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:
 [ ] Preliminary Proxy Statement           [ ] Confidential, For Use of the Com-
                                               mission Only (as permitted by
                                               Rule14A-6(e)(2))
 [X] 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.
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             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):

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         (4) Proposed maximum aggregate value of transaction:

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         (5) Total fee paid:

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         [ ] Check box if any part of the fee is offset as provided  by Exchange
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 paid previously. Identify the previous filing by registration statement number,
 or the form or schedule and the date of its filing.

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         (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 APRIL 29, 2003

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

 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 O'Hara's,  120 Cedar Street, New York, NY 10006, on Tuesday, April 29, 2003,
 at 2:00 p.m., eastern time, for the following purposes:

                1.     To elect  three  (3)  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 as independent  certified  public  accountants of the
Company for the fiscal year ending December 31, 2003;

                3.     To approve an  amendment  to the  Company's  Articles  of
Incorporation to provide, in accordance with Texas law, that shareholder actions
may be taken by written  consent of the  requisite  percentage  of  shareholders
without a shareholder meeting or a vote of all shareholders; and

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

        The close of  business  on March 28, 2003 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-KSB as filed with the Securities and Exchange Commission with respect to the
 Company's  operations during the fiscal year ended December 31, 2002, 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 T. LAFLIN
                                          President and CEO
 April 9, 2003





                           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 April 29, 2003

                             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  O'Hara's,  120 Cedar
 Street,  New York, NY 10006 on Tuesday,  April 29, 2003, at 2:00 p.m.,  eastern
 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  April 4,  2003.  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 three (3)  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 as independent  certified public
        accountants of the Company for the fiscal year ending December 31, 2003;
        and

                (3)    FOR approval of an amendment to the Company's Articles of
        Incorporation to provide, in accordance with Texas law, that shareholder
        actions may be taken by written  consent of the requisite  percentage of
        shareholders   without  a   shareholder   meeting   or  a  vote  of  all
        shareholders.

        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 March 28, 2003.  As of March 28, 2003,
 the  Company  had issued and  outstanding  and  entitled  to vote at the Annual
 Meeting  95,581,135  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 March  28,  2003,
 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
                                                       March 28, 2003
                Name                              Number(1)      Percent
 -----------------------------------------        ----------     -------
 John M. McCormack (2)....................        24,367,499      25.5%
 Marie C. Keane and James J. Keane (3)....        12,055,961      12.6%
 Walter O'Hearn (3).......................        12,033,463      12.6%
 William Nicholson (4)....................        14,020,286      14.7%
 Dr. Ralph M. Richart (5) ................        10,843,261      11.3%
 Steve T. Laflin (6) .....................         6,000,000       6.3%
 Christopher Grosso (7)...................         2,372,789       2.5%
 Randall O'Kane ..........................                 0         0

 Directors and executive officers as a
 group (3 persons) (3)....................        19,216,050      20.1%


 (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  10,964,409  shares  owned by Mr.  McCormack's
        children's trusts. Mr. McCormack disclaims  beneficial ownership of such
        shares.
 (3)    Includes  1,470,394 shares owned by Keane Securities Co., Inc., of which
        Mr. Keane and Mr. O'Hearn are officers.
 (4)    Includes  5,000,000  shares in the name of Auric  Partners  in which Mr.
        Nicholson is a principal.
 (5)    Includes 679,998 shares owned by Dr. Richart's children's trusts.
 (6)    Includes  options to purchase  6,000,000 shares of common stock that are
        exercisable  by Mr.  Laflin  within 60 days of April 30, 2003.  Does not
        include options to purchase  5,000,000 shares of common stock granted to
        Mr. Laflin but not exercisable by Mr. Laflin within 60 days of April 30,
        2003.
 (7)    Includes 508,137 shares owned by Diane Grosso.

        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.



                                       2



                                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

        Three 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 three  nominees for the Board of
 Directors  named  below.  The  proxies  cannot  be voted  for more  than  three
 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 69, was elected by the Board of Directors on
 January 22, 2002. 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,  where he
 has been employed since 1963. 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.   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 46, was elected to fill a vacant seat on the Board
 in June 2001.  Mr.  Laflin had been the  President  and General  Manager of the
 Company's subsidiary,  International Isotopes Idaho Inc., since 1996. 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.

        Christopher Grosso, age 35, was elected as a director on April 24, 2002.
 He is  currently a principal of Kershner  Grosso,  Inc., a New York based money
 management and investment banking firm. During his 13 years at Kershner Grosso,
 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 Kershner Grosso, he was with Howe and Rusling Investment Management and
 Chase  Manhattan  Bank.  Mr.  Grosso  also  currently  serves  on the  board of
 directors  of Hibernia  Food,  PLC.  Mr.  Grosso  received his B.S. in business
 administration from Skidmore College.



                                       3


 Retiring Director

        Randall  O'Kane,  age 43, 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. Mr. O'Kane is not standing for re-election at the 2003 Annual Meeting.

