EXHIBIT 10.1

                           INTERNATIONAL ISOTOPES INC.
                          2002 LONG-TERM INCENTIVE PLAN

                                   I. GENERAL

1.      PURPOSE.   International   Isotopes  Inc.  (the  "Company')   originally
established  a  Long-Term  Incentive  Plan in 1997 and  restated it in 2000 (the
"2000 Plan") to attract and retain key  executives,  managerial  employees,  and
outside directors and consultants. The Company has amended and restated the 2000
Plan in its entirety,  and has renamed the Plan as the  International  Isotopes,
Inc. 2002 Long-Term Incentive Plan (the "Plan"), to:

        (1)     attract and retain key executive and managerial  employees,  and
                closely   associate  the  interests  of  outside  directors  and
                consultants with the shareholders of the Company;(2)

        (3)     motivate participating  employees,  directors and consultants by
                means of appropriate incentive, to achieve long-range goals;(4)

        (5)     provide   incentive   compensation   opportunities   which   are
                competitive with those of other major corporations; and(6)

        (7)     further  identify  Participants'  interests  with  those  of the
                Company's other shareholders through  compensation  alternatives
                based on the Company's common stock;(8)

and thereby  promote  the  long-term  financial  interest of the Company and its
Subsidiaries,  including  the  growth  in  value  of the  Company's  equity  and
enhancement of long-term shareholder return.

2.      EFFECTIVE DATE.  Subject to the approval of the holders of a majority of
the Stock of the Company  present,  or  represented,  and  entitled to vote at a
meeting  of its  stockholders,  the Plan,  as  amended  and  restated,  shall be
effective as of March 1, 2002, provided, however, that awards made under Section
II of the Plan,  and  intended  to be  incentive  stock  options,  prior to such
approval  of the Plan by  stockholders  of the Company  are  contingent  on such
approval of the Plan by the  stockholders  of the Company and shall be deemed to
be  non-qualified  stock options issued pursuant to Section III if such approval
of the  stockholders  of the Company is  withheld.  The Plan shall  terminate on
March 1, 2012.

3.      DEFINITIONS. The following definitions are applicable to the Plan.

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

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Committee" means the Compensation Committee of the Board.

        "Disabled" means the inability of a Participant, by reason of a physical
or mental impairment,  to engage in any substantial  gainful activity,  of which
the Board shall be the sole judge.

        "Fair  Market  Value" of any Stock means (a) if the Stock is listed on a
national  securities  exchange,  the closing price on the Stock on a given date;
(b) if the Stock is traded on an exchange or market in which prices are reported
on a bid and asked  price,  the  average of the mean  between  the bid and asked
price for the  Stock on a given  date;  and (c) if the Stock is not  listed on a
national  securities  exchange nor traded on the  over-the-counter  market, such
value as the Committee, in good faith, shall determine.

        "Option Date" means, with respect to any Stock Option, the date on which
the Stock Option is awarded under the Plan.



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        "Participant"  means any employee of the Company or any  Subsidiary,  or
any  non-employee  member of the Board,  or any consultant to the Company who is
selected by the Board to participate in the Plan.

        "Permitted  Transferees"  means  a  member  of an  optionee's  immediate
family,   trusts  for  the  benefit  of  such  immediate  family  members,   and
partnerships in which the optionee and/or such immediate  family members are the
only  partners,  provided  that no  consideration  is provided for the transfer.
Immediate  family  members shall include an  optionee's  descendants  (children,
grandchildren and more remote descendants),  and shall include step-children and
relationships arising from legal adoption.

        "Performance Unit" shall have the meaning ascribed to it in Part VI.

        "Related Company" means any corporation during any period in which it is
a Subsidiary,  or during any period in which it directly or indirectly  owns 50%
or more of the  total  combined  voting  power  of all  classes  of stock of the
Company that are entitled to vote.

        "Restricted Period" has the meaning ascribed to it in Part V.

        "Restricted Stock" has the meaning ascribed to it in Part V.

