EXHIBIT 10.4


                                   SUMMARY OF

                           INTERNATIONAL ISOTOPES INC.
                          EMPLOYEE STOCK PURCHASE PLAN



This Summary  relates to an aggregate of up to 2,000,000  shares of common stock
of International  Isotopes Inc. offered pursuant to the  International  Isotopes
Inc.  Employee  Stock  Purchase Plan  ("Plan").  This Summary sets forth certain
information relating to the Plan. If there are any inconsistencies  between this
Summary and the Plan, the Plan will control.

No person is authorized to give any  information  or to make any  representation
not  contained  in this  Summary,  and, if given or made,  such  information  or
representation  should  not be relied  upon as  having  been  authorized  by the
Company. This Summary does not constitute an offer to sell, or a solicitation of
an offer to purchase the securities  offered by this Summary in any jurisdiction
in which,  or to or from any person to or from whom, it is unlawful to make such
an offer, or solicitation of an offer.  Neither the delivery of this Summary nor
any distribution of the securities offered pursuant to this Summary shall, under
any  circumstances,  create any implication that there has been no change in the
information  set forth herein or in the affairs of the Company since the date of
this Summary or that the information herein is correct as of any time subsequent
to its date.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS SUMMARY.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                             _______________________


                       THIS DOCUMENT CONSTITUTES PART OF A
                    PROSPECTUS COVERING SECURITIES THAT HAVE
                BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

                             _______________________


                  The date of this Summary is December 15, 2004



<PAGE>


                                TABLE OF CONTENTS

                                                                   Page


THE COMPANY..........................................................1

DESCRIPTION OF THE PLAN..............................................1

   Eligibility and Enrollment........................................2

   Payroll Contributions.............................................2

   Stock Purchases and Sales.........................................4

   Taxes.............................................................6

   Stockholder Rights...............................................10

   Plan Administration and General Plan Provisions..................11

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.....................12





<PAGE>

                                   THE COMPANY

         International Isotopes Inc., a Texas corporation,  is the issuer of the
securities under the  International  Isotopes Inc.  Employee Stock Purchase Plan
described below. The term "Company" used in this Summary includes  International
Isotopes  Inc.  as well  as any  subsidiary  of the  Company  designated  by the
Committee  described  below to participate in the Plan. The Company's  executive
offices are located at 4137 Commerce Circle,  Idaho Falls,  Idaho 83401, and the
telephone number is (208) 524-5300.


                             DESCRIPTION OF THE PLAN

         The Company  established the Plan to provide eligible  employees of the
Company with an opportunity to purchase shares of common stock of  International
Isotopes Inc. ("Shares") through payroll contributions.  These contributions are
used at the end of an offering  period to purchase Shares at a discount from the
current market price.

         The  Plan  was  authorized  by the  Company's  Board  of  Directors  on
September 30, 2004,  subject to stockholder  approval.  The stockholders will be
asked to  approve  the  Plan at the  stockholder  annual  meeting  in  2005.  If
stockholder approval is not obtained, any payroll contributions deducted for the
Plan will be returned.

         The Plan is intended to qualify as an "employee  stock  purchase  plan"
under Section 423 of the Internal Revenue Code of 1986, as amended ("Code"), and
the  provisions  of the  Plan  will be  construed  accordingly.  The Plan is not
intended  to be a  qualified  plan under  Section  401(a) of the Code and is not
subject to the  provisions  of the Employee  Retirement  Income  Security Act of
1974, as amended.

         The Plan is  administered  by the  Compensation  Committee or any other
committee appointed by the Board to administer the Plan  ("Committee").  You may
contact the Committee at: Compensation  Committee,  4137 Commerce Circle,  Idaho
Falls, Idaho 83401.

         Additional  information concerning the Plan and its administrators will
be furnished upon request directed to the Chief Executive Officer of the Company
at 4137 Commerce Circle,  Idaho Falls,  Idaho 83401, and the telephone number is
(208) 524-5300.

         A summary  of the  major  features  of the Plan is set  forth  below in
question and answer format:



                                       1
<PAGE>

                           Eligibility and Enrollment


         Am I eligible to participate in the Plan?

         You are  eligible  to  participate  in the Plan if you are an  employee
whose customary employment is more than 20 hours per week and more than 5 months
per calendar year.

         When may I enroll?

