INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy State Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant[ ]

Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, For Use of the Com-
mission Only (as permitted by
Rule14A-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12

INTERNATIONAL ISOTOPES INC.
----------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

-------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):

[ ] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:

-------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

-------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

-------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

-------------------------------------------------------------------------------
(5) Total fee paid:

-------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:

-------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

-------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

-------------------------------------------------------------------------------
(3) Filing Party:

-------------------------------------------------------------------------------
(4) Date Filed:

INTERNATIONAL ISOTOPES INC.

4137 Commerce Circle
Idaho Falls, Idaho 83401
(208) 524-5300

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 26, 2002

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

To the Shareholders of
INTERNATIONAL ISOTOPES INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
International Isotopes Inc. (the "Company"), a Texas corporation, will be held
at the Embassy Suites Outdoor World at DFW Airport, 2401 Bass Pro Drive,
Grapevine, Texas, on Wednesday, June 26, 2002, at 2:00 p.m., Grapevine, Texas
time, for the following purposes:

1. To elect five directors to serve until the next succeeding
annual meeting and until their respective successors are elected and qualified;

2. To ratify the appointment by the Board of Directors of Hansen,
Barnett & Maxwell LLP as independent certified public accountants of the Company
for the fiscal years ending December 31, 2001 and December 31, 2002;

3. To approve the Company's 2002 Amended and Restated Long Term
Incentive Plan;

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

The close of business on May 10, 2002 has been fixed by the Board of
Directors as the record date for the Annual Meeting. Only shareholders of record
on that date will be entitled to notice of and to vote at the Annual Meeting or
any adjournment thereof, notwithstanding transfer of any stock on the books of
the Company after such record date. The stock transfer books will not be closed.

A Proxy Statement, form of Proxy, and copy of the Annual Report on Form
10-K as filed with the Securities and Exchange Commission with respect to the
Company's operations during the fiscal year ended December 31, 2001, accompany
this notice.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING.
IF YOU DO NOT EXPECT TO ATTEND IN PERSON, PLEASE SIGN AND DATE THE ENCLOSED FORM
OF PROXY AND RETURN IT TO THE ADDRESS SET FORTH ON THE REVERSE SIDE OF THE
PROXY. SHAREHOLDERS WHO ATTEND THE ANNUAL MEETING MAY REVOKE THEIR PROXIES AND
VOTE IN PERSON IF THEY DESIRE.

By Order of the Board of Directors

STEVE LAFLIN
President and CEO
May 25, 2002

INTERNATIONAL ISOTOPES INC.

4137 Commerce Circle
Idaho Falls, Idaho 83401
(208) 524-5300

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

PROXY STATEMENT

For the Annual Meeting of Shareholders
To be Held on June 26, 2002

SOLICITATION OF PROXIES

This Proxy Statement is furnished to shareholders of International
Isotopes Inc., a Texas corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors to be voted at the Annual
Meeting of Shareholders of the Company to be held at the Embassy Suites Outdoor
World at DFW Airport, 2401 Bass Pro Drive, Grapevine, Texas on Wednesday, June
26, 2002, at 2:00 p.m., Grapevine, Texas time, or at any adjournment thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. References herein to the "Company" include its subsidiary, unless
the context otherwise requires.

This Proxy Statement and form of Proxy are being mailed to shareholders
on or about May 25, 2002. If the enclosed form of Proxy is executed and
returned, it may nevertheless be revoked by the shareholder at any time by
filing with the Secretary of the Company a written revocation or a duly executed
proxy bearing a later date. A shareholder who attends the meeting in person may
revoke his or her proxy at that time and vote in person if so desired. All
proxies duly signed, dated, and returned will be voted as specified therein, but
unless otherwise specified, will be deemed to grant authority to vote:

(1) FOR the election of the five nominees listed under "Election of
Directors" as nominees of the Company for election as directors;

(2) FOR the ratification of the appointment by the Board of
Directors of Hansen, Barnett & Maxwell LLP as independent certified public
accountants of the Company for the fiscal years ending December 31, 2001 and
2002;

(3) FOR approval of the Company's 2002 Amended and Restated Long
Term Incentive Plan; and

The enclosed Proxy is solicited by and on behalf of the Board of
Directors of the Company. The Company is unaware of any additional matters not
set forth in the Notice of Annual Meeting of Shareholders that will be presented
for consideration at the Annual Meeting. If any other matters are properly
brought before the Annual Meeting and presented for a vote of the shareholders,
the persons named in the Proxy will vote in accordance with their best judgment
upon such matters, unless otherwise restricted by law.