        "Retirement"  means (i) termination of employment in accordance with the
retirement  procedures set by the Company from time to time; (ii) termination of
employment  because a participant  becomes  Disabled;  or (iii)  termination  of
employment voluntarily with the consent of the Company (of which the Board shall
be the sole judge).

        "Stock" means INTERNATIONAL ISOTOPES INC. common stock.

        "Stock Appreciation Right" means the right of a holder of a Stock Option
to receive Stock or cash as described in Part IV.

        "Stock  Option"  means  the right of a  Participant  to  purchase  Stock
pursuant to an Incentive Stock Option or  Non-Qualified  Option awarded pursuant
to the provisions of the Plan.

        "Subsidiary"  means any  corporation  during  any period of which 50% or
more of the total combined voting power of all classes of stock entitled to vote
is owned, directly or indirectly, by the Company.

4.      ADMINISTRATION.  The  authority to manage and control the  operation and
administration  of the  Plan  shall  be  vested  in the  Board.  Subject  to the
provisions  of the Plan,  the Board  will have  authority  to select  employees,
directors and/or  consultants to receive awards of Stock Options with or without
tandem Stock Appreciation Rights,  Restricted Stock and/or Performance Units, to
determine the time or times of receipt, to determine the types of awards and the
number of shares  covered by the awards,  to  establish  the terms,  conditions,
performance  criteria,  restrictions,  and other  provisions of such awards,  to
determine the number and value of Performance  Units awarded and earned,  and to
cancel, modify or suspend awards. In making such award determinations, the Board
may take  into  account  the  nature  of  services  rendered  by the  respective
employee, director, or consultant, his or her present and potential contribution
to the Company's success and such other factors as the Board deems relevant. The
Board is authorized to interpret the Plan, to establish,  amend, and rescind any
rules  and  regulations  relating  to the  Plan,  to  determine  the  terms  and
provisions  of  any  agreements  made  pursuant  to the  Plan,  to  modify  such
agreements,  and to make  all  other  determinations  that may be  necessary  or
advisable for the administration of the Plan.

        The Board, in its discretion,  may delegate any or all of its authority,
powers and  discretion  under this Plan to the  Committee,  and the Board in its
discretion may revest any or all such authority, powers and discretion in itself
at any time.  The Committee may delegate to officers of the Company the power to
grant a fixed  number  of  Options  under the Plan to  employees  based on grant
guidelines approved in advance by the Committee.

        If appointed, the Committee shall function as follows: A majority of the
Committee shall  constitute a quorum,  and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved in writing
by all  members of the  Committee,  shall be the acts of the  Committee,  unless
provisions to the contrary are embodied in the Company's  Bylaws or  resolutions
duly adopted by the Board.  All actions taken and  decisions and  determinations
made by the Board or the  Committee  pursuant  to the Plan shall be binding  and
conclusive on all persons  interested in the Plan. No member of the Board or the
Committee shall be liable for any action or determination  taken or made in good
faith with respect to the Plan.



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5.      PARTICIPATION.  Subject  to the terms and  conditions  of the Plan,  the
Board shall  determine and designate,  from time to time, the key executives and
managerial  employees,  directors  and  consultants  of the  Company  and/or its
Subsidiaries who will participate in the Plan. In the discretion of the Board, a
Participant   may  be  awarded  Stock  Options  with  or  without  tandem  Stock
Appreciation  Rights,  Restricted Stock or Performance  Units or any combination
thereof,  and more than one award may be  granted  to a  Participant.  Except as
otherwise agreed to by the Company and the Participant, any award under the Plan
shall not affect any  previous  award to the  Participant  under the Plan or any
other plan maintained by the Company or its Subsidiaries.

6.      SHARES  SUBJECT TO THE PLAN.  The shares of Stock with  respect to which
awards may be made under the Plan shall be either authorized and unissued shares
or issued and  outstanding  shares  (including,  in the discretion of the Board,
shares  purchased in the market).  Subject to the provisions of paragraph  I.10,
the  number of shares of Stock  available  under the Plan for the grant of Stock
Options with or without tandem Stock Appreciation Rights,  Performance Units and
Restricted Stock shall not exceed  20,000,000  shares in the aggregate.  If, for
any reason, any award under the Plan otherwise distributable in shares of Stock,
or any  portion  of the  award,  shall  expire,  terminate  or be  forfeited  or
cancelled,  or be  settled  in cash  pursuant  to the  terms  of the  Plan  and,
therefore,  any such shares are no longer  distributable  under the award,  such
shares of Stock shall again be available  for award under the Plan.  The maximum
number of shares of Stock with respect to which options or rights may be granted
each calendar year to each employee shall be 5,000,000.

