The total number of shares of
the Company's common stock available for Awards to be granted under the 2002
Plan is 3,000,000 shares. If an Award expires or is canceled without having been
fully exercised or vested, the unvested or canceled shares will be available
again for grants of Awards.

ADMINISTRATION OF THE 2002 PLAN

The 2002 Plan is administered by the Committee appointed by the
Company's Board of Directors (the Committee). The members of the Committee
must qualify as "non-employee directors" under Rule 16b-3 under the Securities
Exchange Act of 1934 (Rule 16b-3), and as "outside directors" under section
162(m) of the Internal Revenue Code (the Code). Subject to the terms of the
2002 Plan, the Committee has the sole discretion to determine the employees and
consultants who shall be granted Awards, the terms and conditions of such
Awards, and to construe and interpret the 2002 Plan. The Committee also is
responsible for making adjustments in outstanding Awards, the shares available
for Awards, and the numerical limitations for Awards to reflect any transactions
such as stock splits or stock dividends. The Committee may delegate its
authority to one or more directors or officers; provided, however, that the
Committee may not delegate its authority and powers (a) with respect to Section
16 Persons, or (b) in any way which would jeopardize the Plan's qualification
under Section 162(m) of the Code or Rule 16b-3. The Board of Directors may amend
or terminate the 2002 Plan at any time and for any reason, but to the extent
required under Rule 16b-3, material amendments to the 2002 Plan must be approved
by stockholders.

ELIGIBILITY TO RECEIVE AWARDS

Management, Employees and Consultants of the Company and its affiliates
(i.e., any corporation or other entity controlling, controlled by, or under
common control with the Company) are eligible to be selected to receive one or
more Awards. The estimated number of eligible participants is approximately 35
persons. The actual number of Employees and Consultants who will receive Awards
under the 2002 Plan cannot be determined because eligibility for participation
in the Plan is at the discretion of the Committee. No participant may receive
Awards covering more than 500,000 shares in any calendar year under the 2002
Plan. The 2002 Plan also permits Nonemployee Directors to elect to receive all
or part of

their annual retainer in shares of the Company's common stock.
Nonemployee Directors are not eligible for any of the other Awards available
under the 2002 Plan.

AWARDS TO COVERED OFFICERS

For each performance period, the Committee will designate, prior to the
completion of 25% of the period (or such earlier or later date as is permitted
or required by Section 162(m) of the Code), which executive officers are deemed
to be "Covered Officers," the deductibility of whose compensation may be limited
by Section 162(m) of the Code. All Awards to Covered Officers must be made in a
manner that allows for the full deductibility of the Award by the Company. In
general, options granted at fair market value will qualify. All other Awards
must be contingent on the achievement of one or more "performance goals," based
on the business criteria of the type defined in the 2002 Plan, in amounts
determined by the Committee prior to the completion of 25% of the performance
period (or such earlier or later date as is permitted or required by Section
162(m) of the Code). Extraordinary events, as defined in the 2002 Plan will
either be excluded or included in determining whether performance goals are
achieved, whichever will produce the higher Award. The Committee does, however,
have the discretion to reduce or eliminate the amount of any Award, taking into
consideration extraordinary events or other factors. In no event can an Award
under the 2002 Plan to a Covered Officer be increased. Awards may be paid to
Covered Officers only after the Committee has certified in writing that the
performance goals have been achieved.

OPTIONS

The Committee may grant incentive stock options, which entitle the
holder to favorable tax treatment, and/or nonqualified stock options. The number
of shares covered by each option is determined by the Committee. The price of
the shares of the Company's common stock subject to each option is set by the
Committee but cannot be less than 25% of the fair market value of the shares on
the date of grant. In addition, the exercise price of an incentive stock option
must be at least 100% of fair market value on the grant date or 110% of fair
market value if the participant owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company.

The exercise price of each option must be paid in full at the time of
exercise. The Committee also may permit payment through the tender of shares of
the Company's common stock already owned by the participant, or by any other
means which the Committee determines to be consistent with the Plan's purpose.
Any taxes required to be withheld must be paid by the participant at the time of
exercise. If the exercise price of an option is paid in shares, the Committee
may provide that the participant will receive a new option covering a number of
shares equal to the number of shares tendered to exercise the previously granted
option, including shares used for tax withholding. The terms and conditions of
the new option generally will be similar to the terms and conditions applicable
to the exercised option, except that the new option will have an exercise price
determined on the date of its grant.

Options become exercisable and terminate at the times and on the terms
established by the Committee, but options generally may not expire later than 10
years after the date of grant.

STOCK APPRECIATION RIGHTS

Stock appreciation rights (SARs) may be granted as a separate Award
or together with an option. Upon exercise of a SAR, the participant will receive
a payment from the Company equal to: (1) the excess of the fair market value of
a share on the date of exercise over the exercise price, times (2) the number of
shares with respect to which the SAR is exercised. SARs may be paid in cash,
shares of the Company's common stock, or a combination of both, as determined by
the Committee. The number of shares covered by each SAR is determined by the
Committee. The Committee also determines the other terms and conditions of each
SAR. SARs expire at the times established by the Committee, but subject to the
same maximum time limits as are applicable to employee options granted under the
2002 Plan.

RESTRICTED STOCK AWARDS

Restricted stock awards are shares of the Company's common stock which
vest in accordance with terms established by the Committee in its discretion.
For example, the Committee may provide that restricted stock will vest only if
one or more performance goals are satisfied and/or only if the participant
remains employed with the Company for a specified period of time. Any
performance measures may be applied on a Company-wide or an individual business
unit basis, as deemed appropriate in light of the participant's specific
responsibilities.

PERFORMANCE UNITS AND PERFORMANCE SHARES

Performance units and performance shares are amounts credited to a
bookkeeping account established for the participant. A performance unit has an
initial value that is established by the Committee at or before the time of its
grant. A performance share has an initial value equal to the fair market value
of a share of the Company's common stock on the date of grant. Whether a
performance unit or share actually will result in a payment to a participant
will depend upon the extent to which performance goals established by the
Committee are satisfied. The applicable performance goals and all other terms
and conditions of the Award are determined by the Committee. After a performance
unit or share has vested, that is, after the applicable performance goal or
goals have been achieved, the participant will be entitled to a payment of cash
and/or common stock, as determined by the Committee. The Committee also may
waive the achievement of any performance goals for any performance units or
shares, but not for executive officers.

NONEMPLOYEE DIRECTOR OPTIONS AND STOCK

The 2002 Plan also provides for the grant of stock options to
Nonemployee Directors. The exercise price of each Nonemployee Director option
will be no less than twenty five percent (25%) of the fair market value of the
shares on the date of grant. Each such option becomes exercisable one year after
the date of grant, assuming continuous service as a Nonemployee Director.

All options granted to Nonemployee Directors will expire ten years
after the date of grant. If a director terminates service on the Board prior to
an option's normal expiration date, the option will terminate three months after
termination of service for any reason other than death, disability or
retirement, but not later than the original maximum term of the option. Options
will expire one year after termination on account of retirement, disability or
death. The Nonemployee Director provisions of the 2002 Plan are administered by
the Board of Directors rather than the Committee.

The 2002 Plan also permits each Nonemployee Director to elect to forego
receipt of all or a portion of the director's meeting fees in exchange for
shares of the Company's common stock having a fair market value equal to the
amount of foregone compensation. The number of shares received is determined by
dividing the amount of foregone compensation by the fair market value of a share
on the date that the compensation otherwise would have been paid.

FORFEITURE

If a participant or former participant engages in a breach of conduct,
including conduct prejudicial to or in conflict with the Company or an affiliate
or competes with the Company, all outstanding and unexercised Awards may be
cancelled and terminated. In addition, participants may have to reimburse the
Company for any gain realized or payment received upon the exercise or payment
of an Award within one year of the harmful behavior.

AWARDS TO BE GRANTED TO CERTAIN INDIVIDUALS AND GROUPS

As described above, the Committee has discretion to determine the
number and type of Awards to be granted to any employee or consultant.
Accordingly, the actual number and type of Awards to be granted in the future is
not determinable.

NONTRANSFERABILITY OF OPTIONS

Except for nonqualified stock options, Awards granted under the 2002
Plan may not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the applicable laws of descent and
distribution. Nonqualified stock options may be transferred for no consideration
to family members or to trusts or other entities for their benefit, or to other
persons, if approved by the Committee.