The cost of solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may also be solicited by personal
interview, facsimile transmission, and telephone by directors, officers,
employees, and agents of the Company. The Company will also supply brokers,
nominees, or other custodians with the numbers of Proxy forms, Proxy Statements,
and Annual Reports they may require for forwarding to beneficial owners, and the
Company will reimburse such persons for their expense in so doing.

OUTSTANDING CAPITAL STOCK AND STOCK OWNERSHIP OF
DIRECTORS, CERTAIN EXECUTIVE OFFICERS
AND PRINCIPAL SHAREHOLDERS

The record date for the determination of the shareholders entitled to
notice of and to vote at the Annual Meeting has been established by the Board of
Directors as the close of business on May 10, 2002. As of April 30, 2002, the
Company had issued and outstanding and entitled to vote at the Annual Meeting
95,081,135 shares of Common Stock, par value $.01 per share ("Common Stock").
(For a description of the voting rights of the Common Stock, see "Quorum and
Voting" herein.)

The following table sets forth information as of April 30, 2002,
regarding the beneficial ownership of the Company's Common Stock by each person
or group known by management of the Company to own more than five percent of the
outstanding shares of Common Stock of the Company, by each of the Company's
executive officers named in the Summary Compensation Table below, by each of the
Company's directors (and director nominees) and by all of its directors (and
nominees) and executive officers as a group.

Shares of Common Stock Beneficially
Owned and Percentage of Outstanding
Shares as of
April 30, 2002
Name Number(1) Percent
---- ---------- -------

John M. McCormack (2)............................ 25,017,522 26.3%
Marie C. Keane and James J. Keane (3)............ 11,933,389 12.6%
Walter O'Hearn (3)............................... 11,840,390 12.5%
William Nicholson ............................... 13,540,411 14.2%
Dr. Ralph M. Richart (4) ........................ 10,544,999 11.1%
Steve T. Laflin (5) ............................. 3,250,000 3.4%
Christopher Grosso ............................. 1,805,000 1.9%
Randall O'Kane .................................. 0 0
Keith Allberg .................................. 0 0

Directors and executive officers as a
group (5 persons) (5)............................ 15,599,999 16.4%

(1) Unless otherwise indicated, to the knowledge of the Company, all shares
are owned directly and the owner has sole voting and investment power.
(2) Includes an aggregate of 11,413,668 shares owned by Mr. McCormack's
children's trusts. Mr. McCormack disclaims beneficial ownership of such
shares.
(3) Includes 1,347,822 shares owned by Keane Securities Partners, of which
Mr. Keane and Mr. O'Hearn are partners.
(4) Includes 679,998 shares owned by Dr. Richart's children's trusts.
(5) Includes options to purchase 3,250,000 shares of common stock that are
exercisable by Mr. Laflin within 60 days of April 30, 2002. Does not
include options to purchase 7,750,000 shares of common stock granted to
Mr. Laflin but not exercisable by Mr. Laflin within 60 days of April
30, 2002.

Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers to file reports relating to their
ownership and change in ownership of the Company's Common Stock with the
Securities and Exchange Commission and the NASD. The Company is unaware of any
officers and directors of the Company who failed to timely file a Form 4 or Form
5 in connection with their purchase or sale of Common Stock.

QUORUM AND VOTING

The presence, in person or by proxy, of the holders of a majority of
the voting power of the outstanding shares of Common Stock of the Company
entitled to vote is necessary to constitute a quorum at the meeting. The
affirmative vote of a majority of the voting power represented at the meeting,
present in person or represented by proxy, and entitled to vote is required for
the election of directors. A holder of shares of Common Stock will be entitled
to one vote per share of Common Stock as to each matter properly brought before
the meeting. Cumulative voting is not permitted in the election of directors.
Abstentions and votes "withheld" are included in the determination of the number
of shares present at the meeting for purposes of determining a quorum. Broker
non-votes are counted for purposes of determining whether a quorum is present on
any particular matter only if authority to vote on the matter is granted by the
respective proxy. Abstentions and broker non-votes have the effect of negative
votes on matters requiring approval of a specified percentage of the outstanding
shares. For matters requiring approval by the holders of a specified percentage
of the voting power represented at the meeting and entitled to vote, abstentions
will have the effect of negative votes but broker non-votes will have no effect.