7.      COMPLIANCE    WITH   APPLICABLE   LAWS   AND   WITHHOLDING   OF   TAXES.
Notwithstanding  any other  provision  of the Plan,  the  Company  shall have no
liability to issue any shares of Stock under the Plan unless such issuance would
comply  with  all  applicable  laws  and  the  applicable  requirements  of  any
securities  exchange or similar  entity.  Prior to the issuance of any shares of
Stock  under the Plan,  the Company  may  require a written  statement  that the
recipient is acquiring the shares for investment and not for the purpose or with
the intention of distributing the shares. All awards and payments under the Plan
are  subject  to  withholding  of  all  applicable   taxes,   which  withholding
obligations  may be  satisfied,  with the  consent  of the  Board,  through  the
surrender of shares of Stock which the  Participant  already owns, or to which a
Participant  is otherwise  entitled  under the Plan.  The Company shall have the
right to deduct from all amounts paid in cash in  consequence of the exercise of
a Stock Option or Stock  Appreciation  Right or in  connection  with an award of
Restricted  Stock or Performance  Units under the Plan any taxes required by law
to be withheld  with respect to such cash  payments.  Where an employee or other
person is entitled  to receive  shares of Stock  pursuant  to the  exercise of a
Stock  Option  or a Stock  Appreciation  Right  or with  respect  to an award of
Performance  Units  pursuant to the Plan,  the  Company  shall have the right to
require the  employee  or such other  person to pay to the Company the amount of
any taxes that the Company is required to withhold  with respect to such shares,
or, in lieu thereof,  to retain,  or sell without notice, a sufficient number of
such shares to cover the amount  required to be withheld.  Upon the  disposition
(within the meaning of Code Section 424(c)) of shares of Stock acquired pursuant
to the exercise of an Incentive  Stock  Option  prior to the  expiration  of the
holding period  requirements  of Code Section  422(a)(1),  the employee shall be
required to give notice to the Company of such disposition and the Company shall
have the right to require  the  employee to pay to the Company the amount of any
taxes that are required by law to be withheld with respect to such  disposition.
Upon termination of the Restricted Period with respect to an award of Restricted
Stock (or such  earlier  time,  if any, as an  election is made by the  employee
under Code Section 83(b), or any successor  provisions  thereto,  to include the
value of such shares in taxable  income),  the  Company  shall have the right to
require the  employee or other  person  receiving  shares of Stock in respect of
such  Restricted  Stock award to pay to the Company the amount of taxes that the
Company is required to withhold with respect to such shares of Stock or, in lieu
thereof, to retain or sell without notice a sufficient number of shares of Stock
held by it to cover the amount  required to be withheld.  The Company shall have
the right to deduct from all dividends paid with respect to Restricted Stock the
amount of taxes that the Company is required  to withhold  with  respect to such
dividend payments.

8.      TRANSFERABILITY.  Incentive  Stock Options with or without  tandem Stock
Appreciation  Rights,  Performance Units, and, during the period of restriction,
Restricted  Stock  awarded  under  the  Plan  are  not  transferable  except  as
designated  by  the   Participant  by  will  or  by  the  laws  of  descent  and
distribution.  Incentive Stock Options with or without tandem Stock Appreciation
Rights may be  exercised  during the  lifetime  of the  Participant  only by the
Participant or his guardian or legal  representative.  If provided in the option
agreement, Non-Qualified Stock Options with or without tandem Stock Appreciation
Rights may be transferred by a Participant to Permitted Transferees,  and may be
exercised either by the Participant, his guardian or legal representative, or by
a Permitted Transferee.



