EXHIBIT 10.2


                                     FORM OF

                        INCENTIVE STOCK OPTION AGREEMENT

                           INTERNATIONAL ISOTOPES INC.



              Date of Grant:
              Name of Optionee:
              Number of Shares:         _______________ shares of Common Stock
              Price Per Share:          $ ______ per share

         International  Isotopes  Inc.,  a Texas  corporation  (the  "Company"),
hereby  grants to the  above-named  optionee  (the  "Optionee")  an option  (the
"Option") to purchase from the Company, for the price per share set forth above,
the number of shares of Common  Stock (the  "Stock"),  of the  Company set forth
above.  This Option is granted pursuant to, and is subject to, the provisions of
the International  Isotopes Inc. 2002 Long-Term  Incentive Plan, as amended from
time to time.  This Option is intended by the parties hereto to be an "incentive
stock option" within the meaning of Section 422 of the Internal  Revenue Code of
1986, as amended (the "Code").

         The terms and conditions of the Option granted hereby are as follows:

         1.     The price at which  each share of Stock  subject to this  Option
may be purchased shall be the price set forth above,  subject to any adjustments
that may be made pursuant to Section 10 hereof.

         2.     This Option may be exercised only to the extent that such Option
is vested,  subject to the  provisions  of Sections 8 and 9 hereof.  This Option
shall vest upon the Optionee's completion of a continuous period of satisfactory
service as an Employee of the Company or one of its subsidiary corporations,  in
accordance with the following vesting table:






<PAGE>

                                VESTING SCHEDULE


         VESTING DATES                           NO. OF SHARES VESTED
         -------------------                     --------------------

         [at time of grant]                      25%
         [after one year]                        50%
         [after two years]                       75%
         [after three years]                     100%

         3.     Except as provided  in Section 8 hereof,  this Option may not be
exercised  unless the  Optionee  is in the  employ of the  Company or one of its
subsidiary  corporations  (within the meaning of Section 424(f) of the Code, and
each  individually  referred  to herein as a  "Subsidiary")  at the time of such
exercise.  Unless earlier  terminated in accordance with its terms,  this Option
shall  terminate in all events on date that is 10 years after date of grant (the
"Expiration Date").

         4.     The Optionee (or his representative, guardian, devisee, or heir,
as  applicable)  may  exercise  any  portion  of this  Option  that  has  become
exercisable  in accordance  with the terms hereof as to all or any of the shares
of Stock then available for purchase by delivering to the Company written notice
specifying:

                (i)    the  number  of whole  shares  of  Stock to be  purchased
                       together  with  payment in full of the  aggregate  option
                       price of such shares,  provided  that this Option may not
                       be exercised  for less than fifty (50) shares of Stock or
                       the number of shares of Stock  remaining  subject to this
                       Option, whichever is smaller;

                (ii)   the address to which dividends,  notices,  reports,  etc.
                       are to be sent; and

                (iii)  the Optionee's social security number.

Payment  shall be in cash,  or by certified or  cashier's  check  payable to the
order of the Company, free from all collection charges, by delivery of shares of
Common Stock  already owned by the Optionee and having a fair market value equal
to the aggregate  Option Price, or by a combination of cash and shares of Common
Stock.  The  Optionee  shall not be entitled to any rights and  privileges  as a
shareholder  of the  Company in  respect of any shares of Stock  covered by this
Option until such shares of Stock shall have been paid for in full and issued to
the Optionee.


                                       2
<PAGE>

         5.     As soon as practicable  after the Company  receives  payment for
shares of Stock  covered  by this  Option,  it shall  deliver a  certificate  or
certificates representing the shares of Stock so purchased to the Optionee. Such
certificate  shall  be  registered  in  the  name  of  the  Optionee.   Optionee
understands  and agrees that the Company shall cause the legends set forth below
or  legends   substantially   equivalent   thereto,   to  be  placed   upon  any
certificate(s)  evidencing  ownership  of the  Shares  together  with any  other
legends that may be required by state or federal  securities laws at the time of
the issuance of the Shares:

         THE SHARES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
         THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  AND MAY
         NOT BE OFFERED,  SOLD OR  OTHERWISE  TRANSFERRED,  PLEDGED OR
         HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR THE
         ISSUER OF THE SHARES (THE  "ISSUER")  HAS RECEIVED AN OPINION
         OF COUNSEL IN FORM AND SUBSTANCE  SATISFACTORY  TO THE ISSUER
         THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS
         IN COMPLIANCE WITH THE ACT.