PROPOSAL ONE

ELECTION OF DIRECTORS

Five directors will be elected at the Annual Meeting for terms expiring
at the next Annual Meeting. The directors will continue to serve until their
respective successors are duly elected and qualified.

Shares represented by proxies returned duly executed will be voted,
unless otherwise specified, in favor of the five nominees for the Board of
Directors named below. The proxies cannot be voted for more than five nominees.
The nominees have indicated that they are able and willing to serve as
directors. If any (or all) such persons should be unable to serve, the persons
named in the enclosed proxy will vote the shares covered thereby for such
substitute nominee (or nominees) as the Board of Directors may select.
Shareholders may withhold authority to vote for any nominee by striking a line
through the name of such nominee in the space provided for such purpose on the
form of Proxy.

Nominees for Directors

Ralph M. Richart, M.D., age 68, was elected by the Board of Directors
on January 22, 2002 to fill the seat vacated by Mr. Mark Young. The other
directors elected him to serve as Chairman on April 24, 2002. Dr. Richart is a
professor and Vice Chairman of the Department of Pathology at Columbia
University College of Physicians and Surgeons. Dr. Richart has previously served
on the Board of Directors of several publicly held companies and multiple
corporate medical advisory boards as well as serving as CEO in several privately
held companies in the fields of medicine and electronics, and currently serves
on the Board of Directors of BEI Medical Systems Company Inc. Additionally his
extensive experience also includes leading clinical trials resulting in FDA
product approval and he has served as an advisor to medical device and
pharmaceutical companies as well as the FDA.

Steve T. Laflin, age 45, was elected to fill a vacant seat on the Board
in June 2001. In August 2001 Mr. Laflin was promoted from President and General
Manager of the Company's wholly owned subsidiary to President and Chief
Executive Officer of the Company. Mr. Laflin has a BS degree in Physics from
Idaho State University and has been employed in various senior engineering and
management positions in the nuclear industry since 1992.

Randall O'Kane, age 42, was first elected as a director at the 2001
Annual Meeting. He is a founding member of RadQual, LLC, which was founded to
develop a wide range of radioactive sources for the nuclear medicine and PET
markets. From 1991 to the present he has been President and CEO of Technology
Imaging Services, which sells accessories and sources to the nuclear medicine
market. Mr. O'Kane is a 1980 graduate of Dartmouth College with a degree in
biology.

Keith Allberg, age 49, was first elected as a director at the 2001
Annual Meeting. From December 2000 to the present he has been a principal and
partner in RadQual, LLC, which was founded to develop a wide range of
radioactive sources for the nuclear medicine and PET markets. From January 1,
1990 to December 2000 he was director of the radioactive source business for
DuPont Merk/DuPont Corporations. Mr. Allberg received his B.S. in chemistry in
1976 from Lowell Technical Institute. He also has a B.S. in business
administration from the University of New Hampshire.

Christopher Grosso, age 34, was elected as a director on April 24,
2002, to fill the seat vacated by Mr. David Camp. He is currently a principal of
Kennerman Associates, Inc., a New York based money management and investment
banking firm. During his 13 years at Kennerman Associates, Mr. Grosso has been
its Senior Research Analyst and Portfolio Manager, and has led the firm's
investment banking and venture capital activities. Prior to joining Kennerman,
he was with Howe and Rusling Investment Management and Chase Manhattan Bank. Mr.
Grosso received his B.S. in business administration from Skidmore College.

The Board of Directors met seven (7) times during 2001. No director
attended fewer than 75 percent of the aggregate of (1) the total number of
meetings of the Board of Directors and (2) the total number of meetings held by
all committees of the Board on which he served.