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9.      EMPLOYEE, DIRECTOR, CONSULTANT AND STOCKHOLDER STATUS. The Plan does not
constitute a contract of  employment,  and selection as a  Participant  will not
give any  employee  the right to be retained in the employ of the Company or any
Subsidiary,  or any director or  consultant  the right to continue to serve as a
director  or  consultant  of the  Company  or  any  Subsidiary.  Subject  to the
provisions  of paragraph  V.3(a),  no award under the Plan shall confer upon the
holder  thereof any right as a  stockholder  of the Company prior to the date on
which he fulfills all service  requirements  and other conditions for receipt of
shares of Stock.  If the  redistribution  of shares is  restricted  pursuant  to
paragraph I.7, certificates representing such shares may bear a legend referring
to such restrictions.

10.     ADJUSTMENTS  TO NUMBER OF SHARES  SUBJECT  TO THE PLAN.  Subject  to the
following  provisions  of this  paragraph  10, in the event of any change in the
outstanding  shares of Stock of the  Company  by  reason of any stock  dividend,
split, spinoff, recapitalization,  merger, consolidation,  combination, exchange
of shares or other similar change,  the aggregate number of shares of Stock with
respect to which awards may be made under the Plan,  the terms and the number of
shares of any outstanding Stock Options, Stock Appreciation Rights,  Performance
Units,  or Restricted  Stock,  and the purchase  price of a share of Stock under
Stock Options, may be equitably adjusted by the Board in its sole discretion.

11.     CHANGE  IN  CONTROL.  The  following  provisions  shall  apply  unless a
Participant's written agreement provides otherwise. If, while any Stock Options,
Stock   Appreciation   Rights,   Restricted  Shares  or  Performance  Units  are
outstanding  under the Plan,  there shall occur (a) a merger or consolidation of
the Company with or into another  corporation  in which the Company shall not be
the surviving  corporation,  (b) a dissolution of the Company, or (c) a transfer
of all or substantially all of the assets of the Company in one transaction or a
series of related  transactions to one or more other persons or entities,  then,
with respect to each Stock Option, Stock Appreciation Right and Restricted Stock
outstanding  immediately  prior  to the  consummation  of such  transaction,  if
provision is not otherwise made in writing in connection  with such  transaction
for the  substitution  of  securities  of another  corporation,  and without the
necessity of any action by the Board of Directors, each such Stock Option, Stock
Appreciation  Right,  Restricted Stock or Performance Unit shall terminate,  but
(A) the holder of any  outstanding  Stock Option shall be entitled,  immediately
prior to the  effective  date of such  transaction,  to  purchase  the number of
shares  that are then  vested  and  exercisable;  (B) the  holder  of any  Stock
Appreciation Right shall be entitled, immediately prior to the effective date of
such  transaction,  to  exercise  such Right to the  extent the Stock  Option is
exercisable at such time in accordance with its terms;  and (C) the recipient of
any Performance Unit shall be entitled,  immediately prior to the effective date
of such  transaction,  to receive the then vested  values  under such Unit.  The
unexercised  portion of any Stock Option or Stock  Appreciation  Right,  and all
non-vested Restricted Shares shall be deemed canceled, forfeited, and terminated
as of the effective date of such transaction.

12.     AGREEMENT  WITH COMPANY.  At the time of any awards under the Plan,  the
Board will require a Participant  to enter into an agreement with the Company in
a form specified by the Board,  agreeing to the terms and conditions of the Plan
and to such additional terms and conditions,  not inconsistent with the Plan, as
the Board may, in its sole discretion, prescribe.

13.     AMENDMENT AND TERMINATION OF PLAN.  Subject to the following  provisions
of this paragraph 13, the Board may at any time and in any way amend, suspend or
terminate  the Plan.  No  amendment  of the Plan  and,  except  as  provided  in
paragraph  10, no action by the Board  shall,  without  further  approval of the
stockholders  of the Company,  increase the total number of shares of Stock with
respect to which  awards may be made under the Plan,  or  materially  modify the
requirements  as to eligibility  for  participation  in the Plan, if stockholder
approval of such amendment is a condition of Securities and Exchange  Commission
Rule 16b-3 or the Code at the time such  amendment  is  adopted.  No  amendment,
suspension  or  termination  of the Plan shall alter or impair any Stock  Option
with or without tandem Stock  Appreciation  Right,  share of Restricted Stock or
Performance  Unit  previously  awarded under the Plan without the consent of the
holder thereof.


