CONTINUING SECURITY AGREEMENT





         THIS CONTINUING SECURITY AGREEMENT is entered into as of January 26,

2001 by and between Neoprobe Corporation, a Delaware corporation having its

principal office at 425 Metro Place North, Suite 300, Dublin, Ohio 43017 (the

"Borrower"), and Firstar Bank, N.A., a national banking association having its

principal office at 175 South Third Street, Columbus, Ohio 43215 (the "Bank").



                             BACKGROUND INFORMATION

                             ----------------------



         The Borrower and the Bank are entering into a Revolving Credit Loan

Agreement of even date herewith (as it may be amended, modified, supplemented,

extended, restated or replaced from time to time, the "Credit Agreement"). The

Borrower is entering into this Continuing Security Agreement (as it may be

amended, modified, supplemented, extended, restated or replaced from time to

time, the "Security Agreement") in order to induce the Bank to enter into and

extend credit from time to time to the Borrower, including without limitation

under the Credit Agreement.



                                   PROVISIONS

                                   ----------



       NOW, THEREFORE, as an inducement to and in consideration of the Bank

providing such credit facilities, the mutual obligations contained herein, and

for other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the Borrower and the Bank do hereby agree as follows:



                                    ARTICLE I



                                   DEFINITIONS

                                   -----------



         SECTION 1.1 TERMS DEFINED IN CREDIT AGREEMENT. All capitalized terms

used herein and not otherwise defined shall have the meanings assigned to such

terms in the Credit Agreement.



         SECTION 1.2 TERMS DEFINED IN OHIO UNIFORM COMMERCIAL CODE. Terms

defined in the Ohio Uniform Commercial Code which are not otherwise defined in

this Security Agreement are used herein as defined in the Ohio Uniform

Commercial Code as in effect from time to time (the "UCC").



         SECTION 1.3 DEFINITIONS OF CERTAIN TERMS USED HEREIN. As used in this

Security Agreement, in addition to the terms defined in the Background

Information section above, the following terms shall have the following

meanings:



                  "ACCOUNTS" means "accounts" as defined in the UCC and shall

also include a right to payment of a monetary obligation, whether or not earned

by performance, (i) for property that has been or is to be sold, leased,

licensed, assigned, or otherwise disposed of, (ii) for services



{PAGE}   2





rendered or to be rendered, (iii) for a policy of insurance issued or to be

issued, (iv) for a secondary obligation incurred or to be incurred, (v) for

energy provided or to be provided, (vi) for the use or hire of a vessel under a

charter or other contract, (vii) arising out of the use of a credit or charge

card or information contained on or for use with the card, or (viii) as winnings

in a lottery or other game of chance operated or sponsored by a state,

governmental unit of a state, or Person licensed or authorized to operate the

game by a state or governmental unit of a state.



                  "ARTICLE" means a numbered article of this Security Agreement,

unless another document is specifically referenced.



                  "CHATTEL PAPER" means "chattel paper" as defined in the UCC

and shall also include a record or records that evidence both a monetary

obligation and a security interest in or a lease of specific goods or of

specific goods and software used in the goods.



                  "COLLATERAL" means all Accounts, Chattel Paper, Deposit

Accounts, Documents, Equipment, Fixtures, General Intangibles, Investment

Property, Instruments, Inventory, Payment Intangibles, Pledged Deposits, Stock

Rights and Other Collateral, wherever located, in which the Borrower now has or

hereafter acquires any right or interest, and the proceeds, insurance proceeds

and products thereof, together with all books and records, customer lists,

credit files, software, computer files, programs, printouts and other computer

materials and records related thereto.



                  "CONTROL" shall have the meaning set forth in the UCC.



                  "DEPOSIT ACCOUNT" means "deposit account" as defined in the

UCC and shall also include a demand, time, savings, passbook, or similar account

maintained with a bank.



                  "DOCUMENTS" means "documents" as defined in the UCC and shall

also include all documents of title and goods evidenced thereby, including

without limitation all bills of lading, dock warrants, dock receipts, warehouse

receipts and orders for the delivery of goods, and also any other document which

in the regular course of business or financing is treated as adequately

evidencing that the Person in possession of it is entitled to receive, hold and

dispose of the document and the goods it covers.



                  "EQUIPMENT" means "equipment" as defined in the UCC and shall

also include all equipment, machinery, furniture and goods used or usable by the

Borrower in its business and all other tangible personal property (other than

Inventory), and all accessions and additions thereto.



                  "EVENT OF DEFAULT" means an event described in Section 5.1.



                  "EXHIBIT" refers to a specific exhibit to this Security

Agreement, unless another document is specifically referenced.



                  "FIXTURES" means "fixtures" as defined in the UCC and shall

also include all goods which become so related to particular real estate that an

interest in such goods arises under any real estate law applicable thereto,

including, without limitation, all trade fixtures.







                                       2

{PAGE}   3



                  "GENERAL INTANGIBLES" means "general intangibles" as defined

in the UCC and shall also include all intangible personal property (other than

Accounts) including, without limitation, Payment Intangibles, all contract

rights, rights to receive payments of money, choses in action, causes of action,

judgments, tax refunds and tax refund claims, patents, trademarks, trade names,

copyrights, licenses, franchises, computer programs, software, goodwill,

customer and supplier contracts, interests in general or limited partnerships,

joint ventures or limited liability companies, reversionary interests in pension

and profit sharing plans and reversionary, beneficial and residual interests in

trusts, leasehold interests in real or personal property, rights to receive

rentals of real or personal property and guarantee and indemnity claims.



                  "INVESTMENT PROPERTY" means a security, whether certificated

or uncertificated; a security entitlement; a securities account; a commodity

contract; or a commodity account (all as defined in the UCC).



                  "INSTRUMENTS" means "instruments" as defined in the UCC and

shall also include all negotiable instruments (as defined in ss.3-104 of the

UCC), certificated and uncertificated securities and any replacements therefor

and Stock Rights related thereto, and other writings which evidence a right to

the payment of money and which are not themselves security agreements or leases

and are of a type which in the ordinary course of business are transferred by

delivery with any necessary endorsement or assignment, including, without

limitation, all checks, drafts, notes, bonds, debentures, government securities,

certificates of deposit, letters of credit, preferred and common stocks, options

and warrants.



                  "INVENTORY" means "inventory" as defined in the UCC and shall

also include all goods, other than farm products, which: (A) are leased by a

Person as lessor; (B) are held by a Person for sale or lease or to be furnished

under contracts of service; (C) are furnished by a Person under a contract of

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