TAX ASPECTS

Based on management's understanding of current federal income tax laws,
the tax consequences of the grant of Awards under the 2002 Plan are, generally,
as follows:

A recipient of an option or SAR granted under the 2002 Plan will not
have regular taxable income at the time of grant.

Upon exercise of a nonqualified stock option or SAR, the optionee
generally must recognize taxable income in an amount equal to the fair market
value on the date of exercise of the shares exercised, minus the exercise price.
Any gain or loss recognized upon any later sale or other disposition of the
acquired shares generally will be capital gain or loss.

Upon exercise of an incentive stock option, the optionee generally will
not be required to recognize any regular taxable income on account of such
exercise. The optionee will have alternative minimum taxable income. Upon a
later sale or other disposition of the shares, the optionee must recognize
long-term capital gain or ordinary taxable income, depending upon whether the
optionee holds the shares for specified holding periods.

A participant who receives restricted stock or performance units or
shares will not recognize taxable income upon receipt, but instead will
recognize ordinary income when the shares or units vest. Alternatively, with
respect to restricted stock, a participant may elect under section 83(b) of the
Code to be taxed at the time of receipt. In all cases, the amount of ordinary
income recognized by the participant will be equal to the fair market value of
the shares at the time income is recognized, less the amount of any price paid
for the shares. In general, any gain recognized thereafter will be capital gain.

At the discretion of the Committee, a participant may satisfy tax
withholding requirements under federal and state tax laws in connection with the
exercise or receipt of an Award by electing to have shares withheld, or by
delivering to the Company already-owned shares, having a value equal to the
amount required to be withheld.

The Company generally will be entitled to a tax deduction in connection
with an Award made under the 2002 Plan only to the extent that the participant
recognizes ordinary income from the Award. Section 162(m) of the Code contains
special rules regarding the federal income tax deductibility of

compensation paid to the Company's Chief Executive Officer and to each of the
other four most highly compensated executive officers. The general rule is that
annual compensation paid to any of these specified executives will be deductible
only to the extent that it does not exceed $1,000,000 or qualifies as
"performance-based" compensation under section 162(m) of the Code. The 2002 Plan
has been designed so that, assuming its approval by stockholders at the Annual
Meeting, Awards to Covered Officers should qualify as performance-based
compensation under section 162(m) of the Code.

REQUIRED VOTE

The adoption of the 2002 Plan requires the affirmative vote of a
majority of the shares represented and voting, in person or by proxy, at the
Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE ADOPTION
OF THE 2002 STOCK INCENTIVE PLAN.

AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES

Our Restated Certificate of Incorporation currently authorizes us to
issue up to 50,000,000 shares of common stock, $.001 par value, and 5,000,000
shares of our preferred stock, $.001 par value.

Our board of directors has adopted, subject to stockholder approval, an
amendment to our Restated Certificate of Incorporation to increase the
authorized number of shares of our common stock from 50,000,000 shares to
75,000,000 shares. Under the amendment, Section 4.1 of Article FOUR of the
Amended and Restated Certificate of Incorporation would read:

4.1 AUTHORIZED SHARES. The total number of shares of capital stock
which the Corporation has authority to issue is 80,000,000 shares,
consisting of:

(a) 75,000,000 shares of Common Stock, par value $.001 per share (the
Common Stock); and

(b) 5,000,000 shares of Preferred Stock, par value $.001 per share (the
Preferred Stock).

As of April 26, 2002, of the 50,000,000 shares of common stock
presently authorized, _________ shares were issued and outstanding, 3,184,912
shares were reserved for issuance under our stock option plans or related to
outstanding warrants (excluding the current proposal to adopt our 2002 Stock
Incentive Plan, pursuant to which there would be an additional 3,000,000 shares
reserved for issuance). In addition, warrants to acquire an additional 3,100,000
shares of our common stock were issued and outstanding.

On November 19, 2001, we entered into a common stock purchase agreement
with an investment fund, Fusion Capital Fund II, LLC (Fusion) for the issuance
and purchase of our common stock. Under the fund agreement, Fusion committed up
to $10 million to purchase shares of our common stock over a forty-month period
that commences upon the effectiveness of a registration statement that we have
filed with the U.S. Securities and Exchange Commission for the underlying
shares. Upon execution of the common stock purchase agreement, we issued 449,438
shares of our common stock to Fusion as a commitment fee, in reliance upon an
exemption from registration provided by Section 4(2) of the Securities Act and
reserved an additional 5,898,876 shares of common stock for issuance under the
Purchase Agreement.

We also anticipate that we may in the future issue additional shares in
connection with one or more of the following:

- acquisitions;
- strategic investments;
- corporate transactions, such as stock splits or stock dividends;

- financing transactions, such as public offerings of common stock or
convertible securities;
- incentive and employee benefit plans; and
- otherwise for corporate purposes that have not yet been identified.

In order to provide our board of directors with certainty and
flexibility to undertake such transactions to support our future business
growth, the board deems it appropriate at this time to increase the number of
authorized shares of our common stock.

If this proposal is adopted, the additional authorized shares of common
stock or preferred stock may be issued upon the approval of our board of
directors at such times, in such amounts, and upon such terms as our board of
directors may determine, without further approval of the stockholders, unless
such approval is expressly required by applicable law, regulatory agencies, or
the OTC Bulletin Board (or any other exchange or quotation service on which our
common stock may then be listed). Further, our stockholders will have no
preemptive rights to purchase additional shares. Stockholder approval of this
proposal will not, by itself, cause any change in our capital accounts. The
issuance of additional shares of our common stock may, however, dilute existing
our stockholders' equity interest.

The affirmative vote of the holders of a majority of the shares of our
outstanding common stock is required to adopt this proposal. It will become
effective upon the filing of an Amended Certificate of Incorporation with the
Secretary of State of Delaware, which we intend to make on June 21, 2002, the
day after the completion of the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE "FOR" APPROVAL OF
THE AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION.

REPORT OF AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee consults with the independent auditors with regard to
the plan of audit; reviews, in consultation with the independent auditors, their
report of audit, or proposed report of audit and the accompanying management
letter, if any; and consults with the independent auditors with regard to the
adequacy of the internal accounting controls. The Board of Directors has
previously adopted a written charter for the Audit Committee that was included
with the proxy statement for the 2001 annual meeting of stockholders.

The Audit Committee has reviewed and discussed with management and the
independent auditors the Company's audited financial statements; discussed with
the independent auditors the matters required to be discussed by Codification of
Statements on Auditing Standards No. 61; received the written disclosures and
the letter from the independent auditors required by Independence Standards
Board Standard No. 1; and discussed with the independent accountants their
independence from the Company.

Based on the reviews and discussions with management and KPMG LLP, the
Audit Committee recommended to the Board that the Company's audited consolidated
financial statements be included in the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2001 filed with the Securities and
Exchange Commission.

The Audit Committee is comprised of Reuven Avital, John S. Christie, Fred
B. Miller and J. Frank Whitley, Jr., each of whom is "independent" under the
standards set forth in Rule 4200(a)(14) of the NASD's listing standards.

Submitted by the Audit Committee
of the Board of Directors:

Reuven Avital
John S. Christie
Fred B. Miller
J. Frank Whitley, Jr.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company does not know of any failures to make filings required by
Section 16 on a timely basis by any of its directors, executive officers or
beneficial owners of 10% or more of its equity securities.

INDEPENDENT ACCOUNTANTS

KPMG LLP was engaged as the Company's principal accountant on December 7,
1998 and has audited the Company's financial statements for each of the four
fiscal years in the period ended December 31, 2001. At the suggestion
of management, the Audit Committee has recommended the retention of KPMG LLP
as the Company's independent accountant for the 2002 fiscal year.

A representative of KPMG LLP is expected to be present at the Annual
Meeting. The representative will have an opportunity to make a statement if he
so desires and is expected to be available to respond to appropriate questions
of stockholders.

FEES OF THE INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL 2001

The following table sets forth certain information concerning auditor fees
incurred during the fiscal year ended December 31, 2001.

Audit Services $ 126,339
Financial Information Systems Design
and Implementation Services -
All Other Services:
SEC Filing Services $ 11,100
Tax Services 18,000
------------
Total All Other Services $ 29,100
-----------

$ 155,439
===========

The Audit Committee has considered whether the provision of the above
services other than audit services is compatible with maintaining KPMG LLP's
independence and has concluded that it is.