Audit Committee. The Audit Committee, established in January 1997,
currently consists of Dr. Ralph Richart, Christopher Grosso, Randall O'Kane and
Keith Allberg, each of which is an "independent director" under NASD rules. The
Board of Directors has not adopted a written charter for the Audit Committee.
The Audit Committee meets with the Company's independent auditors to review the
scope and timing of their audit services, any other services they are asked to
perform, the report of independent auditors on the Company's consolidated
financial statements following completion of their audit and the Company's
policies and procedures with respect to internal accounting and financial
controls. In addition, the Audit Committee makes an annual recommendation to the
Board of Directors concerning the appointment of independent auditors for the
ensuing year. The Audit Committee met two (2) times during fiscal 2001.

Compensation Committee. The Compensation Committee, established in
January 1997, currently consists of Dr. Ralph Richart, Randall O'Kane, Keith
Allberg and Christopher Grosso. The Compensation Committee reviews the
compensation and benefits of all officers of the Company, makes recommendations
to the Board of Directors and reviews general policy matters relating to
compensation and benefits of employees of the Company, including administration
of the Company's 2002 Amended and Restated Long Term Incentive Plan. The
Compensation Committee met one (1) time during fiscal 2001.

PROPOSAL TWO

RATIFICATION OF SELECTION OF AUDITOR

The Board of Directors has selected Hansen, Barnett & Maxwell LLP as
independent certified public accountants to audit the consolidated financial
statements of the Company for the fiscal years ending December 31, 2001 and
December 31, 2002, and has determined that it would be desirable to request that
the shareholders ratify such selection. The affirmative vote of a majority of
the outstanding shares of Common Stock present at the Annual Meeting in person
or by proxy is necessary for the ratification of the appointment by the Board of
Directors of Hansen, Barnett & Maxwell LLP as independent certified public
accountants. Representatives of Hansen, Barnett & Maxwell LLP are expected to be
present at the Annual Meeting, will have the opportunity to make a statement if
they desire to do so and will be available to respond to appropriate questions
from shareholders.

Although shareholder ratification is not required for the selection of
Hansen, Barnett & Maxwell LLP as the Board of Directors has the responsibility
for selecting the Company's independent certified public accountants, the
selection is being submitted for ratification at the Annual Meeting with a view
towards soliciting the shareholders' opinions, which the Board of Directors will
take into consideration in future deliberations.

The Board of Directors recommends a vote FOR the ratification of
Hansen, Barnett & Maxwell LLP as independent certified public accountants of the
Company for the fiscal years ending December 31, 2001 and December 31, 2002.

PROPOSAL THREE

APPROVAL OF 2002 AMENDED AND RESTATED LONG
TERM INCENTIVE PLAN

The Board of Directors has determined that it is in the best interest
of the Company to amend and restate its 2000 Long Term Incentive Plan (the "2000
Plan") by increasing the stock option pool available thereunder from 1,000,000
shares to 20,000,000 and making certain other adjustments. The new amended and
restated plan will be referred to as the 2002 Long Term Incentive Plan (the
"2002 Plan") and will replace in its entirety the 2000 Plan.

The 2002 Plan authorizes the granting of incentive stock options and
non-qualified stock options to purchase common stock, stock appreciation rights,
restricted stock and performance units to key executive and other key employees
of the Company, including officers of the Company and its subsidiaries, and to
directors and consultants of the Company. The purpose of the 2002 Plan is to
attract and retain key employees, directors and consultants, to motivate such
persons to achieve long-range goals and to align their interest with those of
the Company. The 2002 Plan authorizes the award of up to 20,000,000 shares of
common stock to be used for stock options, stock appreciation rights or
restricted stock. There was previously issued pursuant to the 2000 Plan options
to purchase 1,000,000 shares, which will now be included under the 2002 Plan. If
an award made under the 2002 Plan expires, terminates or is forfeited, canceled
or settled in cash, without issuance of shares of common stock covered by the
award, those shares will be available for future awards under the 2002 Plan.