         If you are an  eligible  employee  before the first day of an  offering
period, you may begin  participating on the first day of such offering period if
you enroll in the Plan during the  enrollment  period for that offering  period.
The Committee  determines the enrollment  period. An enrollment period generally
will end  approximately  two weeks before the first day of the offering  period.
You may not begin  participating in an offering period if the enrollment  period
for that offering period has passed and you had not enrolled.

         Does my enrollment carry over for future offering periods?

         Yes.  Once you  have  enrolled  for one  offering  period,  you will be
re-enrolled   automatically  for  future  Plan  offering  periods  at  the  same
percentage unless:

         o     you  actually  elect  not to  contribute  or  elect  a  different
               contribution  percentage  during the  enrollment  period for such
               future offering period, or

         o     you suspended your  contributions  or withdrew during an offering
               period.   (See  discussion   under  "Can  I  change  or  stop  my
               contributions during an offering period?" on page 3.)



                              Payroll Contributions

         How much of my paycheck can I contribute?

         You may authorize after-tax payroll contributions to the Plan of from 1
percent to 15 percent of your  eligible pay (unless  otherwise  specified by the
Committee). Your eligible pay

         o     includes your base salary, commissions,  overtime pay and bonuses
               paid to you by the Company; and

         o     excludes reimbursements,  allowances,  disability pay not paid by
               the Company,  severance  payments,  equity  compensation and gain
               from stock option exercises.

         Your percentage of eligible pay is determined before deductions such as
401(k) or other benefit contributions.

         Under IRS rules, you generally may not purchase during any one calendar
year more than  $25,000  worth of Shares based on their fair market value on the
first trading day of the offering period.



                                       2
<PAGE>

         When do my payroll contributions begin?

         Payroll contributions begin with the first paycheck following the first
day of the offering  period for which you are enrolling and continue at the same
rate for  future  offering  periods  until you stop  participating  in the Plan.
Contributions  will not be  prorated  when the  beginning  or end of an offering
period falls within a pay cycle.  Payroll  contributions from a paycheck will be
for the offering period during which the paycheck was issued.

         Can I change or stop my contributions during an offering period?

         You may  choose to  change  the  percentage  of your  contributions  or
suspend  contributions  (elect 0  percent  contribution)  only once  during  any
offering period. You may also withdraw from the Plan and have your contributions
refunded to you.

o    Change  or  Suspend - You may  change  or  suspend  your  contributions  in
     accordance  with  procedures  determined by the  Committee.  If you suspend
     contributions,  your  contributions  will be used to purchase Shares at the
     end of the offering period. Once you suspend contributions to the Plan, you
     will not be eligible to make further  contributions until the next offering
     period. Once you change the percentage of your contributions,  you will not
     be eligible to make further changes to your contributions  percentage until
     the next offering period.

o    Withdraw  - Your  accumulated  contributions  may  also  be  withdrawn  and
     refunded  to you any time prior to 30 days  before  the end of an  offering
     period (or such other period determined by the Committee). If you choose to
     withdraw from the Plan, you will not be eligible to make  contributions  to
     the Plan  until  the next  offering  period.  No  interest  is paid on your
     contributions in the Plan.  Refunds will be made through payroll as soon as
     practicable following your election to withdraw.

         Of course, you will still own the Shares you have previously  purchased
under the Plan. Even if you stop contributing,  you may re-enroll for any future
offering period in which you are eligible to participate by enrolling during the
applicable enrollment period for such future offering period.

         How do I start making contributions again to the Plan?

         Enroll during the enrollment period for a future offering period.

         Do my payroll contributions earn interest?

         No. Your contributions do not earn interest.

         What happens to my payroll contributions?

         Although a record is made of all your Plan  payroll  contributions,  no
separate account will actually be established to hold them. Instead, all payroll
contributions  received by the Company will be held without  interest and may be
integrated  into the  Company's  general  assets and used by the Company for any
corporate purpose.



                                       3
<PAGE>

         Can I make additional non-payroll contributions?

         No. Contributions can only be made through payroll deductions.


                            Stock Purchases and Sales

         What is an "offering period"?

o    An offering  period is a 3-month period or such other period  determined by
     the Committee.

         What is a "purchase date"?