COST OF SOLICITATION OF PROXIES

The cost of this solicitation will be paid by the Company. The Company may
request persons holding shares in their names for others to forward soliciting
materials to their principals to obtain authorization for the execution of
proxies, and the Company will reimburse such persons for their expenses in so
doing.

STOCKHOLDER PROPOSALS

A stockholder proposal intended for inclusion in the proxy statement and
form of proxy for the Annual Meeting of Stockholders of the Company to be held
in 2002 must be received by the Company before January 20, 2002, at its
executive offices, Attention: Brent Larson.

A stockholder who wishes to nominate a candidate for election to the Board
of Directors must follow the procedures set forth in Article III, Section 2 of
the Company's By-Laws. A copy of these procedures is available upon request from
the Company at 425 Metro Place North, Suite 300, Dublin, Ohio 43017-1367,
Attention: Brent Larson. In order for a stockholder to nominate a candidate for
the Board of Directors election at the 2002 Annual Meeting, notice of the
nomination must be delivered to the Company's executive offices, Attention:
Brent Larson, before January 20, 2002.

OTHER BUSINESS

The Board of Directors does not intend to present, and has no knowledge
that others will present, any other business at the Annual Meeting. If, however,
any other matters are properly brought before the Annual Meeting, it is intended
that the persons named in the enclosed proxy will vote the shares represented
thereby in accordance with their best judgment.

APPENDIX A

NEOPROBE CORPORATION

2002 STOCK INCENTIVE PLAN

1. BACKGROUND, PURPOSE AND DURATION

1.1 Effective Date. The Plan is effective as of March 7, 2002, subject
to ratification by an affirmative vote of the holders of a majority of the
Shares which are present in person or by proxy and entitled to vote at the 2002
Annual Meeting of Stockholders.

1.2 Purpose of the Plan. The Plan is intended to further the growth and
profitability of the Company by providing increased incentive to and encourage
Share ownership on the part of (a) employees of the Company and its Affiliates,
(b) consultants who provide significant services to the Company and its
Affiliates, and (c) directors of the Company who are not employees of the
Company. All management and key Employees, Consultants and Directors of the
Company are eligible to receive Awards under the Plan.

2. DEFINITIONS

The following words and phrases shall have the following meanings
unless a different meaning is plainly required by the context:

2.1 "1934 Act" means the Securities Exchange Act of 1934, as amended.
Reference to a specific section of the 1934 Act or regulation thereunder shall
include such section or regulation, any valid regulation promulgated under such
section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.

2.2 "Affiliate" means any corporation or any other entity (including,
but not limited to, partnerships, limited liability corporations and joint
ventures) controlling, controlled by, or under common control with the Company.

2.3 "Affiliated SAR" means a SAR that is granted in connection with a
related Option, and which automatically will be deemed to be exercised at the
same time that the related Option is exercised. The deemed exercise of an
Affiliated SAR shall not necessitate a reduction in the number of Shares subject
to the related Option, except to the extent of the exercise of the related
Option.

2.4 "Award" means, individually or collectively, a grant under the Plan
of Nonqualified Stock Options, Incentive Stock Options, SARs, Restricted Stock,
Performance Units, or Performance Shares.

2.5 "Award Agreement" means the written agreement setting forth the
terms and provisions applicable to each Award granted under the Plan.

2.6 "Board" means the Board of Directors of the Company.

2.7 "Change of Control" will be deemed to have occurred if and when (a)
an individual, partnership, corporation, trust or other entity ("Person")
acquires or combines with the Company, or 50 percent or more of the Company's
assets or earning power, in one or more transactions, and after such acquisition
or combination, less than a majority of the outstanding voting shares of the
Person surviving such transaction (or the ultimate parent of the surviving
Person) are owned by the owners of the voting shares of the Company outstanding
immediately prior to such acquisition or combination; or (b) during any period
of two consecutive years during the term of this Plan, individuals who at the
beginning of such period are members of the Board ("Original Board Members")
cease for any reason to constitute at least a majority of the Board, unless the
election of each Board member who was not an Original Board Member

has been approved in advance by Board members representing at least two-thirds
of the Board members then in office who were Original Board Members or elected
by them.

2.8 "Code" means the Internal Revenue Code of 1986, as amended.
Reference to a specific section of the Code or regulation thereunder shall
include such section or regulation, any valid regulation promulgated under such
section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.

2.9 "Committee" means the committee appointed by the Board (pursuant to
Section 3.1) to administer the Plan.

2.10 "Company" means Neoprobe Corporation, a Delaware corporation, its
Subsidiaries and any successors.

2.11 "Consultant" means any person who provides services to the Company
or any Subsidiary (other than in connection with the offer or sale of securities
of the Company or any Subsidiary in a capital raising transaction), who is
neither an Employee nor a Director and who is a consultant or an adviser to the
Company or any Subsidiary within the meaning of General Instruction A.1. to Form
S-8 promulgated by the SEC under the Securities Act of 1933.

2.12 "Covered Officers" means those Participants who the Committee
designates, for each Performance Period, in order to maintain qualified
performance-based compensation within the meaning of Code Section 162(m).

2.13 "Director" means any individual who is a member of the Board.

2.14 "Disability" means a permanent and total disability within the
meaning of Code section 22(e)(3), provided that in the case of Awards other than
Incentive Stock Options, the Committee in its discretion may determine whether a
permanent and total disability exists in accordance with uniform and
non-discriminatory standards adopted by the Committee from time to time.

2.15 "Employee" means any management or key employee of the Company or
of an Affiliate, whether such employee is so employed at the time the Plan is
adopted or becomes so employed subsequent to the adoption of the Plan.

2.16 "Exercise Price" means the price at which a Share may be purchased
by a Participant pursuant to the exercise of an Option.

2.17 "Extraordinary Events" shall mean (a) asset write-downs, (b)
litigation or claim judgments or settlements, (c) the effect of changes in tax
law, accounting principles or other such laws or provisions affecting reported
results, (d) accruals for reorganization and restructuring programs, (e) capital
gains and losses, (f) special charges in connection with mergers and
acquisitions, and (g) any extraordinary non-recurring items as described in
Accounting Principles Board Opinion No. 30 and/or in management's discussion and
analysis of financial condition and results of operation appearing or
incorporated by reference in the Company's Annual Report on Form 10-K filed with
the Securities and Exchange Commission for the applicable year.

2.18 "Fair Market Value" means (a) if the Shares are listed or admitted
to trading on a national securities exchange or the Nasdaq National Market, the
per Share closing price regular way on the principal national securities
exchange or the Nasdaq National Market on which the Shares are listed or
admitted to trading on the day prior to the Grant Date or, if no closing price
can be determined for the such day, the most recent date for which such price
can reasonably be ascertained, or (b) if the Shares are not listed or admitted
to trading on a national securities exchange or the Nasdaq National Market, but
are quoted on the over-the-counter Bulletin Board, the average of the high and
low sales price per share reported on the over-the-counter Bulletin Board on the
day prior to the Grant Date or, if no high and low price can be determined for
such day, the most recent date for which such price can reasonably be

ascertained, or (c) if the Shares are not listed or admitted to trading on a
national securities exchange or the Nasdaq National Market, nor are quoted on
the over-the-counter Bulletin Board, the mean between the representative bid and
asked per Share prices in the over-the-counter market at the closing of the day
prior to the Grant Date, or the most recent such bid and asked prices then
available, as reported by NASDAQ or if the Shares are not then quoted by NASDAQ
as furnished by any market maker selected from time to time by the Committee for
that purpose. In all other cases, the fair market value will be determined in
accordance with procedures established in good faith by the Committee and with
respect to Incentive Stock Options, shall conform to regulations issued by the
Internal Revenue Service.

2.19 "Fiscal Year" means the fiscal year of the Company.

2.20 "Freestanding SAR" means a SAR that is granted independently of
any Option.

2.21 "Grant Date" means, with respect to an Award, the date that the
Award was granted.

2.22 "Incentive Stock Option" means an Option to purchase Shares which
is designated as an Incentive Stock Option and is intended to meet the
requirements of section 422 of the Code.

2.23 "Nonqualified Stock Option" means an option to purchase Shares
which is not intended to be an Incentive Stock Option.

2.24 "Option" means an Incentive Stock Option or a Nonqualified Stock
Option.