                          II. INCENTIVE STOCK OPTIONS

1.      DEFINITION.  The  award of an  Incentive  Stock  Option  under  the Plan
entitles  the  Participant  to purchase  shares of Stock at a price fixed at the
time the option is awarded, subject to the following terms of this Part II.

2.      ELIGIBILITY.   The  Board  shall  designate  the  Participants  to  whom
Incentive  Stock  Options,  as  described  in section  422(b) of the Code or any
successor section thereto,  are to be awarded under the Plan and shall determine
the  number of option  shares to be  offered  to each of them.  Incentive  Stock
Options may be awarded only to employees,  and not to non-employee  directors or
consultants.  In no event shall the aggregate  Fair Market Value  (determined at
the time the option is awarded) of Stock with respect to which  Incentive  Stock
Options are exercisable for the first time by an individual  during any calendar
year (under all plans of the Company and all Related Companies) exceed $100,000.



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3.      PRICE. The purchase price of a share of Stock under each Incentive Stock
Option shall be determined  by the Board,  provided,  however,  that in no event
shall such price be less than the greater of (a) 100% of the Fair  Market  Value
of a share of Stock as of the Option Date (or 110% of such Fair Market  Value if
the holder of the option  owns stock  possessing  more than 10% of the  combined
voting  power of all classes of stock of the Company or any  Subsidiary)  or (b)
the par value of a share of Stock on such date.

3.      EXERCISE.  Each Option shall become and be  exercisable  at such time or
times and during such period or periods,  in full or in such installments as may
be  determined  by the Board at the Option  Date.  The  exercise of an Incentive
Stock  Option will result in the  surrender  of the related  Stock  Appreciation
Right, if any. Unless restricted by the Board, Participants may elect to pay the
purchase price of shares of Stock purchased upon the exercise of Incentive Stock
Options in cash, with a full recourse  promissory note (secured by the shares of
Stock and bearing  interest at a reasonable rate) or through the delivery at the
time of such  exercise of shares of Stock (valued at Fair Market Value as of the
day of exercise) already owned by the Participant,  or any combination  thereof,
equivalent  to  the  purchase   price  of  such  Incentive   Stock  Options.   A
Participant's  payment of the purchase price in connection  with the exercise of
an Incentive Stock Option through  delivery of shares of Stock (the "ISO Stock")
that were  acquired  through the exercise of an Incentive  Stock Option and that
have not been  held for more  than one year  will be  considered  a  disposition
(within the meaning of Code Section  424(c)) of the ISO Stock,  resulting in the
disqualification  of the ISO Stock from  treatment as an incentive  stock option
under Code Section 422, and the  Participant's  recognition of ordinary  income.
Participants  should  consult  with  their tax  advisors  prior to  electing  to
exercise  an  Incentive  Stock  Option by this  method.  The Board may  permit a
Participant to elect to pay the purchase price upon the exercise of an Option by
irrevocably  authorizing  a third party to sell shares of Stock (or a sufficient
portion of the  shares)  acquired  upon  exercise of the Option and remit to the
Company a  sufficient  portion of the sale  proceeds to pay the entire  purchase
price and any tax withholding resulting from such exercise.

4.      OPTION  EXPIRATION  DATE.  The  "Expiration  Date"  with  respect  to an
Incentive Stock Option or any portion thereof awarded to a Participant under the
Plan means the earliest of:

        (1)     the date  that is ten (10)  years  after  the date on which  the
                Incentive Stock Option is awarded ;

        (2)     the date established by the Board at the time of the award;

        (3)     the date  that is one year  after the  Participant's  employment
                with the Company  and all Related  Companies  is  terminated  by
                reason of the Participant  becoming Disabled or by reason of the
                Participant's death; or

        (4)     the date that is three months  after the date the  Participant's
                employment  with  the  Company  and  all  Related  Companies  is
                terminated by reasons other than death or becoming Disabled.