         A "purchase date" is the last trading day of the offering period,  when
Shares  are  purchased  with  your  accumulated  payroll  contributions.  On the
purchase date, the total amount of payroll contributions  credited to you during
the offering period will be used to purchase whole Shares at the discount price.

         When are my Shares purchased?

         The Plan will  purchase  Shares for you on the last  trading day of the
offering  period.  The number of Shares  purchased for you will be determined by
how much money you have  contributed  by the  purchase  date and by the purchase
price.  Your  contributions  will be used to  purchase  as many whole  Shares as
possible.  Any cash remaining will be added to your  contributions  for the next
offering period.  If you do not participate in the next offering period,  excess
cash will be refunded to you.

         What is the purchase price of Shares?

         At the end of each offering period,  the fair market value of Shares on
the purchase  date is compared with the fair market value of Shares on the first
day of the  offering  period.  The  price  you pay for the  Shares - called  the
"purchase  price" - is 15% less  than the lower of these  two  prices.  You will
always pay less than the current market price.

         Example: When the share price goes up

         Price on first trading day of offering period:  $.20

         Price on purchase date:  $.25

         What you pay:  $.20 - 15% ($.03) = $.17

         Example:  When the share price goes down

         Price on first trading day of offering period:  $.20



                                       4
<PAGE>

         Price on purchase date:  $.15

         What you pay:  $.15 - 15% ($.0225) = $.1275

         How is the fair market value of Shares determined?

         "Fair market value" is the closing sales price per Share on the date in
question as quoted on the OTC Bulletin Board.

         Are there any limitations on the number of Shares I may purchase?

         Yes. The following limitations apply:

o    The total number of Shares available for purchase by all Plan  participants
     is 2,000,000 Shares (subject to adjustment as discussed in "What happens if
     there is a change in the Company's capital structure?" on page 11).

o    During any one calendar  year,  you  generally  may not purchase  more than
     $25,000 worth of Shares based on the fair market value on the first trading
     day of an offering period.  (Special rules apply to the calculation of this
     limit when the offering period spans two calendar years.)

o    You may not purchase  Shares in the Plan if you own 5% or more of the total
     voting  power or value of all classes of stock of the Company or any parent
     or  subsidiary  corporation.  (For  purposes of  determining  5% ownership,
     certain  attribution  rules apply and Shares which you may  purchase  under
     outstanding options are treated as owned by you.)

Any  payroll  contributions  collected  from you that  cannot be  applied to the
purchase of Shares because of one or more of these limitations will be refunded.

         Where do my Shares of stock go after they are purchased?

         As soon as  practicable  after each  three-month  purchase  date,  your
account at a  designated  broker will be credited  with the Shares  purchased on
your behalf. No stock certificates will be issued.

         Will I receive a  statement  indicating  the  amount  and  status of my
account?

         Yes. After each purchase date, you will receive a statement  indicating
the number of Shares  purchased for you on the purchase  date.  After the end of
each  calendar   year,   you  will  also  receive  a  statement   regarding  the
contributions  you made during the year and the number of Shares  purchased  for
you during the year:

         When can I sell my purchased Shares?

         After  the  close of an  offering  period,  Shares  you  purchased  are
deposited  into a  designated  brokerage  account  as soon  as  administratively
practicable.  Subject to the Company's  insider trading  policies,  you may sell
your Shares as soon as this deposit is complete.



                                       5
<PAGE>

         If Shares are  disposed of in a  disposition  that does not satisfy the
holding period requirements of Section 423 of the Code (generally,  as discussed
below,  two years from the beginning of the  applicable  offering  period),  the
Company  must be  notified.  If you  transfer  your Shares  from the  designated
brokerage account and then sell your Shares, you must notify the Company.

         Federal  income  tax  treatment  of the  sale  proceeds  will  be  more
favorable  if you hold your Shares for a certain  period of time before  selling
them.  Because of possible tax  consequences,  we suggest that you consult a tax
advisor before you sell your Shares. (See "Taxes" on pages 6-10 for some general
tax information.)

         What happens if I leave the Company?

         If you leave the Company,  your  contributions end  automatically  upon
your   termination  of  employment   with  the  Company  and  your   accumulated
contributions for that offering period shall be returned. No interest is paid on
your  contributions to the Plan. The Shares you have already  purchased  through
the Plan will remain yours after termination of your employment.

         What happens if I take a leave of absence?