2.25 "Participant" means an Employee, Consultant, or Nonemployee
Director who has an outstanding Award.

2.26 "Performance Goal" shall mean any one or more of the following
performance criteria:

(a) Income (loss) per common share from continuing operations as
disclosed in the Company's annual report to shareholders for a particular Fiscal
Year;

(b) Income (loss) per common share disclosed in the Company's annual
report to stockholders for a particular Fiscal Year;

(c) Income (loss) per common share or income (loss) per common share
from continuing operations excluding (i) extraordinary charge(s); and/or (ii)
any accruals for restructuring programs, merger integration costs, or merger
transaction costs; and/or (iii) other unusual or infrequent items (whether gains
or losses) as defined by generally accepted accounting principles (GAAP) which
are disclosed as a separate component of income or loss on the face of the
income statement or as may be disclosed in the notes to the financial statements
(hereinafter "EPS");

(d) Ratio of (i) operating profit, or other objective and specific
income (loss) category results to (ii) average common shares outstanding
(adjustments to (i) in this paragraph may be made at the time of the goal/target
establishment by the Committee in its discretion);

(e) Any of items (a), (b), (c) or (d) on a diluted basis as described
in Statement of Financial Accounting Standards No. 128 including official
interpretations or amendments thereof which may be issued from time to time as
long as such interpretations or amendments are utilized on the face of the
income statement or in the notes to the financial statements disclosed in the
Company's annual report to shareholders;

(f) Share price;

(g) Total stockholder return expressed on a dollar or percentage basis
as is customarily disclosed in the proxy statement accompanying the notice of
annual meetings of stockholders;

(h) Income (loss) (i) from continuing operations before extraordinary
charge(s), or (ii) before extraordinary charge(s), or (iii) net, as the case may
be, adjusted to remove the effect of any accruals for restructuring programs or
other unusual or infrequent items as defined by generally accepted accounting
principles (GAAP) disclosed as a separate component of income on the face of the
income statement or in the notes to the financial statements;

(i) Net income;

(j) Income (loss) before income taxes;

(k) Any of items (a) through (j) above with respect to any Subsidiary,
Affiliate, division, business unit or business group of the Company whether or
not such information is included in the Company's annual report to stockholders,
proxy statement or notice of annual meeting of stockholders;

(l) Any of items (a) though (j) above with respect to a Performance
Period whether or not such information is included in the Company's annual
report to stockholders, proxy statement or notice of annual meetings of
stockholders;

(m) Total Stockholder Return Ranking Position meaning the relative
placement of the Company's Total Stockholder Return compared to those publicly
held companies in the Company's peer group as established by the Committee prior
to the beginning of a vesting period or such later date as permitted under the
Code. The peer group shall be comprised of not less than six (6) companies,
including the Company; or

(n) Any other objective criteria established by the Committee and
approved by the shareholders of the Company prior to payment of any Award based
on the criteria.

With respect to items (a), (b), (c) and (d) above, other terminology may be used
for "income (loss) per common share" (such as "Basic EPS", "earnings per common
share", "diluted EPS", or "earnings per common share-assuming dilution") as
contemplated by Statement of Financial Accounting Standards No. 128.

2.27 "Performance Period" means the Fiscal Year except in the following
cases: (a) the Employee's service period within a Fiscal Year in the case of a
new hire or promoted Employee; or (b) a period of service determined at the
discretion of the Committee prior to the expiration of more than 25% of the
period. Notwithstanding any provision contained herein, Performance Periods of
Awards granted to Section 16 Persons shall exceed six (6) months in length (or
such shorter period as may be permissible while maintaining compliance with Rule
16b-3).

2.28 "Performance Share" means a Performance Share granted to a
Participant pursuant to Section 8.

2.29 "Performance Unit" means a Performance Unit granted to a
Participant pursuant to Section 8.

2.30 "Period of Restriction" means the period during which shares of
Restricted Stock are subject to forfeiture and/or restrictions on
transferability; provided, however, that the Period of Restriction on Shares
granted to a Section 16 Person may not lapse until at least six (6) months after
the Grant Date.

2.31 "Plan" means the Neoprobe Corporation 2002 Stock Incentive Plan,
as set forth in this instrument and as hereafter amended from time to time.

2.32 "Restricted Stock" means an Award granted to a Participant
pursuant to Section 7.

2.33 "Retirement" means, in the case of an Employee, a Termination of
Service by reason of the Employee's retirement at or after his or her having
satisfied the requirements for retirement under the applicable Company or
Affiliate qualified retirement plan. With respect to a Consultant, no
Termination of

Service shall be deemed to be on account of "Retirement." With respect to a
Nonemployee Director, "Retirement" means termination of service on the Board
with the consent of the remaining Directors.

2.34 "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, as
amended, and any future regulation amending, supplementing or superseding such
regulation.

2.35 "Section 16 Person" means a person who, with respect to the
Shares, is subject to section 16 of the 1934 Act.

2.36 "Shares" means the shares of the Company's common stock, $0.001
par value.

2.37 "Stock Appreciation Right" or "SAR" means an Award, granted alone
or in connection with a related Option, that pursuant to Section 6 is designated
as a SAR.

2.38 "Subsidiary" means any entity in an unbroken chain of entities
beginning with the Company if each of the entities other than the last entity in
the chain then owns fifty percent (50%) or more of the total combined voting
power in one of the other entities in the chain.

2.39 "Tandem SAR" means a SAR that is granted in connection with a
related Option, the exercise of which shall require forfeiture of the right to
purchase an equal number of Shares under the related Option (and when a Share is
purchased under the Option, the SAR shall be canceled to the same extent).

2.40 "Termination of Service" means (a) in the case of an Employee, a
cessation of the employee-employer relationship between an Employee and the
Company or an Affiliate for any reason, including, but not by way of limitation,
a termination by resignation, discharge, death, Disability, Retirement, or the
disaffiliation of an Affiliate, but excluding any such termination where there
is a simultaneous reemployment by the Company or an Affiliate; (b) in the case
of a Consultant, a cessation of the service relationship between a Consultant
and the Company or an Affiliate for any reason, including, but not by way of
limitation, a termination by resignation, discharge, death, Disability, or the
disaffiliation of an Affiliate, but excluding any such termination where there
is a simultaneous re-engagement of the consultant by the Company or an
Affiliate; and (c) in the case of a Nonemployee Director, a cessation of the
Nonemployee Director's service on the Board for any reason.

3. ADMINISTRATION

3.1 The Committee. The Plan shall be administered by the Committee. The
Committee shall consist of not less than two (2) Directors. The members of the
Committee shall be appointed from time to time by, and shall serve at the
pleasure of, the Board. The Committee shall be comprised solely of Directors who
both are (a) "non-employee directors" under Rule 16b-3, and (b) "outside
directors" under section 162(m) of the Code.

3.2 Authority of the Committee. It shall be the duty of the Committee
to administer the Plan in accordance with the Plan's provisions. The Committee
shall have all powers and discretion necessary or appropriate to administer the
Plan and to control its operation, including, but not limited to, the power to
(a) determine which Employees and Consultants shall be granted Awards, (b)
prescribe the terms and conditions of the Awards (other than the Options granted
to Nonemployee Directors pursuant to Section 9), (c) interpret the Plan and the
Awards, (d) adopt such procedures and subplans as are necessary or appropriate
to permit participation in the Plan by Employees, Consultants and Directors who
are foreign nationals or employed outside of the United States, (e) adopt rules
for the administration, interpretation and application of the Plan as are
consistent therewith, and (f) interpret, amend or revoke any such rules.

3.3 Delegation by the Committee. The Committee, in its sole discretion
and on such terms and conditions as it may provide, may delegate all or any part
of its authority and powers under the Plan to one or more directors or officers
of the Company; provided, however, that the Committee may not delegate its
authority and powers (a) with respect to Section 16 Persons, or (b) in any way
which would jeopardize the Plan's qualification under Section 162(m) of the Code
or Rule 16b-3.

3.4 Nonemployee Directors. Notwithstanding any contrary provision of
this Section 3, the Board shall administer Section 9 of the Plan, and the
Committee shall exercise no discretion with respect to Section 9. In the Board's
administration of Section 9 and the Options and any Shares granted to
Nonemployee Directors, the Board shall have all of the authority and discretion
otherwise granted to the Committee with respect to the administration of the
Plan.

