PARTICIPATION AGREEMENT



         This Participation Agreement (the "Agreement") is made this 30th day of

November, 2000, by and between Neoprobe Corporation, a Delaware corporation

("Neoprobe") and Cira, LLC, a Delaware limited liability company ("Cira")

(collectively, the "Parties").



         WHEREAS, Neoprobe has exclusive rights to certain intellectual property

relating to the treatment of cancer using cellular therapy (hereinafter,

"Neoprobe's Intellectual Property").



         WHEREAS, Cira has exclusive rights to certain intellectual property

relating to the treatment of cancer using a novel cytokine factor (hereinafter,

"Cira's Intellectual Property").



         WHEREAS, the Parties desire to collaborate their intellectual property

to develop a cancer treatment regimen (the "Treatment Regimen") to license to a

third party.



         NOW, THEREFORE, in consideration of the mutual covenants exchanged

herein, the Parties agree as follows:



1.       DEVELOPMENT OF THE TREATMENT REGIMEN. Neoprobe grants to Cira a

         limited, nonexclusive license to use Neoprobe's Intellectual Property

         and technical information relating to the treatment of cancer using

         cellular therapy. Cira shall utilize Neoprobe's Intellectual Property

         and technical information in conjunction with Cira's Intellectual

         Property and technical information to develop the Treatment Regimen.

         Any new Intellectual Property developed by Cira in this effort will be

         jointly owned by Cira and Neoprobe, without obligation of accounting

         except as provided in Section 3 below. Upon development of the

         Treatment Regimen, the Parties shall endeavor to identify a third party

         to license the Treatment Regimen on mutually agreeable terms and

         conditions.



2.       EXPENSES. Neoprobe shall be responsible for the first $50,000.00 in

         direct costs (the "Initial Direct Costs") associated with the

         development of the Treatment Regimen. Cira shall submit invoices to

         Neoprobe, which state in reasonable detail the itemization of said

         Initial Direct Costs each calendar month and Neoprobe shall remit said

         amount, up to a total of $50,000.00 to Cira within thirty days of

         receipt of Cira's invoice. Except for the Initial Direct Costs, each

         party shall be responsible for all of its own costs and expenses

         incurred in connection with the development of the Treatment Regimen.



3.       REVENUE. In the event the Treatment Regimen is licensed to a third

         party, the Parties agree to allocate any and all revenue associated

         with the licensing of the Treatment Regimen in the following manner:



(a)      Development contract gross profit will be split equally between the

         parties.



(b)      Sales, licensing, and similar revenue, less direct costs associated

         therewith, will be split as follows:



         (I)    50:50 until this amount reaches $400,000;



         (ii)   thereafter, 80% to Neoprobe and 20% to Cira until Neoprobe

                receives one million nine hundred fifty thousand dollars

                ($1,950,000) in the aggregate from this amount; and

{PAGE}   2



Participation Agreement

Neoprobe and Cira

Page 2 of 5







         (iii)  50:50 between the parties thereafter.





4.       TERM OF AGREEMENT. In the event that on or before August 31, 2001, the

         parties enter into a joint development, strategic partnership, license

         or similar agreement with a third party relating to the Treatment

         Regimen, this Agreement shall continue in full force and effect until

         such time that such third party agreement expires. In the event the

         parties do not enter into such a third party agreement on or before

         August 31, 2001, this Agreement shall terminate on August 31, 20011

         unless the parties mutually agree otherwise in writing.

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