         Depending on the length of the leave of absence, your participation may
be terminated.


                                      Taxes

         The United States  federal tax laws are  technical and complex  whereas
the  discussion  herein is in general  terms and  relates  solely to the regular
United States income tax and not to the  alternative  minimum income tax, state,
foreign  or other  income  taxes or gift,  estate or  inheritance  taxes  unless
specifically  noted  to the  contrary.  The  following  discussion  is not a tax
opinion and is not tax  advice,  but is merely a guide to assist  employees  and
their  advisers.   Furthermore,  the  tax  laws  are  subject  to  change  (even
retroactively)  by  legislation,  administrative  rulings and  regulations,  and
judicial  decisions.  EMPLOYEES  SHOULD CONSULT THEIR OWN TAX ADVISERS AS TO THE
TAX CONSEQUENCES TO THEM OF THE PLAN.

         The Plan is intended to qualify for favorable  tax treatment  under the
Code. The favorable tax benefit is the deferral of taxable income related to the
15%  discount.  This amount will be deferred  until the time you sell the Shares
purchased  through the Plan.  Since the Plan provides you the opportunity to buy
Shares at a discount,  that discount is usually considered  compensation income.
If the Plan had not been designed to qualify for favorable tax  treatment,  that
discount would be taxable to you at the time you purchase the Shares. Again, due
to the favorable tax  treatment,  you generally will not have any income related
to the discount until you sell the Shares.

         The Plan allows you to purchase Shares with after-tax  dollars at a 15%
discount.  The character of the income  resulting  from a sale of Shares is very
important in  determining  your ultimate tax  liability.  The tax laws generally
provide more  favorable tax  treatment  when you hold the Shares for at least 21
months after the purchase date.



                                       6
<PAGE>

         Will I have taxable income because I become a Plan  participant or when
Shares of Company common stock are purchased in my name?

         Payroll  contributions  deducted  from  your pay for the  Plan  will be
subject to federal income and employment  taxes just as though such amounts were
paid to you in cash.

         The Plan is intended to be an "employee stock purchase plan" within the
meaning of Code Section 423.  Under such an employee  stock  purchase  plan,  no
additional  income will be recognized by you either at the time purchase  rights
are granted  pursuant to the Plan or at the time you purchase Shares pursuant to
the Plan.

         When will I be subject to federal income tax on the purchased Shares?

         You  will  have  taxable  income  in  the  year  in  which  there  is a
"disposition"  of the purchased  Shares.  "Disposition"  generally  includes any
transfer of legal  title,  including a transfer by sale,  exchange or gift,  but
does not include a transfer to your spouse or a transfer into a joint  ownership
with right of survivorship if you remain one of the joint owners.

         How is the federal income tax liability determined?

         Your federal  income tax liability  will depend on whether you held the
Shares for at least two years after the first day of the offering period for the
Shares  and at least one year  after the  Shares  were  acquired  under the Plan
("Holding Period").  With 3-month offering periods under the Plan, you will meet
the  Holding  Period if you do not  dispose of the Shares for at least 21 months
after the purchase date.

         What if I sell or  otherwise  transfer  my Shares  before  meeting  the
Holding Period requirement?

         You will recognize ordinary income in the year of the disposition equal
to the  amount by which the  market  price of the  Shares on the  purchase  date
exceeded the purchase price. The amount of ordinary income will be added to your
basis  in the  Shares,  and  any  resulting  gain or loss  recognized  upon  the
disposition  will be a capital  gain or loss.  The capital  gain or loss will be
long term if the Shares are held for more than one year.

         The Company will report the amount of ordinary  income you recognize on
your W-2 form for the year of the disposition.

Example:  In September, 2005, you purchased Shares at $.17/Share when the market
prices were $.25/share. In June, 2006, when the market price was $.17/Share, you
sold the Shares within the two-year Holding Period.

Even though you had no gain on this sale, the income tax treatment would be:

Ordinary Income Per Share:



                                       7
<PAGE>

Market price on the purchase date in  September,  2005  ($.25/Share)  - Purchase
price ($.17/Share) = $.08/Share

Short-Term Capital Loss Per Share:

Selling price  ($.17/Share) - Your adjusted basis  ($.17/Share  purchase price +
$.08/Share ordinary income = $.25/Share) = $.08/Share

         In  contrast,  if you had held the Shares for the Holding  Period,  you
would recognize no income.