3.5 Decisions Binding. All determinations and decisions made by the
Committee, the Board, and any delegate of the Committee pursuant to the
provisions of the Plan shall be final, conclusive, and binding on all Persons,
and shall be given the maximum deference permitted by law.

4. SHARES SUBJECT TO THE PLAN

4.1 Number of Shares. Subject to adjustment as provided in Section 4.3,
the total number of Shares available for grant under the Plan shall not exceed
Three Million (3,000,000) Shares. The maximum number of Shares that are
available for grant to any individual Participant in any calendar year shall not
exceed 500,000 Shares. Shares granted under the Plan may be either authorized
but unissued Shares or treasury Shares.

4.2 Lapsed Awards. If an Award terminates, expires, or lapses for any
reason, any Shares subject to such Award again shall be available to be the
subject of an Award.

4.3 Adjustments in Awards and Authorized Shares. In the event of any
merger, reorganization, consolidation, recapitalization, separation,
liquidation, stock dividend, split-up, Share combination, or other change in the
corporate structure of the Company affecting the Shares, the Committee shall
adjust the number and class of Shares which may be delivered under the Plan, the
number, class, and price of Shares subject to outstanding Awards, and the
numerical limit of Section 10.5 in such manner as the Committee (in its sole
discretion) shall determine to be appropriate to prevent the dilution or
diminution of such Awards. Notwithstanding the preceding, the number of Shares
subject to any Award always shall be a whole number.

5. STOCK OPTIONS

5.1 Grant of Options. Subject to the terms and provisions of the Plan,
Options may be granted to Employees and Consultants at any time and from time to
time as determined by the Committee in its sole discretion. The Committee, in
its sole discretion, shall determine the number of Shares subject to each
Option. The Committee may grant Incentive Stock Options, Nonqualified Stock
Options, or a combination thereof.

5.2 Award Agreement. Each Option shall be evidenced by an Award
Agreement that shall specify the Exercise Price, the expiration date of the
Option, the number of Shares to which the Option pertains, any conditions to
exercise of the Option, and such other terms and conditions as the Committee, in
its discretion, shall determine. The Award Agreement shall specify whether the
Option is intended to be an Incentive Stock Option or a Nonqualified Stock
Option.

5.3 Exercise Price. Subject to the provisions of this Section 5.3, the
Exercise Price for each Option shall be determined by the Committee in its sole
discretion.

5.3.1 Nonqualified Stock Options. In the case of a Nonqualified Stock
Option, the Exercise Price shall be not less than twenty five percent (25%) of
the Fair Market Value of a Share on the Grant Date.

5.3.2 Incentive Stock Options. In the case of an Incentive Stock
Option, the Exercise Price shall be not less than one hundred percent (100%) of
the Fair Market Value of a Share on the Grant Date; provided, however, that if
on the Grant Date, the Employee (together with persons whose stock ownership is
attributed to the Employee pursuant to section 424(d) of the Code) owns stock
possessing more than

10% of the total combined voting power of all classes of stock of the Company or
any of its Subsidiaries, the Exercise Price shall be not less than one hundred
and ten percent (110%) of the Fair Market Value of a Share on the Grant Date.

5.3.3 Substitute Options. Notwithstanding the provisions of Sections
5.3.1 and 5.3.2, in the event that the Company or an Affiliate consummates a
transaction described in section 424(a) of the Code (e.g., the acquisition of
property or stock from an unrelated corporation), persons who become Employees
or Consultants on account of such transaction may be granted Options in
substitution for options granted by their former employer. If such substitute
Options are granted, the Committee, in its sole discretion and consistent with
section 424(a) of the Code, shall determine the exercise price of such
substitute Options.

5.4 Expiration of Options.

5.4.1 Expiration Dates. Each Option shall terminate no later than the
first to occur of the following events:

(a) The date for termination of the Option set forth in the written
Award Agreement; or

(b) The expiration of ten (10) years from the Grant Date (except as
provided in Section 5.8.4 regarding Incentive Stock Options); or

(c) Immediately upon the date and time of the Participant's Termination
of Service for a reason other than the Participant's death, Disability or
Retirement, unless the Committee in its sole discretion elects to extend the
exercisability of an Option to not more than three (3) months from Termination
of Service; or

(d) The expiration of one (1) year from the date of the Participant's
Termination of Service by reason of death, Disability or Retirement (except as
provided in Section 5.8.2 regarding Incentive Stock Options).

5.4.2 Committee Discretion. Subject to the limits of Sections 5.4.1,
the Committee, in its sole discretion, (a) shall provide in each Award Agreement
when each Option expires and becomes unexercisable, and (b) may, after an Option
is granted, extend the maximum term of the Option (subject to Section 5.8.4
regarding Incentive Stock Options).

5.5 Exercisability of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall determine in its sole discretion. After an Option is
granted, the Committee, in its sole discretion, may accelerate the
exercisability of the Option. However, in no event may any Option granted to a
Section 16 Person be exercisable until at least six (6) months following the
Grant Date.

5.6 Payment. Options shall be exercised by the Participant's delivery
of a written notice of exercise to the Secretary of the Company (or the
Company's designee), setting forth the number of Shares with respect to which
the Option is to be exercised, accompanied by full payment for the Shares.

Upon the exercise of any Option, the Exercise Price shall be payable to
the Company in full in cash or its equivalent. The Committee, in its sole
discretion, also may permit exercise (a) by tendering previously acquired Shares
having an aggregate Fair Market Value at the time of exercise equal to the total
Exercise Price, or (b) by any other means which the Committee, in its sole
discretion, determines to both provide legal consideration for the Shares, and
to be consistent with the purposes of the Plan.

As soon as practicable after receipt of a written notification of
exercise and full payment for the Shares purchased, the Company shall deliver to
the Participant (or the Participant's designated broker), Share certificates
(which may be in book entry form) representing such Shares.

5.7 Restrictions on Share Transferability. The Committee may impose
such restrictions on any Shares acquired pursuant to the exercise of an Option
as it may deem advisable, including, but not limited to, restrictions related to
applicable Federal securities laws, the requirements of any national securities
exchange or system upon which Shares are then listed or traded, or any blue sky
or state securities laws.

5.8 Certain Additional Provisions for Incentive Stock Options.
Notwithstanding anything to the contrary contained in this Section 5, the
following provisions shall apply to any Incentive Stock Option granted pursuant
to the Plan.

5.8.1 Exercisability. The aggregate Fair Market Value (determined on
the Grant Date(s)) of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by any Employee during any calendar year
(under all plans of the Company and its Subsidiaries) shall not exceed $100,000.

5.8.2 Termination of Service. No Incentive Stock Option may be
exercised more than three (3) months after the Participant's Termination of
Service for any reason other than Disability or death, unless (a) the
Participant dies during such three-month period, and (b) the Award Agreement or
the Committee permits later exercise.

5.8.3 Company and Subsidiaries Only. Incentive Stock Options may be
granted only to persons who are Employees of the Company or a Subsidiary on the
Grant Date.

5.8.4 Expiration. No Incentive Stock Option may be exercised after the
expiration of ten (10) years from the Grant Date; provided, however, that if the
Option is granted to an Employee who, together with persons whose stock
ownership is attributed to the Employee pursuant to section 424(d) of the Code,
owns stock possessing more than 10% of the total combined voting power of all
classes of the stock of the Company or any of its Subsidiaries, the Option may
not be exercised after the expiration of five (5) years from the Grant Date.

5.9 Grant of Reload Options. The Committee may provide in an Award
Agreement that a Participant who exercises all or part of an Option by payment
of the Exercise Price with already owned Shares, shall be granted an additional
option (a "Reload Option") for a number of shares equal to the number of Shares
tendered to exercise the previously granted Option plus, if the Committee so
determines, any Shares withheld or delivered in satisfaction of any tax
withholding requirements. As determined by the Committee, each Reload Option
shall: (a) have a Grant Date which is the date as of which the previously
granted Option is exercised, and (b) be exercisable on the same terms and
conditions as the previously granted Option, except that the Exercise Price
shall be determined as of the Grant Date.

5.10 Acceleration on Change of Control. Unless provided otherwise in
the Award Agreement, if a Change of Control occurs, all outstanding Options
granted under the Plan will become immediately exercisable to the extent of 100%
of the Shares subject thereto notwithstanding any contrary exercise or vesting
periods specified in this Plan.