The 2002 Plan is administered by the Board of Directors or, if directed
by the Board of Directors, the Compensation Committee (the Board of Directors
or, if applicable, the Compensation Committee is referred to herein as the
"Committee"). Executives and other full time employees of the Company and
subsidiaries may be selected by the Company to receive awards under the 2002
Plan. The 2002 Plan provides that no more than 10,000,000 shares of common stock
may be subject to awards granted per year to any one employee participating in
the 2002 Plan (the 2000 Plan placed a maximum of 1,000,000 shares per year). In
the discretion of the Committee, an eligible employee may receive an award in
the form of a stock option, stock appreciation right, restricted stock award or
performance unit or any combination thereof, and more than one award may be
granted to an eligible employee.

The 2002 Plan authorizes the award of both incentive stock options
("ISOs") and non-qualified options. Under the 2002 Plan, an option may be
exercised at any time during the exercise period established by the Committee,
except that: (i) no option may be exercised more than 90 days after employment
with the Company and its subsidiaries terminates by reason other than death,
disability or authorized leave of absence for military or government service;
and (ii) no option may be exercised more than 12 months after employment with
the Company and its subsidiaries terminates by reason of death or disability.
The aggregate fair market value (determined at the time of award) of the common
stock with respect to which ISOs are exercisable for the first time by any
employee during any calendar year may not exceed $100,000. The term of each
option is determined by the Committee, but in no event may such term exceed
three years from the date of grant. The exercise price of options is determined
by the Committee, but the exercise price of ISOs can be less than the fair
market value of the common stock on the date of grant. The exercise price of
non-qualified stock options cannot be less than the fair market value of the
common stock on the date of grant. The exercise price of options may be paid in
cash or in shares of common stock. Grants of options do not entitle any optionee
to any rights as a stockholder and such rights will accrue only as to shares
actually purchased through the exercise of an option.

As of April 30, 2002, the Company had granted, or the Board of
Directors had approved for grant options to purchase an aggregate of 14,000,000
shares of common stock under the 2002 Plan (including 1,000,000 options
originally granted under the 2000 plan), 11,000,000 of which were issued to the
Company's President and CEO, Steve Laflin, and the remaining 3,000,000 to other
employees.

Internal Revenue Service rules applicable to the 2002 Plan require
shareholder approval of such Plan in order to issue incentive stock options.

The Board of Directors recommends a vote for approval of the Company's
2002 Amended and Restated Long Term Incentive Plan.

EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the Company are as follows:

Name Age Position with Company
---- --- ---------------------

Dr. Ralph M. Richart 68 Chairman of the Board

Steve T. Laflin 45 President, Chief Executive Officer
and Director

Information concerning the business experience of Dr. Richart and Mr.
Laflin is provided under the caption "Election of Directors" above.

All executive officers are elected annually by the Board of Directors
to serve until the next annual meeting of the Board of Directors and until their
respective successors are chosen and qualified.

EXECUTIVE COMPENSATION AND OTHER MATTERS

The following information summarizes annual and long-term compensation
for services in all capacities to the Company for the fiscal years ended
December 31, 1999, 2000 and 2001 of the Chief Executive Officer during those
respective years and the other four most highly compensated executive officers
of the Company with annual income of $100,000 or more (collectively, the "Named
Executive Officers"):

SUMMARY COMPENSATION TABLE

Long-Term Compensation Awards
--------------------------------------------
Annual Compensation Securities
-------------------- Underlying All Other
Name and Bonus Options Stock Compensation
Principal Position Year Salary($) ($) (#) Grants ($) (1) ($)(2)
-------------------------- ---- -------- ------- ---------- -------------- ------------

Steve T. Laflin (3) 1999 $ 95,000 -0- -0- -0- -
President and CEO 2000 $ 95,000 -0- -0- -0- -
2001 $106,885 -0- -0- -0- -

David M. Camp (4) 1999 $ 20,731(3) -0- 35,000 -0- -
President, Chief Executive 2000 $137,321 -0- -0- -0- -
Officer and Director 2001 $ 75,833 -0- -0- -0- 140,000(5)

Tommy L. Thompson (4) 1999 $169,950 -0- -0- -0- -
(Former) Executive Vice 2000 $157,402 -0- -0- $43,750 -
President and Chief 2001 - -0- -0- -0- -
Operating Officer