         What if I sell or  otherwise  transfer  my  Shares  after  meeting  the
Holding Period requirement?

         You will  realize  ordinary  income in the year of the sale or transfer
equal to the lesser of (1) the amount by which the market price of the Shares on
the first  trading  day of the  offering  period  during  which such Shares were
purchased  exceeds the  purchase  price,  or (2) the amount by which the Shares'
market price on the disposition date exceeds the purchase price.  This amount of
ordinary  income will be added to your basis in the Shares,  and any  additional
gain recognized upon the  disposition  will be a long-term  capital gain. If the
Shares' market price on the disposition date is less than the purchase price you
paid for the Shares,  there will be no ordinary income,  and any loss recognized
will be a long-term capital loss.

Example:  On the first  trading day of the offering  period (July 1, 2005),  the
market price of a Share was $.20/Share. On the September 30, 2005 exercise date,
you purchased  Shares at  $.17/Share  when the market price was  $.25/Share.  In
December of 2007,  you sell the Shares for  $.30/Share in a disposition  meeting
the Holding Period.

The income tax treatment of your $.13 gain/Share will be:

         Ordinary Income Per Share is the Lower of:

         o     Shares'  market  price on the  first day of the  offering  period
               ($.20) over the purchase price ($.17) = $.03/per Share.

         o     the  excess  of the  Shares'  market  price  on the  date  of the
               disposition  ($.30/Share) over the purchase price  ($.17/Share) =
               $.13/Share.

         Therefore, Ordinary Income per Share is $.03.

         Long-Term Capital Gain Per Share:

         Selling price - (Your purchase price + ordinary income) [$.30 - ($.17 +
$.03)] = $.10/Share.


                                       8
<PAGE>

         In  contrast,  if you had  disposed  of the Shares  before  meeting the
Holding  Period,  you would have ordinary income per Share of $.08 ($.25 - $.17)
and long-term capital gain per Share of $.05 [$.30 - ($.17 + $.08)].

         Are there special rules if I purchase  Shares on a purchase date ending
more than three months after my termination of employment?

         Yes. To get the  special tax  treatment  described  above for  employee
stock purchase plans, you must be employed by the Company within three months of
the purchase  date.  Generally,  your  participation  in the Plan ends upon your
termination of employment and  contributions  for the period are returned to you
and no  Shares  are  purchased  for the  period.  However,  if  your  employment
terminates  (other than because of death) more than three months  before the end
of an offering  period and Shares are  purchased at the next  purchase date with
payroll contributions prior to your termination of employment, the discount from
the Shares' market value on the purchase date will be treated as ordinary income
to you and subject to income tax withholding.

         What if I die before disposing of my Shares?

         Your  estate  must  report as  ordinary  income in the year you die the
lesser of (1) the amount by which the Shares'  market  price on the date of your
death exceeds the purchase price paid for such Shares or (2) the amount by which
the market price of the Shares on the first  trading day of the offering  period
during which those  Shares were  purchased  exceeds the purchase  price paid for
such Shares.

         Is there income tax  withholding  if I dispose of my Shares  before the
Holding Period is met?

         No. The IRS does not require the  Company to withhold  income  taxes on
the sale of any Shares  acquired  pursuant  to the Plan  (except as set forth in
"Are there  special  rules if I purchase  Shares on a purchase  date ending more
than three months after my termination of employment?" above). Because no income
taxes will be withheld,  you are  responsible  for paying any tax due and should
evaluate whether you need to adjust your regular payroll  withholding or make an
estimated  federal or state income tax payment.  Failure to do this could result
in the imposition of penalties and interest upon the filing of your tax returns.

         Are there FICA and FUTA taxes  applicable  to the discount  from market
value on Share purchases pursuant to the Plan?

         No. The IRS does not assess  FICA and FUTA taxes on the  discount  from
market value when Shares are purchased pursuant to the Plan.

         What if the Company is required to withhold taxes?

         If the Company is required to withhold  taxes with respect to purchases
or sales of Shares under the Plan, the Company may require you to pay such taxes
to the Company or the Company may deduct such amounts from your wages.



                                       9
<PAGE>

         What are the federal tax consequences to the Company?