6. STOCK APPRECIATION RIGHTS.

6.1 Grant of SARs. Subject to the terms and conditions of the Plan, a
SAR may be granted to Employees and Consultants at any time and from time to
time as shall be determined by the Committee, in its sole discretion. The
Committee may grant Affiliated SARs, Freestanding SARs, Tandem SARs, or any
combination thereof. The Committee shall have complete discretion to determine
the number of SARs granted to any Participant.

6.1.1 Exercise Price and Other Terms. The Committee, subject to the
provisions of the Plan, shall have complete discretion to determine the terms
and conditions of SARs granted under the Plan. However, the exercise price of a
Freestanding SAR shall be not less than twenty five percent (25%) of the Fair
Market Value of a Share on the Grant Date. The exercise price of Tandem or
Affiliated SARs shall

equal the Exercise Price of the related Option. In no event shall a SAR granted
to a Section 16 Person become exercisable until at least six (6) months after
the Grant Date (or such shorter period as may be permissible while maintaining
compliance with Rule 16b-3).

6.2 Exercise of Tandem SARs. Tandem SARs may be exercised for all or
part of the Shares subject to the related Option upon the surrender of the right
to exercise the equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable. With respect to a Tandem SAR granted in connection with an
Incentive Stock Option: (a) the Tandem SAR shall expire no later than the
expiration of the underlying Incentive Stock Option; (b) the value of the payout
with respect to the Tandem SAR shall be for no more than one hundred percent
(100%) of the difference between the Exercise Price of the underlying Incentive
Stock Option and the Fair Market Value of the Shares subject to the underlying
Incentive Stock Option at the time the Tandem SAR is exercised; and (c) the
Tandem SAR shall be exercisable only when the Fair Market Value of the Shares
subject to the Incentive Stock Option exceeds the Exercise Price of the
Incentive Stock Option.

6.3 Exercise of Freestanding SARs. Freestanding SARs shall be
exercisable on such terms and conditions as the Committee, in its sole
discretion, shall determine. However, no SAR granted to a Section 16 Person
shall be exercisable until at least six (6) months after the Grant Date (or such
shorter period as may be permissible while maintaining compliance with Rule
16b-3).

6.4 SAR Agreement. Each SAR grant shall be evidenced by an Award
Agreement that shall specify the exercise price, the term of the SAR, the
conditions of exercise, and such other terms and conditions as the Committee, in
its sole discretion, shall determine.

6.5 Expiration of SARs. A SAR granted under the Plan shall expire upon
the date determined by the Committee, in its sole discretion, and set forth in
the Award Agreement. Notwithstanding the foregoing, the rules of Section 5.4
also shall apply to SARs.

6.6 Payment of SAR Amount. Upon exercise of a SAR, a Participant shall
be entitled to receive payment from the Company in an amount determined by
multiplying:

(a) The difference between the Fair Market Value of a Share on the date
of exercise over the exercise price; times

(b) The number of Shares with respect to which the SAR is exercised.

At the discretion of the Committee, payment for a SAR may be in cash,
Shares or a combination thereof.

7. RESTRICTED STOCK

7.1 Grant of Restricted Stock. Subject to the terms and provisions of
the Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock to Employees and Consultants in such amounts as the Committee,
in its sole discretion, shall determine. The Committee, in its sole discretion,
shall determine the number of Shares to be granted to each Participant.

7.2 Restricted Stock Agreement. Each Award of Restricted Stock shall be
evidenced by an Award Agreement that shall specify the Period of Restriction,
the number of Shares granted, any price to be paid for the Shares, and such
other terms and conditions as the Committee, in its sole discretion, shall
determine. Unless the Committee determines otherwise, Shares of Restricted Stock
shall be held by the Company as escrow agent until the restrictions on such
Shares have lapsed.

7.3 Transferability. Shares of Restricted Stock may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the
end of the applicable Period of Restriction. In no event may the restrictions on
Restricted Stock granted to a Section 16 Person lapse prior to six (6) months
following the Grant Date.

7.4 Other Restrictions. The Committee, in its sole discretion, may
impose such other restrictions on Shares of Restricted Stock as it may deem
advisable or appropriate, in accordance with this Section 7.4. For example, the
Committee may set restrictions based upon the achievement of specific
performance objectives (Company-wide, divisional, or individual), applicable
Federal or state securities laws, or any other basis determined by the Committee
in its discretion. The Committee, in its discretion, may legend the certificates
representing Restricted Stock to give appropriate notice of the restrictions
applicable to such Shares.

7.5 Removal of Restrictions. Shares of Restricted Stock covered by each
Restricted Stock grant made under the Plan shall be released from escrow as soon
as practicable after the last day of the Period of Restriction. The Committee,
in its discretion, may accelerate the time at which any restrictions shall
lapse, and remove any restrictions; provided, however, that the Period of
Restriction on Shares granted to a Section 16 Person may not lapse until at
least six (6) months after the Grant Date. After the restrictions have lapsed,
the Participant shall be entitled to have any legend or legends under Section
7.4 removed from his or her Share certificate, and the Shares shall be freely
transferable by the Participant.

7.6 Voting Rights. During the Period of Restriction, Participants
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless otherwise provided in the Award
Agreement.

7.7 Dividends and Other Distributions. During the Period of
Restriction, Participants holding Shares of Restricted Stock shall be entitled
to receive all dividends and other distributions paid with respect to such
Shares unless otherwise provided in the Award Agreement. If any such dividends
or distributions are paid in Shares, the Shares shall be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted
Stock with respect to which they were paid. With respect to Restricted Stock
granted to a Section 16 Person, any dividend or distribution that constitutes a
"derivative security" or an "equity security" under Section 16 of the 1934 Act
shall be subject to a Period of Restriction equal to the longer of: (a) the
remaining Period of Restriction on the Shares of Restricted Stock with respect
to which the dividend or distribution is paid; or (b) six (6) months.

7.8 Return of Restricted Stock to Company. On the date set forth in the
Award Agreement, the Restricted Stock for which restrictions have not lapsed
shall revert to the Company and again shall become available for grant under the
Plan.

8. PERFORMANCE UNITS AND PERFORMANCE SHARES

8.1 Grant of Performance Units/Shares. Performance Units and
Performance Shares may be granted to Employees and Consultants at any time and
from time to time, as shall be determined by the Committee, in its sole
discretion. The Committee shall have complete discretion in determining the
number of Performance Units and Performance Shares granted to any Participant.

8.2 Initial Value. Each Performance Unit shall have an initial value
that is established by the Committee on or before the Grant Date. Each
Performance Share shall have an initial value equal to the Fair Market Value of
a Share on the Grant Date.

8.3 Performance Objectives and Other Terms. The Committee shall set
performance objectives in its discretion which, depending on the extent to which
they are met, will determine the number or value of Performance Units or Shares
that will be paid out to the Participants. The Committee may set performance
objectives based upon the achievement of Company-wide, divisional, or individual
goals, or any other basis determined by the Committee in its discretion. The
time period during which the performance objectives must be met shall be called
the "Performance Period". Performance Periods of Awards granted to Section 16
Persons shall exceed six (6) months in length (or such shorter period as may be
permissible while maintaining compliance with Rule 16b-3). Each Award of
Performance Units/Shares shall be evidenced by an Award Agreement that shall
specify the Performance Period, and such other terms and conditions as the
Committee, in its sole discretion, shall determine.

8.4 Earning of Performance Units and Performance Shares. After the
applicable Performance Period has ended, the Participant shall be entitled to
receive a payout of the number of Performance Units or Shares earned during the
Performance Period, depending upon the extent to which the applicable
performance objectives have been achieved. After the grant of a Performance Unit
or Share, the Committee, in its sole discretion, may reduce or waive any
performance objectives for Award; provided that Performance Periods of Awards
granted to Section 16 Persons shall not be less than six (6) months (or such
shorter period as may be permissible while maintaining compliance with Rule
16b-3).

8.5 Form and Timing of Payment. Payment of earned Performance Units or
Performance Shares shall be made as soon as practicable after the expiration of
the applicable Performance Period. The Committee, in its sole discretion, may
pay earned Performance Units or Performance Shares in cash, Shares or a
combination thereof

8.6 Cancellation. On the date set forth in the Award Agreement, all
unearned or unvested Performance Units or Performance Shares shall be forfeited
to the Company, and again shall be available for grant under the Plan.