All rights to purchase  shares of Stock  pursuant to an  Incentive  Stock Option
shall cease as of such option's Expiration Date.


                        III. NON-QUALIFIED STOCK OPTIONS

1.      DEFINITION.  The award of a  Non-Qualified  Stock  Option under the Plan
entitles  the  Participant  to purchase  shares of Stock at a price fixed at the
time the option is awarded, subject to the following terms of this Part III.

2.      ELIGIBILITY.   The  Board  shall  designate  the  Participants  to  whom
Non-Qualified Stock Options are to be awarded under the Plan and shall determine
the number of option shares to be offered to each of them.



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3.      PRICE.  The purchase price of a share of Stock under each  Non-Qualified
Stock Option shall be determined  by the Board;  provided,  however,  that in no
event shall such price be less than fifty percent (50%) of the Fair Market Value
of a share of Stock as of the Option Date. To the extent  provided by the Board,
the full purchase  price of each share of Stock  purchased  upon the exercise of
any  Non-Qualified  Stock  Option  shall be paid in cash,  with a full  recourse
promissory  note  (secured  by the  shares of Stock and  bearing  interest  at a
reasonable  rate),  or in shares of Stock (valued at Fair Market Value as of the
day of exercise),  or in any combination  thereof,  at the time of such exercise
and, as soon as practicable thereafter, a certificate representing the shares so
purchased shall be delivered to the person entitled thereto. In addition, unless
restricted  by the Board,  Participants  may elect to pay the purchase  price of
shares of Stock  purchased  upon the  exercise of  Non-Qualified  Stock  Options
through  the  constructive  delivery  at the time of such  exercise of shares of
Stock  (valued at Fair Market Value as of the day of exercise)  already owned by
the Participant,  equivalent to the purchase price of such  Non-Qualified  Stock
Options, and, as soon as practicable thereafter,  a certificate representing the
net number of shares so  purchased  shall be  delivered  to the person  entitled
thereto.  The Board may permit a Participant  to elect to pay the purchase price
upon the exercise of an Option by irrevocably  authorizing a third party to sell
shares of Stock (or a sufficient  portion of the shares)  acquired upon exercise
of the Option and remit to the Company a sufficient portion of the sale proceeds
to pay the entire  purchase  price and any tax  withholding  resulting from such
exercise.

4.      EXERCISE.  Each Option shall become and be  exercisable  at such time or
times and during such period or periods,  in full or in such installments as may
be determined by the Board at the Option Date.  The exercise of a  Non-Qualified
Stock  Option will result in the  surrender  of the related  Stock  Appreciation
Right, if any.

5.      OPTION  EXPIRATION  DATE.  The  "Expiration  Date"  with  respect  to  a
Non-Qualified Stock Option or any portion thereof awarded to a Participant under
the Plan means the earliest of:

        (1)     the date  that is ten (10)  years  and one day after the date on
                which the Non-Qualified Stock Option is awarded;

        (2)     the date established by the Board at the time of the award;

        (3)     the date  that is one year  after the  Participant's  employment
                with the Company  and all Related  Companies  is  terminated  by
                reason of the Participant  becoming Disabled or by reason of the
                Participant's death; or

        (4)     the date that is three months  after the date the  Participant's
                employment  with  the  Company  and  all  Related  Companies  is
                terminated by reasons other than death or becoming Disabled,  or
                three  months  after  the date the  Participant's  service  as a
                director or consultant of the Company and all Related  Companies
                is terminated for any reason.

        All rights to purchase shares of Stock pursuant to a Non-Qualified Stock
Option shall cease as of such option's Expiration Date.


                         IV. STOCK APPRECIATION RIGHTS

1.      DEFINITION.  A Stock  Appreciation Right is an award that may be granted
in tandem with a  Non-Qualified  Stock Option or  Incentive  Stock  Option,  and
entitles  the holder to receive an amount  equal to the  difference  between the
Fair Market  Value of the shares of option  Stock at the time of exercise of the
Stock Appreciation  Right and the option price,  subject to the applicable terms
and conditions of the tandem  options and the following  provisions of this Part
IV.