Optionee  agrees  that,  in order to  ensure  compliance  with the  restrictions
referred  to  herein,   the  Company  may  issue   appropriate  "stop  transfer"
instructions to its transfer  agent, if any, and that, if the Company  transfers
its own securities,  it may make appropriate notations to the same effect in its
own records.

         6.     This  Option  is  personal  to  the   Optionee  and  during  the
Optionee's  lifetime  may be  exercised  only by the Optionee or his guardian or
representative.  This Option shall not be transferable other than by will or the
laws of descent and distribution,  or pursuant to a qualified domestic relations
order  as  defined  by the  Code or Title I of the  Employee  Retirement  Income
Security Act of 1974, as amended, or the rules thereunder.

         7.     If the Optionee's  employment with the Company or any Subsidiary
shall  terminate by reason of his death or disability,  then the Optionee or his
personal  representative  shall have the right to exercise any vested portion of
this Option for a period of one (1) year following the date of  termination,  or
if  earlier,  until  the  Expiration  Date  of the  Option.  If  the  Optionee's
employment  with the Company or any  Subsidiary  shall  terminate  for any other
reason, then the Optionee shall have the right to exercise any vested portion of
this Option for a period of ninety (90) days following the date of  termination,
or if earlier, until the Expiration Date of the Option.


                                       3
<PAGE>

         8.     This  Option  does  not  confer  on the  Optionee  any  right to
continue in the employ of the Company or any  Subsidiary or interfere in any way
with the right of the Company or any  Subsidiary  to determine  the terms of the
Optionee's employment.

         9.     All  interpretations or determinations of the Board of Directors
with  respect to this Option shall be binding and  conclusive  upon the Optionee
and his legal  representatives  with respect to any question arising  hereunder.
Any powers,  rights, or responsibilities of the Company's Board of Directors set
forth  herein may be delegated to and  exercised by the  Compensation  Committee
thereof.

         10.    In the event of any change in the outstanding shares of stock of
the  Company  by  reason  of  any  stock   dividend,   stock   split,   spinoff,
recapitalization,  merger,  consolidation,  combination,  exchange  of shares or
other similar  change,  the  aggregate  number of shares of stock covered by the
Option and/the purchase price under the Option,  shall be equitably  adjusted by
the Board in its sole discretion.

         11.    If,  while the Option is  outstanding,  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, 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,  the Option  shall  terminate,  but the  Optionee  shall be entitled,
immediately  prior to the effective  date of such  transaction,  to purchase the
number of shares that are then vested and exercisable.  The unexercised  portion
of the Option shall be terminated as of the effective date of such transaction.

         12.    All notices  hereunder  to the parties to this  Incentive  Stock
Option Agreement shall be delivered or mailed to the following addresses:

              If to the Company:       International Isotopes Inc.
                                       4137 Commerce Circle
                                       Idaho Falls, ID 83401

              If to the Optionee:      ___________________________
                                       ___________________________
                                       ___________________________



                                       4
<PAGE>

Such  addresses  for the service of notices may be changed at any time  provided
notice of such change is furnished in advance to the other party.

         13.    This Incentive  Stock Option  Agreement shall be governed by and
construed in accordance with the laws of the State of Texas without  application
of the conflict of laws principles  thereof,  except to the extent  preempted by
federal law, which shall govern to such extent.

         IN WITNESS  WHEREOF,  the undersigned  have caused this Incentive Stock
Option Agreement to be duly executed as of the date first above written.

                                       INTERNATIONAL ISOTOPES INC.



                                       By: ________________________

                                       Name: ______________________

                                       Title: _____________________



                                       OPTIONEE:



                                       ____________________________





                                       5
<PAGE>