George Butterworth (4) 2000 $111,316 -0- -0- -0- -
Vice President 2001 - -0- -0- -0- -

Bryce Drake (4) 2000 $106,327 -0- -0- -0- -
Vice President 2001 - -0- -0- -0- -

Paul Landers (4) 2000 $140,000 -0- -0- -0- -
Chief Financial Officer 2001 $ 99,567 -0- -0- -0- 67,500(5)

-----------------
(1) Represents the difference between the price paid by the named executive
officer and the fair market value of such security on the date of
purchase.
(2) None of the named executive officers received any perquisites or other
personal benefits in 1999, 2000 or 2001 that in the aggregate exceeded
$50,000 or 10% of such named executive officer's salary and bonus for
such year. See Note (1) above.
(3) Mr. Laflin was elected by the Board of Directors to serve as President
and Chief Executive Officer of I3 in August 2001.
(4) Mr. Camp resigned as President and Chief Executive Officer in August
2001, and as Chairman of the Board effective April 24, 2002. Mr.
Thompson resigned as Executive Vice-President, Chief Operating Officer
and Director in November 2000. Mr. Butterworth resigned as Vice
President in January 2001. Mr. Drake resigned as Vice President in
January 2001. Mr. Landers resigned as Chief Financial Officer in August
2001.
(5) Severance compensation.

OPTION GRANTS IN LAST FISCAL YEAR

The following table provides information regarding options to purchase
Common Stock of the Company granted during the fiscal year ended December 31,
2001 to the Named Executive Officers.

Percent of
No. of Securities Total Options
Underlying Options Granted to Employees Exercise Price Expiration
Name Granted (#) in Fiscal Years (1) Per Share Date
----------------- ----------- -------------------- --------- ----

Steve T. Laflin (1) 1,000,000 100% $.076 June 2004

David M. Camp -0- - - -

Tommy L. Thompson -0- - - -

George Butterworth -0- - - -

Bryce Drake -0- - - -

Paul Landers -0- - - -

(1) Mr. Laflin was also granted options to purchase 10,000,000 shares of Common
Stock in March 2002 at $.02 per share.

AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

None of the Named Executive Officers exercised options to purchase
Common Stock in 2001. The following table sets forth certain information with
regard to the outstanding options to purchase Common Stock as of the end of the
year ended December 31, 2001 for the persons named in the Summary Compensation
Table above.

Shares
Acquired on Value
Name Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ----------- ----------- ------------- ----------- -------------

Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options
Year-End(#) At Fiscal Year-End($)(1)
----------- ------------------------

David M. Camp............. -0- -0- -0- -0- -0- -0-

Tommy L. Thompson......... -0- -0- -0- -0- -0- -0-

George Butterworth........ -0- -0- -0- -0- -0- -0-

Bryce Drake............... -0- -0- -0- -0- -0- -0-

Steve T. Laflin........... -0- -0- 750,000 250,000 -0- -0-

Paul Landers.............. -0- -0- -0- -0- -0- -0-

(1) Based on the last sale price of $.02 of the Company's Common Stock as
reported in the pink sheets on December 31, 2001. The exercise price of the
options in this table is $4.94, $5.88, $6.00 and $.076 per share.

Employment Agreements

In April 2001, the Company entered into an Employment Agreement with
Steve Laflin to serve as the Company's new President and Chief Executive Officer
upon Mr. Camp's resignation and Mr. Laflin's election to the President and CEO
position by the Board of Directors. Mr. Laflin was elected President and Chief
Executive Officer by the Board of Directors in August 2001. Mr. Laflin's
agreement provides for a four-year term at a base salary of $120,000. Mr. Laflin
is entitled to bonus compensation at the discretion of the Board of Directors
and the Compensation Committee. In connection with his Employment Agreement, Mr.
Laflin was granted stock options to purchase 1,000,000 shares of the Company's
Common Stock at an exercise price of $.076 per share, the fair market value of
the Company's Common Stock on the date of grant. Of this amount, 500,000 options
vested immediately with the remainder vesting in two equal installments of
250,000 in April 2002 and April 2003, respectively. Additionally, in March 2002,
Mr. Laflin was granted 10,000,000 new options at $.02 per share.