         The  Company  can  take a  federal  income  tax  deduction  only if the
purchased  Shares  are sold  before  the  Holding  Period  is met.  The  Company
generally  can take a  deduction  equal to the  amount of  ordinary  income  you
recognize upon such disposition prior to the end of the Holding Period.

         EACH EMPLOYEE  SHOULD  CONSULT HIS OR HER OWN TAX ADVISER AS TO FEDERAL
AND OTHER TAX CONSEQUENCES  WHICH MAY ARISE WITH RESPECT TO PARTICIPATION IN THE
PLAN AND SHARES RECEIVED PURSUANT TO THE PLAN.


                               Stockholder Rights

         When do I receive rights as a stockholder?

         Once  Shares  are  purchased  for you,  you will  have the  rights of a
stockholder with respect to those Shares,  including  voting rights.  This means
that as long as you hold Shares you will receive the same  information  that all
other  shareholders  receive.  You  will  also be  entitled  to vote on  matters
submitted to the company's stockholders.

         What happens to any dividends?

         If dividends on Shares are ever paid, such dividends would be deposited
into your brokerage account holding such Shares.

         Can I assign or transfer my rights to purchase Shares under the Plan?

         No. Your Plan  purchase  rights  cannot be assigned or  transferred  to
anyone else, except by will or the laws of inheritance following your death.

         Are there any restrictions on my ability to sell Shares?

         All employees are subject to the Company's insider trading policy.  The
Committee  may impose  additional  restrictions  or  limitations  on the sale of
Shares purchased under the Plan.

         What  additional  restrictions  apply if I  become  an  "affiliate"  or
"Section 16 insider"?

         Only a few members of top  management are  "affiliates"  or "Section 16
insiders." In general,  Rule 144 of the Securities Act of 1933 and Section 16 of
the  Securities  Exchange  Act  of  1934  restrict  the  transfer  of  stock  by
"affiliates"  of the Company  and  "Section  16  insiders,"  as defined in those
sections.  If you become an  affiliate  or Section  16  insider,  you may become
subject to, among other rules, special notice requirements, limits on the number
of Shares you can sell and the short-swing profit rules of Section 16.



                                       10
<PAGE>

         Does participating in the Plan affect the terms of my employment?

         Participating  in the Plan  does  not  provide  you  with any  right to
continued  employment at the Company,  and your  employment may be terminated at
any time for any reason.


                 Plan Administration and General Plan Provisions

         Who administers the Plan?

         The Plan is  administered  by the Committee.  The Board  determines the
Committee.

         The  Committee has the full and  exclusive  discretionary  authority to
construe and  interpret  the Plan and the rights  granted under it, to designate
from time to time which  subsidiaries  of the Company shall  participate  in the
Plan, to establish rules and regulations for the  administration of the Plan and
to amend the Plan to satisfy applicable laws, to obtain any exemption under such
laws or to reduce or eliminate any unfavorable accounting consequences.

         You should  address any  inquiries you may have to the Committee at the
Company's executive offices in Idaho Falls.

         Who  pays  for the  brokerage  commissions  and  record  keeping  costs
associated with the Plan?

         The  Company  pays  for the  administrative  costs  as well as any fees
associated  with the purchase of Shares under the Plan.  You will pay  brokerage
fees and any costs  associated  with the sale of your  Shares when you decide to
sell the Shares.

         What is the total number of Shares that may be issued under the Plan?

         No more  than  2,000,000  Shares  may be  issued  as  part of the  Plan
(subject to  adjustment as discussed in "What happens if there's a change in the
Company's capital structure?" below).

         What happens if there is a change in the Company's capital structure?

         If there is any increase or decrease in the number of Shares  resulting
from a stock split,  reverse stock split,  stock  dividend,  extraordinary  cash
dividend,   combination  or  reclassification  of  Shares  or  recapitalization,
reorganization,  consolidation,  split-up,  spin-off  or any other  increase  or
decrease in the number of Shares affected  without receipt of  consideration  by
the Company,  the Plan provides for adjustment of the number of Shares which may
be granted under the Plan as well as the purchase price per Share and the number
of Shares covered by each purchase right.

         What  happens if there is a sale of the  Company  or other  significant
corporate event?