9. NONEMPLOYEE DIRECTORS

9.1 Granting of Options. Subject to the terms & provisions of the Plan,
the Board may grant Nonqualified Stock Options to purchase shares to Nonemployee
Directors of the Company.

9.2 Terms of Options. The Board, in its sole discretion, shall
determine the number of shares subject to each Option.

9.2.1 Option Agreement. Each Option granted pursuant to this Section 9
shall be evidenced by a written stock option agreement which shall be executed
by the Participant and the Company.

9.2.2 Exercise Price. The Exercise Price for the Shares subject to each
Option granted pursuant to this Section 9 shall be not less than twenty five
percent (25%) of the Fair Market Value of a Share on the Grant Date.

9.2.3 Exercisability. Each Option granted pursuant to this Section 9
shall become exercisable in full one year after the date the Option is granted.
If a Nonemployee Director incurs a Termination of Service for a reason other
than Retirement, death or Disability, his or her Options which are not
exercisable on the date of such Termination shall never become exercisable. If
the Termination of Service is on account of Retirement, death or Disability, the
Option shall become exercisable in full on the date of the Termination of
Service.

9.2.4 Expiration of Options. Each Option shall terminate upon the first
to occur of the following events:

(a) The expiration of ten (10) years from the Grant Date; or

(b) The expiration of three (3) months from the date of the
Participant's Termination of Service for a reason other than death, Disability
or Retirement; or

(c) The expiration of one (1) year from the date of the Participant's
Termination of Service by reason of Disability or Retirement.

9.2.5 Death of Director. Notwithstanding Section 9.2.4, if a Director
dies prior to the expiration of his or her options in accordance with Section
9.2.4, his or her options shall terminate one (1) year after the date of his or
her death.

9.2.6 Special Rule for Retirement. Notwithstanding the provisions of
Section 9.2.4, if the exercisability of an Option is accelerated under Section
9.2.3 on account of the Participant's Retirement,

such Option shall terminate upon the first to occur of: (a) the expiration of
ten (10) years from the date the Option was granted; or (b) the expiration of
one year from the date of the Participant's death.

9.2.7 Not Incentive Stock Options. Options granted pursuant to this
Section 9 shall not be designated as Incentive Stock Options.

9.2.8 Other Terms. All provisions of the Plan not inconsistent with
this Section 9, including, but not limited to, Section 5.10, shall apply to
Options granted to Nonemployee Directors.

9.3 Elections by Nonemployee Directors. Pursuant to such procedures as
the Board (in its discretion) may adopt from time to time, each Nonemployee
Director may elect to forego receipt of all or a portion of committee fees and
meeting fees otherwise due to the Nonemployee Director in exchange for Shares.
The number of Shares received by any Nonemployee Director shall equal the amount
of foregone compensation divided by the Fair Market Value of a Share on the date
that the compensation otherwise would have been paid to the Nonemployee
Director, rounded up to the nearest whole number of Shares. The procedures
adopted by the Board for elections under this Section 9.3 shall be designed to
ensure that any such election by a Nonemployee Director will not disqualify him
or her as a "non-employee director" under Rule 16b-3.

10. SECTION 162(m) DEDUCTION QUALIFICATION. Except as otherwise provided in
Section 10.5, the provisions of this Section 10 shall apply only to Awards of
Covered Officers.

10.1 Awards for Covered Officers. Any other provision of the Plan
notwithstanding, all Awards to Covered Officers shall be made in a manner that
allows for the full deductibility of the Award by the Company or its
Subsidiaries under Section 162(m) of the Code. All Awards for Covered Officers
shall comply with the provisions of this Section 10.

10.2 Designation of Covered Officers. For each Performance Period, the
Committee will designate which Participants are Covered Officers prior to the
completion of 25% of the Performance Period (or such earlier or later date as is
permitted or required by Section 162(m) of the Code).

10.3 Establishment of Performance Goals and Awards for Covered
Officers. Prior to the completion of 25% of a Performance Period (or such
earlier or later date as is permitted or required by Section 162(m) of the
Code), the Committee shall in its sole discretion, for each such Performance
Period: (a) determine and establish in writing one or more Performance Goals
applicable to the Performance Period for each Covered Officer; and (b) either
(i) assign each Covered Officer a target Award expressed as a fixed number of
Shares or a whole dollar amount or (ii) establish a payout table or formula for
purposes of determining the Award payable to each Covered Officer. Each payout
table or formula: (a) shall be in writing; (b) shall be based on a comparison of
actual performance to the Performance Goals; (c) may include a "floor" which is
the level of achievement of the Performance Goal in which payout begins; and (d)
shall provide for an actual Award equal to or less than the Covered Officer's
target Award, depending on the extent to which actual performance approached or
reached the Performance Goal. Such preestablished Performance Goals and Awards
must state, in terms of an objective formula or standard, the method for
computing the amount of the Award payable to each Covered Officer if the
Performance Goal is met. A formula or standard is objective if a third party
having knowledge of the relevant performance results could calculate the amount
to be paid to the Covered Officer. The Committee may establish any number of
Performance Periods, Performance Goals and Awards for any Covered Officer
running concurrently, in whole or in part, provided, that in so doing the
Committee does not jeopardize the Company's deduction for such Awards under
Section 162(m) of the Code. The Committee may select different Performance Goals
and Awards for different Covered Officers.

10.4 Certification of Achievement of Performance Goals and Amount of
Awards. After the end of each Performance Period, or such earlier date if the
Performance Goals are achieved, the Committee shall certify in writing, prior to
the unconditional payment of any Award, that the Performance Goals for the
Performance Period and all other material terms of the Plan were satisfied and
to what extent they were satisfied. The Committee shall determine the actual
Award for each Covered Officer based on the payout

table/formula established in Section 10.3, as the case may be. Extraordinary
Events shall either be excluded or included in determining the extent to which
the corresponding Performance Goal has been achieved, whichever will produce the
higher Award, provided, however, notwithstanding the attainment of specified
Performance Goals, the Committee has the discretion to reduce or eliminate an
Award that would otherwise be paid to any Participant, including any Covered
Officer, based on the Committee's evaluation of Extraordinary Events or other
factors. Without limiting the manner of computing Awards set forth in the
preceding sentence, with respect to Covered Officers, the Committee may not
under any circumstances increase the amount of an Award.

10.5 Maximum Award. Any other provision of the Plan notwithstanding,
the maximum aggregate Awards payable to any Participant under the Plan for any
Performance Period shall not exceed Five Hundred Thousand (500,000) Shares,
which maximum number of Shares shall be adjusted pursuant to Section 4.3.

11. MISCELLANEOUS

11.1 Forfeiture. Notwithstanding anything in the Plan or in any Award
Agreement to the contrary, in the event of a breach of conduct by a Participant
or former Participant (including, without limitation, any conduct prejudicial to
or in conflict with the Company or an Affiliate), or any activity of a
Participant or former Participant in competition with any of the businesses of
the Company or an Affiliate, the Committee may (a) cancel any outstanding Award
granted to the Participant, in whole or in part, whether or not vested, and/or
(b) if such conduct or activity occurs within one year following the exercise or
payment of an Award, require the former Participant to repay to the Company any
gain realized or payment received upon the exercise or payment of such Award
(with such gain or repayment valued as of the date of exercise or payment). Such
cancellation or repayment obligation shall be effective as of the date specified
by the Committee. Any repayment obligation may be satisfied in Shares or cash or
a combination thereof (based upon the Fair Market Value of the Shares on the day
prior to the date of payment), and the Committee may provide for an offset to
any future payments owed by the Company or Affiliate to such individual if
necessary to satisfy the repayment obligation. The determination of whether any
Participant or former Participant has engaged in a breach of conduct or any
activity in competition with any of the businesses of the Company or an
Affiliate shall be determined by the Committee in good faith and in its sole
discretion.

11.2 No Effect on Employment or Service. Nothing in the Plan shall
interfere with or limit in any way the right of the Company to terminate any
Participant's employment or service at any time, with or without cause. For
purposes of the Plan, transfer of employment of a Participant between the
Company and any one of its Affiliates (or between Affiliates) shall not be
deemed a Termination of Service. Unless there is a written agreement between the
Employee and the Company or an Affiliate to the contrary, employment of an
Employee with the Company and its Affiliates is on an at-will basis only.

11.3 Participation. No Employee or Consultant shall have the right to
be selected to receive an Award under this Plan, or, having been so selected, to
be selected to receive a future Award.