Compensation of Directors

Employee directors of the Company do not receive additional
compensation for their services as directors. Prior to its initial public
offering, the Company did not pay director's fees but did reimburse directors
for their expenses. Following the Company's initial public offering, the Company
paid each non-employee director $500 per meeting for their services as
directors. The Company continues to reimburse directors for all expenses
incurred in connection with their activities as directors. Non-employee
directors and employee directors of the Company are entitled to receive certain
stock option awards under the Company's 2002 Amended and Restated Long Term
Incentive Plan.

Certain Transactions

Mr. Randall O'Kane and Mr. Keith Allberg, who were originally elected
as directors at the Company's 2001 annual meeting, are each founding members of
RadQual, LLC. The Company and entered into a contract with RadQual pursuant to
which I3 will manufacture flood sources for RadQual. The contract has an
estimated yearly value of $1,300,000 to RadQual.

The Company believes that all prior transactions and loans between the
Company and its officers, directors and 5% or greater stockholders have been on
terms no less favorable than could be obtained by the Company from unaffiliated
third parties. All future transactions and loans between the Company and its
officers, directors and 5% or greater stockholders will be on terms no less
favorable than can be obtained by the Company from unaffiliated third parties
and will be approved by a majority of the independent, disinterested directors
of the Company.

REPORT ON EXECUTIVE COMPENSATION

General

The Compensation Committee currently consists of four (4) members, none
of which serve as executive officers of the Company. No executive officer of the
Company serves or served on the compensation committee of another entity and no
executive officer of the Company serves or served as a director of another
entity which has or had an executive officer serving on the board of directors
of the Company.

Decisions on compensation of the Company's executive officers generally
are made by the Compensation Committee of the Board, subject to review and
approval by the full Board of Directors. Decisions with respect to awards under
the Company's Long Term Incentive Plan are also made by the Compensation
Committee, subject to review and approval by the Board of Directors. Set forth
below is a report prepared by Messrs. O'Kane, Richart, Allberg and Grosso in
their capacity as the Compensation Committee addressing the Company's
compensation policies for the fiscal year 2001 as they affected the Company's
executive officers, including the Company's Chief Executive Officer, Steve
Laflin.

The Compensation Committee's executive compensation policies are
designed to provide competitive levels of compensation that integrate pay with
the Company's annual and long term performance goals, review above average
corporate performance, recognize initiative and achievements, and assist the
Company in attracting and retaining qualified executives. Targeted levels of
total executive compensation are generally set at levels that the Compensation
Committee believes to be consistent with others in the Company's industry,
although actual compensation levels in any particular year may be above or below
those of the Company's competitors, depending upon the Company's performance.

The Compensation Committee is mindful of grants or awards made to the
Company's executive officers under the Company's Long Term Incentive Plan. The
Compensation Committee endorses the position that stock ownership by management
and stock based performance compensation arrangements are beneficial in aligning
management's and shareholders' interest in the enhancement of shareholder value.
Thus, the Compensation Committee takes into account the stock based elements in
designing the compensation packages of the Company's executive officers.

In 1993, Congress amended the Internal Revenue Code to ss.162(m). This
section provides that publicly held companies may not deduct compensation paid
to certain executive officers in excess of $1,000,000 annually, with certain
exceptions. The Company has examined its compensation policies in view of
ss.162(m) and the regulations adopted by the Internal Revenue Service to
implement this section and has determined that these provisions will not affect
the deductibility of executive compensation for fiscal 2001. It is currently not
expected that any part of the Company's deduction for executive compensation
will be disallowed for fiscal 2002.

The principal components of the Company's non-stock based compensation
program are base salary and bonus. Bonuses are at the discretion of the
Compensation Committee and the board, based on performance criteria and
production. No bonus or other incentive based compensation was paid in fiscal
year 2001.

Fiscal 2001 and Executive Officer Compensation

Mr. Laflin's compensation for fiscal year 2001 as President and Chief
Executive Officer of the Company consisted solely of his base salary. No bonus
or other incentive based compensation was provided. The Compensation Committee
believes that Mr. Laflin's compensation package was set at a level that is
consistent with others in the Company's industry. Mr. Laflin is not a member of
the Compensation Committee, and did not participate in the Compensation
Committee's decision regarding his compensation.

