COMMON STOCK PURCHASE AGREEMENT



         COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of November

19, 2001 by and between NEOPROBE CORPORATION, a Delaware corporation (the

"Company"), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability

company (the "Buyer"). Capitalized terms used herein and not otherwise defined

herein are defined in Section 10 hereof.



                                    WHEREAS:



         Subject to the terms and conditions set forth in this Agreement, the

Company wishes to sell to the Buyer, and the Buyer wishes to buy from the

Company, up to Ten Million Dollars ($10,000,000) of the Company's common stock,

par value $.001 per share (the "Common Stock"). The shares of Common Stock to be

purchased hereunder are referred to herein as the "Purchase Shares."



         NOW THEREFORE, the Company and the Buyer hereby agree as follows:



         1.       PURCHASE OF COMMON STOCK.



         Subject to the terms and conditions set forth in Sections 6, 7 and 9

below, the Company hereby agrees to sell to the Buyer, and the Buyer hereby

agrees to purchase from the Company, shares of Common Stock as follows:



         (a) COMMENCEMENT OF PURCHASES OF COMMON STOCK. The purchase and sale of

Common Stock hereunder shall commence (the "Commencement") within five (5)

Trading Days following the date of satisfaction (or waiver) of the conditions to

the Commencement set forth in Sections 6 and 7 below (or such later date as is

mutually agreed to by the Company and Buyer) (the date of such Commencement, the

"Commencement Date").



         (b) BUYER'S PURCHASE RIGHTS AND OBLIGATIONS. Subject to the Company's

right to suspend purchases under Section 1(d)(ii) hereof, the Buyer shall

purchase shares of Common Stock on each Trading Day during each Monthly Period

equal to the Daily Base Amount at the Purchase Price. Within one (1) Trading Day

of receipt of Purchase Shares, the Buyer shall pay to the Company an amount

equal to the Purchase Amount with respect to such Purchase Shares as full

payment for the purchase of the Purchase Shares so received. The Company shall

not issue any fraction of a share of Common Stock upon any purchase. All shares

of Common Stock (including fractions thereof) issuable upon a purchase under

this Agreement shall be aggregated for purposes of determining whether the

purchase would result in the issuance of a fraction of a share of Common Stock.

If, after the aforementioned aggregation, the issuance would result in the

issuance of a fraction of a share of Common Stock, the Company shall round such

fraction of a share of Common Stock up or down to the nearest whole share. All

payments made under this Agreement shall be made in lawful money of the United

States of America by wire transfer of immediately available funds to such

account as the Company may from time to time designate by written notice in

accordance with the provisions of this Agreement. Whenever any amount expressed

to be due by the terms of this Agreement is due on any day which is not a

Trading Day, the same shall instead be due on the next succeeding day which is a

Trading Day.

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         (c)      COMPANY'S RIGHT TO DECREASE OR INCREASE THE DAILY BASE AMOUNT.



                  (i) COMPANY'S RIGHT TO DECREASE THE DAILY BASE AMOUNT. The

         Company shall always have the right at any time to decrease the Daily

         Base Amount by delivering written notice (a "Daily Base Amount Decrease

         Notice") to the Buyer which notice shall specify the new Daily Base

         Amount. The decrease in the Daily Base Amount shall become effective

         one Trading Day after receipt by the Buyer of the Daily Base Amount

         Decrease Notice. Any purchases by the Buyer which have a Purchase Date

         on or prior to the first (1st) Trading Day after receipt by the Buyer

         of a Daily Base Amount Decrease Notice must be honored by the Company

         as otherwise provided herein. The decrease in the Daily Base Amount

         shall remain in effect until the Company delivers to the Buyer a Daily

         Base Amount Increase Notice (as defined below).



                  (ii) COMPANY'S RIGHT TO INCREASE THE DAILY BASE AMOUNT. The

         Company shall always have the right at any time to increase the amount

         of the Daily Base Amount up to the Original Daily Base Amount by

         delivering written notice to the Buyer stating the new amount of the

         Daily Base Amount (a "Daily Base Amount Increase Notice"). If the

         Closing Sale Price of the Common Stock on each of the five (5)

         consecutive Trading Days immediately prior to a Daily Base Amount

         Increase Notice is at least $5.00, the Company shall have the right to

         deliver a Daily Base Amount Increase Notice which increases the amount

         of the Daily Base Amount to any amount above the Original Daily Base

         Amount. A Daily Base Amount Increase Notice shall be effective one

         Trading Day after receipt by the Buyer. Such increase in the amount of

         the Daily Base Amount shall continue in effect until the delivery to

         the Buyer of a Daily Base Amount Decrease Notice. Notwithstanding

         anything to the contrary, if the Daily Base Amount then in effect is

         greater than the Original Daily Base Amount and the Sale Price of the

         Common Stock during any Trading Day is less than $5.00, the amount of

         the Daily Base Amount for such Trading Day on which the Sale Price of

         the Common Stock is less than $5.00 and for each Trading Day thereafter

         shall be the Original Daily Base Amount or such lesser amount as

         specified by the Company in a Daily Base Amount Decrease Notice.

         Thereafter, the Company shall again have the right to increase the

         amount of the Daily Base Amount to any amount above the Original Daily

         Base Amount only if the Closing Sale Price of the Common Stock is at

         least $5.00 on each of five (5) consecutive Trading Days.



         (d)      LIMITATIONS ON PURCHASES.



                  (i) LIMITATION ON BENEFICIAL OWNERSHIP. The Company shall not

         effect any sale under this Agreement and the Buyer shall not have the

         right to purchase shares of Common Stock under this Agreement to the

         extent that after giving effect to such purchase the Buyer together

         with its affiliates would beneficially own in excess of 4.9% of the

         outstanding shares of the Common Stock following such purchase. For

         purposes hereof, the number of shares of Common Stock beneficially

         owned by the Buyer and its affiliates or acquired by the Buyer and its

         affiliates, as the case may be, shall include the number of shares of

         Common Stock issuable in connection with a purchase under this

         Agreement with respect to which the determination is being made, but

         shall exclude the number of shares of Common Stock which would be

         issuable upon (1) a purchase of the remaining Available Amount which

         has not been submitted for purchase, and (2) exercise or conversion of

         the unexercised or unconverted portion of any other securities of the

         Company (including, without limitation, any warrants) subject to a

         limitation on conversion or exercise analogous to the limitation

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