11.4 Indemnification. Each person who is or shall have been a member of
the Committee, or of the Board, shall be indemnified and held harmless by the
Company against and from (a) any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him or her in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action taken or
failure to act under the Plan or any Award Agreement, and (b) from any and all
amounts paid by him or her in settlement thereof, with the Company's approval,
or paid by him or her in satisfaction of any judgment in any such claim, action,
suit, or proceeding against him or her, provided he or she shall give the
Company an opportunity, at its own expense, to handle and defend the same before
he or she undertakes to handle and defend it on his or her own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such individuals may be entitled under the Company's
Articles of Incorporation or Code of Regulations, by contract, as a matter of
law, or otherwise, or under any power that the Company may have to indemnify
them or hold them harmless.

11.5 Successors. All obligations of the Company under the Plan, with
respect to Awards granted hereunder, shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business or assets of the Company.

11.6 Beneficiary Designations. If permitted by the Committee, a
Participant under the Plan may name a beneficiary or beneficiaries to whom any
vested but unpaid Award shall be paid in the event of the Participant's death.
Each such designation shall revoke all prior designations by the Participant and
shall be effective only if given in a form and manner acceptable to the
Committee. In the absence of any such designation, any vested benefits remaining
unpaid at the Participant's death shall be paid to the Participant's estate and,
subject to the terms of the Plan and of the applicable Award Agreement, any
unexercised vested Award may be exercised by the administrator or executor of
the Participant's estate.

11.7 Nontransferability of Awards; Unfunded Plan. No Award granted
under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will, by the laws of descent and
distribution, or to the limited extent provided in Section 11.5. All rights with
respect to an Award granted to a Participant shall be available during his or
her lifetime only to the Participant. Notwithstanding the foregoing, to the
extent provided in the applicable Award Agreement, a Participant may transfer a
Nonqualified Stock Option either (a) to members of his or her immediate family
(as defined in Rule 16a-1 promulgated under the 1934 Act), to one or more trusts
for the benefit of such family members, or to partnerships or other entities in
which such family members are the only partners or owners, provided that the
Participant does not receive any consideration for the transfer, or (b) if such
transfer is approved by the Committee. If such transfer is permitted under the
Award Agreement, any Nonqualified Stock Option held by such transferees are
subject to the same terms and conditions that applied to such Nonqualified Stock
Options immediately prior to transfer based on the transferor Participant's
continuing relationship with the Company. It is intended that the Plan be an
"unfunded" plan for incentive compensation. The Plan does not give a Participant
any interest, lien or claim against any specific asset of the Company. No
Participant or beneficiary shall have any rights under this Plan other than as a
general unsecured creditor of the Company.

11.8 No Rights as Stockholder. Except to the limited extent provided in
Sections 7.6 and 7.7, no Participant (nor any beneficiary) shall have any of the
rights or privileges of a shareholder of the Company with respect to any Shares
issuable pursuant to an Award (or exercise thereof), unless and until
certificates representing such Shares shall have been issued, recorded on the
records of the Company or its transfer agents or registrars, and delivered to
the Participant (or beneficiary).

11.9 Withholding Requirements. Prior to the delivery of any Shares or
cash pursuant to an Award (or exercise thereof), the Company shall have the
power and the right to deduct or withhold, or require a Participant to remit to
the Company, an amount sufficient to satisfy Federal, state, and local taxes
(including the Participant's FICA obligation) required to be withheld with
respect to such Award (or exercise thereof).

11.10 Withholding Arrangements. The Committee, in its sole discretion
and pursuant to such procedures as it may specify from time to time, may permit
or require a Participant to satisfy all or part of the tax withholding
obligations in connection with an Award by (a) having the Company withhold
otherwise deliverable Shares, or (b) delivering to the Company already-owned
Shares having a Fair Market Value equal to the amount required to be withheld.
The amount of the withholding requirement shall be deemed to include any amount
which the Committee determines, not to exceed the amount determined by using the
minimum federal, state or local marginal income tax rates applicable to the
Participant with respect to the Award on the date that the amount of tax to be
withheld is to be determined. The Fair Market Value of the Shares to be withheld
or delivered shall be determined as of the date that the taxes are required to
be withheld.

11.11 Deferrals. The Committee, in its sole discretion, may permit a
Participant to defer receipt of the payment of cash or the delivery of Shares
that would otherwise be delivered to a Participant under

the Plan. Any such deferral elections shall be subject to such rules and
procedures as shall be determined by the Committee in its sole discretion.

12. AMENDMENT, TERMINATION AND DURATION

12.1 Amendment, Suspension, or Termination. The Board, in its sole
discretion, may amend or terminate the Plan, or any part thereof, at any time
and for any reason. However, if and to the extent required to maintain the
Plan's qualification under applicable law or stock exchange regulation, any such
amendment shall be subject to shareholder approval. The amendment, suspension,
or termination of the Plan shall not, without the consent of the Participant,
alter or impair any rights or obligations under any Award previously granted to
such Participant. No Award may be granted during any period of suspension or
after termination of the Plan.

12.2 Duration of the Plan. The Plan shall commence on the date
specified herein, and subject to Section 12.1 (regarding the Board's right to
amend or terminate the Plan), shall remain in effect thereafter. However,
without further stockholder approval, no Incentive Stock Option may be granted
under the Plan after March 7, 2012.

13. LEGAL CONSTRUCTION

13.1 Gender and Number; Accounting Terms. Except where otherwise
indicated by the context, any masculine term used herein also shall include the
feminine; the plural shall include the singular and the singular shall include
the plural. Accounting terms not specifically defined herein shall be construed
in accordance with generally accepted accounting principles.

13.2 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

13.3 Requirements of Law. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

13.4 Compliance with Rule 16b-3. Transactions under this Plan with
respect to Section 16 Persons are intended to comply with all applicable
conditions of Rule 16b-3. To the extent any provision of the Plan, Award
Agreement or action by the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the Committee.
Notwithstanding any contrary provision of the Plan, if the Committee
specifically determines that compliance with Rule 16b-3 no longer is required,
all references in the Plan to Rule 16b-3 shall be null and void.

13.5 Governing Law. The Plan and all Award Agreements shall be
construed in accordance with and governed by the laws of the State of Delaware.

13.6 Captions. Captions are provided herein for convenience only, and
shall not serve as a basis for interpretation or construction of the Plan.

NEOPROBE CORPORATION THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints DAVID C. BUPP and BRENT L. LARSON, and
each of them, severally, with full power of substitution, as proxies
for the undersigned, and hereby authorizes them to represent and to
vote, as designated below, all of the shares of Common Stock, par
value $.001 per share, of NEOPROBE CORPORATION held of record by the
undersigned on April 26, 2002, at the Annual Meeting of Stockholders
to be held on June 20, 2002, or any adjournment thereof, with all the
power the undersigned would possess if present in person.

THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF ALL NOMINEES.

1. To elect as directors the nominees named below for terms of three
years and until their respective successors are duly elected and
qualified.

NOMINEES: NANCY E. KATZ FRED B. MILLER

[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all nominees listed above

THE UNDERSIGNED MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE
BY LINING THROUGH OR OTHERWISE STRIKING OUT THE NAME OF ANY NOMINEE.

2. To adopt the Company's 2002 Stock Incentive Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To increase the authorized number of shares of the Company from
55,000,000 to 80,000,000, consisting of 75,000,000 shares of common
stock, $.001 par value, and 5,000,000 shares of preferred stock,
$.001 par value.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

(Continued, to be dated and signed, on the other side.)
P
R
O
X
Y

Proxy Card

(Continued from the other side.)

4. To transact such other business as may properly come before the
meeting or any adjournment thereof.

In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting of
Stockholders or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTIONS ARE
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3 ABOVE.

The undersigned hereby acknowledges receipt with this Proxy of a
copy of the Notice of Annual Meeting and Proxy Statement dated May 10,
2002, and a copy of the Company's 2001 Annual Report to Stockholders.

Date: , 2002
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Signature

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Signature (if held jointly)

IMPORTANT: Please sign
exactly as name or names
appear to the left. When
shares are held by joint
tenants, both should sign.
When signing as attorney,
executor, administrator,
trustee or guardian, please
give full title as such.
Corporations should sign in
their full corporate name by
their president or other
authorized officer. If a
partnership, please sign in
partnership name by an
authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

Proxy Card