Submitted by the Compensation Committee of
the Board of Directors

Dr. Ralph M. Richart
Randall O'Kane
Keith Allberg
Christopher Grosso

PERFORMANCE GRAPH

The following graph compares the annual cumulative total shareholder
return on an investment of $100 on December 31, 1997 in the Company's common
stock, based on the market price of the common stock, with the cumulative total
of a similar investment in the Nasdaq composite stock market index (U.S.
companies) and Nasdaq's index for pharmaceutical industry stocks.

[Comparative Performance Graph]

ANNUAL REPORT ON FORM 10-K

UPON WRITTEN REQUEST OF ANY BENEFICIAL SHAREHOLDER OR SHAREHOLDER OF
RECORD, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2001 (INCLUDING THE EXHIBITS, FINANCIAL STATEMENTS, AND THE
SCHEDULES THERETO) REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 13A-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934, MAY
BE OBTAINED, WITHOUT CHARGE, FROM STEVE T. LAFLIN, PRESIDENT, 4137 COMMERCE
CIRCLE, IDAHO FALLS, IDAHO 83401. A COPY OF SUCH FORM 10-K ACCOMPANIED THIS
PROXY STATEMENT SENT TO SHAREHOLDERS IN CONNECTION WITH THE ANNUAL MEETING.

SHAREHOLDER PROPOSALS

Shareholder proposals to be presented at the 2003 Annual Meeting of
Shareholders, for inclusion in the Company's Proxy Statement and form of Proxy
relating to that meeting, must be received by the Company at its offices in
Idaho Falls, Idaho, addressed to the Secretary of the Company, not later than
December 31, 2002. Such proposals must comply with the Bylaws of the Company and
the requirements of Regulation 14A of the Securities Exchange Act of 1934.

OTHER MATTERS

At the date of this Proxy Statement, management was not aware that any
matters not referred to in this Proxy Statement would be presented for action at
the meeting. If any other matters should come before the meeting, the persons
named in the accompanying form of Proxy will have discretionary authority to
vote all proxies in accordance with their best judgment, unless otherwise
restricted by law.

By Order of the Board of Directors

/s/ Steve Laflin
------------------
STEVE LAFLIN
President and CEO

Dated: May 25, 2002

PROXY
THIS PROXY IS SOLICTED ON BEHALF OF THE BOARD OF DIRECTORS
OF INTERNATIONAL ISOTOPES INC.

The undersigned hereby appoints: Dr. Ralph M. Richart and Steve T.
Laflin, as proxies, and hereby authorizes each of them to represent and to vote,
as designed on the reverse side, all of the shares of Common Stock of
International Isotopes Inc. held of record by the undersigned on April 30, 2002
at the Annual Meeting of Shareholders to be held on June 26, 2002, or any
adjournment thereof.

The Board of Directors recommends that you vote FOR the nominees and
the proposals listed hereon. This proxy when properly executed will be voted in
the manner directed herein by the undersigned shareholder. If no direction is
given, this proxy will be voted FOR the nominees and the proposals.

(Please see reverse side)

1. To elect five Directors.

WITHOLD
FOR all nominees AUTHORITY
listed below to vote for all
(except as marked nominees
to contrary) listed below

| | | |

INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below:

Ralph M. Richart, Steve T. Laflin, Randall O'Kane, Keith Allberg, Christopher
Grosso.

2. Proposal to ratify the Board of Directors selection of Hansen, Barnett
& Maxwell LLP as independent auditors.

FOR AGAINST ABSTAIN

| | | | | |

3. Proposal to approve adoption of the Company's 2002 Amended and Restated
Long Term Incentive Plan.

FOR AGAINST ABSTAIN

| | | | | |

4. In their direction to vote upon such other business as may properly
come before the meeting.

DATED:_____________________________, 2002.

-------------------------------------------------------------------------------
(SIGNATURE OF SHAREHOLDER)

-------------------------------------------------------------------------------
(SIGNATURE IF HELD JOINTLY)

Please sign exactly as name appears hereon. 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. If a corporation, please
sign full corporate name by president or other officer. If a partnership, please
sign in partnership name by authorized person.