2.      ELIGIBILITY.  The Board may, in its discretion, award the holders of any
Incentive Stock Options or Non-Qualified  Stock Options awarded under the Plan a
Stock  Appreciation  Right under this Part IV concurrent with, or subsequent to,
the award of the option.

3.      EXERCISE.  A  Stock  Appreciation  Right  may  be  exercised  under  the
applicable  terms and conditions of the Incentive Stock Option or  Non-Qualified
Stock Option with respect to which the Stock  Appreciation  Right is awarded.  A
Stock  Appreciation Right shall entitle the holder of a Stock Option to receive,
upon the exercise of the Stock  Appreciation  Right,  shares of Stock (valued at
their Fair Market Value at the time of exercise), cash or a combination thereof,
in the discretion of the Board, in an amount equal in value to the excess of the
Fair Market Value of the shares of Stock subject to the Stock Appreciation Right
as of the date of such exercise over the purchase price of the Stock Option. The
exercise  of a Stock  Appreciation  Right will  result in the  surrender  of the
related Incentive Stock Option or Non-Qualified Stock Option.



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4.      EXPIRATION  DATE.  The  "Expiration   Date"  with  respect  to  a  Stock
Appreciation Right shall be determined by the Board, and shall be not later than
the Expiration Date for the related Stock Option.


                              V. RESTRICTED STOCK

1.      DEFINITION. Restricted Stock awards are grants of Stock to Participants,
the vesting of which is subject to a required period of employment or service as
a director or consultant and any other conditions established by the Board.

2.      ELIGIBILITY.   The  Board  shall  designate  the  Participants  to  whom
Restricted  Stock is to be  awarded  and the  number of shares of Stock that are
subject to the award.

3.      TERMS AND CONDITIONS OF AWARDS.  All shares of Restricted  Stock awarded
to  Participants  under the Plan  shall be subject  to the  following  terms and
conditions and to such other terms and  conditions,  not  inconsistent  with the
Plan, as shall be prescribed by the Board in its sole discretion and as shall be
contained in the Agreement referred to in Part I, paragraph 12.

        (1)     Restricted  Stock  awarded  to  Participants  may  not be  sold,
                assigned,  transferred,  pledged or otherwise encumbered, except
                as  hereinafter  provided,  for a period  of five  years or such
                shorter period as the Board may determine, but not less than one
                year, after the time of the award of such stock (the "Restricted
                Period"). Except for such restrictions, the Participant as owner
                of such  shares  shall  have all the  rights  of a  shareholder,
                including  but not limited to the right to vote such shares and,
                except as otherwise  provided by the Board, the right to receive
                all dividends paid on such shares.

        (2)     The Board may in its  discretion,  at any time after the date of
                the  award  of  Restricted  Stock,  adjust  the  length  of  the
                Restricted  Period to account for individual  circumstances of a
                Participant or group of  Participants,  but in no case shall the
                length of the Restricted Period be less than one year.

        (3)     Except  as  otherwise  determined  by  the  Board  in  its  sole
                discretion,  a  Participant  whose  employment  or  service as a
                director  or  consultant   with  the  Company  and  all  Related
                Companies  terminates prior to the end of the Restricted  Period
                for any reason  shall  forfeit  all shares of  Restricted  Stock
                remaining subject to any outstanding Restricted Stock Award.

        (4)     Each certificate issued in respect of shares of Restricted Stock
                awarded  under the Plan shall be  registered  in the name of the
                Participant  and,  at the  discretion  of the  Board,  each such
                certificate  may be deposited in a bank designated by the Board.
                Each such  certificate  shall bear the  following (or a similar)
                legend:

                       "The  transferability  of this certificate and the shares
                       of stock represented  hereby are subject to the terms and
                       conditions   (including   forfeiture)  contained  in  the
                       INTERNATIONAL  ISOTOPES INC.,  2002  Long-Term  Incentive
                       Plan and an agreement entered into between the registered
                       owner and INTERNATIONAL ISOTOPES INC. A copy of such plan
                       and  agreement is on file in the office of the  Secretary
                       of  INTERNATIONAL  ISOTOPES INC.,  4137 Commerce  Circle,
                       Idaho Falls, Idaho 83401.