         In the event of a proposed sale of the Company,  outstanding  rights to
purchase  Shares  will be  assumed or an  equivalent  right to  purchase  shares
substituted  by the  successor  corporation  or a  parent  or  affiliate  of the
successor  corporation.  If the  successor  corporation  refuses  to  assume  or
substitute the right to purchase  shares,  any offering  period then in progress
will be shortened by setting a new purchase date and any offering period then in
progress will end on the new purchase date.



                                       11
<PAGE>

         In the event of any corporate transaction,  the Committee may make such
adjustment it deems  appropriate to prevent dilution or enlargement of rights in
the Plan,  in the number,  class of or price of Shares  available  for  purchase
under the Plan and in the number of Shares  which an  employee  is  entitled  to
purchase and any other  adjustments  it deems  appropriate.  In the event of any
transaction,  the Committee may elect to have the purchase rights under the Plan
assumed or such purchase rights  substituted by a successor entity, to terminate
all  outstanding  purchase  rights  either  prior  to their  expiration  or upon
completion of the purchase of Shares on the next purchase  date, or to take such
other action deemed appropriate by the Committee.

         What  if  there  are not  enough  Shares  available  to  cover  all the
exercised purchase rights on a particular exercise date?

         If the total number of Shares to be issued on any  particular  exercise
date is greater  than the maximum  number of Shares that may be issued under the
Plan, the Committee will:

o    allocate the available Shares pro rata to participants; and

o    promptly refund to participants  any remaining  payroll  contributions  not
     applied to the purchase of Shares.

         Can the Plan be amended?

         The Board may amend the Plan at any time,  provided such amendment does
not  cause  rights  issued  under the Plan to fail to meet the  requirements  of
Section  423 of the Code.  Any  amendment  for  which  shareholder  approval  is
required  under  Section  423 of the Code or such  securities  exchange  must be
submitted to the shareholders for approval.

         What is the maximum life of the Plan?

         The Plan will terminate when all Shares available for issuance under it
have been sold, unless the Board terminates the Plan earlier.

         When can the Company terminate the Plan?

         The Board may terminate the Plan at any time. If it does, no additional
purchases of Shares will occur and no additional  rights to purchase Shares will
be granted and no further payroll contributions will be collected.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company has registered  the Shares  reserved for issuance under the
Plan on a Form S-8 Registration Statement (the "Registration Statement"),  filed
with the  Securities and Exchange  Commission  under the 1933 Act. The documents
incorporated by reference in Item 3 of Part II of the Registration Statement are
also incorporated herein by reference and made a part hereof.



                                       12
<PAGE>

         All  reports  and other  documents  filed by the  Company  pursuant  to
Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act subsequent to the date of
this  Summary  and prior to the  filing  of a  post-effective  amendment  to the
Registration  Statement which indicates that all of the Shares have been sold or
which  deregisters  all  Shares  then  remaining  unsold,  shall be deemed to be
incorporated by reference into and made a part of the Registration Statement and
this Summary from the date of filing of such documents.

         The Company is subject to the  informational  requirements  of the 1934
Act, and will file reports,  proxy  statements  and other  information  with the
Securities and Exchange Commission. Employees may read and copy the Registration
Statement,  the documents that the Company  incorporates  by reference into this
prospectus and the other reports,  proxy  statements and other  information that
the Company files with the Securities and Exchange  Commission at the Securities
and  Exchange  Commission's  Public  Reference  Room at 450 Fifth  Street  N.W.,
Washington,  D.C. 20549.  Employees may also obtain copies of these documents at
prescribed rates from the Securities and Exchange  Commission's Public Reference
Room at 450 Fifth Street N.W.,  Washington,  D.C.  20549.  Employees  may obtain
information on the operation of the Public  Reference Room by calling the SEC at
1-800-SEC-0330.   Requests   for  such   documents   can  also  be  directed  to
International  Isotopes  Inc.,  Attn:  Chief  Executive  Officer,  4137 Commerce
Circle, Idaho Falls, Idaho 83401, and the telephone number is (208) 524-5300.

         In  addition,  the Company is required to file  electronic  versions of
these  documents  with  the  Securities  and  Exchange  Commission  through  the
Securities and Exchange  Commission's  EDGAR system. The Securities and Exchange
Commission  maintains  a  web  site  at  http://www.sec.gov  that  contains  the
information incorporated by reference in this prospectus.  The Company's website
also contains  electronic  versions of these documents.  The Company's  internet
address is http://www.intisoid.com.