        (5)     At the end of the Restricted  Period for Restricted  Stock, such
                Restricted Stock will be transferred free of all restrictions to
                a Participant (or his or her legal  representative,  beneficiary
                or heir).

4.      SUBSTITUTION OF CASH. The Board may, in its discretion,  substitute cash
equal to the Fair Market Value  (determined as of the date of  distribution)  of
Stock  otherwise  required to be distributed to a Participant in accordance with
Part V, paragraph 3.



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                             VI. PERFORMANCE UNITS

1.      DEFINITION. Performance Units are awards to Participants who may receive
value  for the units at the end of a  Performance  Period.  The  number of units
earned,  and value received for them,  will be contingent on the degree to which
the performance measures established at the time of the initial award are met.

2.      ELIGIBILITY.   The  Board  shall  designate  the  Participants  to  whom
Performance  Units are to be awarded,  and the number of units to be the subject
of such awards.

3.      TERMS AND  CONDITIONS OF AWARDS.  For each  Participant,  the Board will
determine the timing of awards; the number of units awarded; the value of units,
which may be stated  either  in cash or in  shares  of  Stock;  the  performance
measures used for  determining  whether the  Performance  Units are earned;  the
performance  period  during  which the  performance  measures  will  apply;  the
relationship  between the level of achievement of the  performance  measures and
the degree to which Performance Units are earned;  whether,  during or after the
performance  period,  any revision to the  performance  measures or  performance
period should be made to reflect significant events or changes that occur during
the performance  period; and the number of earned Performance Units that will be
paid in cash and/or shares of Stock.

4.      PAYMENT.   The  Board  will  compare  the  actual   performance  to  the
performance  measures  established for the performance  period and determine the
number of units to be paid and their  value.  Payment for units  earned shall be
wholly in cash, wholly in Stock or in a combination of the two, in a lump sum or
installments,  and subject to vesting  requirements and such other conditions as
the Board shall provide.  The Board will determine the number of earned units to
be paid in cash and the number to be paid in Stock. For Performance Units valued
when  awarded in shares of Stock,  one share of Stock will be paid for each unit
earned,  or cash will be paid for each unit earned  equal to either (a) the Fair
Market Value of a share of Stock at the end of the Performance Period or (b) the
Fair Market Value of the Stock  averaged for a number of days  determined by the
Board. For Performance Units valued when awarded in cash, the value of each unit
earned  will be paid in its  initial  cash  value,  or shares  of Stock  will be
distributed  based on the cash value of the units earned divided by (a) the Fair
Market Value of a share of Stock at the end of the Performance Period or (b) the
Fair Market Value of a share of Stock  averaged for a number of days  determined
by the Board.

RETIREMENT,  DEATH OR  TERMINATION.  A  Participant  whose  employment  with the
Company and Related Companies  terminates during a performance period because of
Retirement  or  death  shall  be  entitled  to  the  prorated  value  of  earned
Performance  Units,  issued  with  respect to that  performance  period,  at the
conclusion of the  performance  period based on the ratio of the months employed
during  the  period  to the  total  months  of the  performance  period.  If the
Participant's  employment  with the  Company and  Related  Companies  terminates
during a performance period for any reason other than Retirement or death, or if
a  Participant's  service as a director or consultant of the Company and Related
Companies terminates during a performance period for any reason, the Performance
Units  issued with respect to that  performance  period will be forfeited on the
date  his  employment  or  service  with  the  Company  and  Related   Companies
terminates.  Notwithstanding  the  foregoing  provisions  of this  Part VI, if a
Participant's employment or service as a director or consultant with the Company
and Related Companies  terminates before the end of the Performance  Period with
respect to any  Performance  Units awarded to him, the Board may determine  that
the Participant will be entitled to receive all or any portion of the units that
he or she would  otherwise  receive,  and may accelerate the  determination  and
payment of the value of such units or make such other  adjustments as the Board,
in its sole discretion, deems desirable.


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