        The Board of  Directors  met ten (10) times  during  2002.  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, first established in January 1997,
 currently consists of Dr. Ralph Richart, Christopher Grosso and Randall O'Kane.
 Dr. Richart and Mr. Grosso are each an "independent director" under NASD rules.
 Mr.  O'Kane is not standing for  re-election  at the 2003 annual  meeting.  The
 Board of Directors has adopted a written charter for the Audit  Committee.  The
 Audit Committee is directly responsible for the appointment,  compensation, and
 oversight  of  the  Company's  independent  auditors.   Under  SEC  rules,  the
 independent  auditing  firm  is  required  to  report  directly  to  the  Audit
 Committee.  The  responsibility  of  the  Audit  Committee  includes  resolving
 disagreements  between Company  management and the auditor related to financial
 reporting.  The Audit Committee is responsible for establishing  procedures for
 receipt of complaints  relating to accounting,  internal control,  and auditing
 and  confidential,  anonymous  information  submitted by employees  relating to
 questionable accounting or auditing matters. The committee has the authority to
 employ  independent  counsel and other advisors in connection  with its duties.
 The Audit Committee met once during fiscal 2002.

        Compensation  Committee.  The  Compensation  Committee,  established  in
 January  1997,  currently  consists of Dr. Ralph  Richart,  Randall  O'Kane and
 Christopher  Grosso.  Mr.  O'Kane is not standing for  re-election  at the 2003
 annual  meeting.  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 once during fiscal 2002.

                                  PROPOSAL TWO

                      RATIFICATION OF SELECTION OF AUDITOR

        The Board of  Directors  has  selected  Hansen,  Barnett  &  Maxwell  as
 independent  certified public  accountants to audit the consolidated  financial
 statements of the Company for the fiscal year ending December 31, 2003, and has
 determined that it would be desirable to request that the  shareholders  ratify
 such  selection.  The decision was approved by the audit committee of the Board
 of Directors.  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 as independent certified public accountants.  Representatives
 of Hansen,  Barnett & Maxwell 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 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.



                                       4


 Audit Fees

        The aggregate fees billed by Hansen,  Barnett & Maxwell for professional
 services  rendered for the audit of the Company's annual  financial  statements
 for fiscal year 2002 and the reviews of the  financial  statements  included in
 the Company's form 10-Q's for fiscal year 2002 were approximately $44,000.

 Financial Information Systems Design and Implementation Fees and Other Fees

        Hansen,  Barnett & Maxwell has not provided any professional services to
 the  Company  in  connection  with  financial  information  systems  design  or
 implementation  and has not  charged  the Company any other fees in addition to
 its audit fees.

        In  addition  to the  amounts  paid to Hansen,  Barnett &  Maxwell,  the
 Company also incurred  charges from Posten,  Denny & Killpack of  approximately
 $20,000 for their assistance in preparation of quarterly and annual reports.

        The Board of Directors recommends a vote FOR the ratification of Hansen,
 Barnett & Maxwell as independent  certified  public  accountants of the Company
 for the fiscal year ending December 31, 2003.

                                 PROPOSAL THREE

               APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION
                TO PERMIT SHAREHOLDER ACTIONS BY WRITTEN CONSENT

        Article 9.10 of the Texas Business  Corporation Act ("TBCA") states that
 a Texas  corporation's  Articles of  Incorporation  may provide that any action
 required  by the  TBCA  to be  taken  at  any  annual  or  special  meeting  of
 shareholders, or any action which may be taken at any annual or special meeting
 of  shareholders,  may be taken without a meeting,  without  prior notice,  and
 without a vote, if a consent or consents in writing,  setting forth the actions
 so taken,  shall be signed by the holder or  holders of shares  having not less
 than the minimum number of votes that would be necessary to take such action at
 a meeting at which the  holders of all  shares  entitled  to vote on the action
 were  present  and  voted.  Pursuant  to  the  Company's  current  Articles  of
 Incorporation and applicable Texas law,  shareholders  owning a majority of the
 Company's  outstanding  capital  stock  authorized  to vote must be  present in
 person or proxy to  constitute  a quorum at a meeting of  shareholders.  Once a
 quorum is present,  the vote of a majority of the shares present,  in person or
 by proxy,  constitutes  an act of the  shareholders  of the  Company,  with the
 exception of certain statutorily  specified actions,  such as mergers, the sale
 of  substantially  all assets or  dissolution  of the  Company,  which  require
 approval by a majority of all outstanding shares and not just a majority of the
 shares present and constituting a quorum.

        The  Company's  Articles of  Incorporation  do not  presently  include a
 provision  permitting action by the written consent of shareholders  owning the
 requisite  percentage of shares without a meeting. As a result, under Texas law
 and the Company's current Articles of Incorporation,  a shareholder  meeting is
 required  unless the  Company  can obtain  the  written  consent of 100% of its
 shareholders  for a given action,  effectively  an  impossibility  for a public
 corporation.

        Although  the  Company  remains a publicly  traded  corporation  with an
 estimated  320  shareholders,  a majority of the Company's  outstanding  common
 stock  entitled  to  vote at  annual  and  special  meetings  of the  Company's
 shareholders is currently held by less than 10 persons. Such persons are listed
 in this Proxy Statement under the heading  "Outstanding Capital Stock and Stock
 Ownership of Directors, Certain Executive Officers and Principal Shareholders."
 In the event, as expected, this proposal to amend the Articles of Incorporation
 is approved by the current  shareholders,  these named  persons  would have the
 ability  to take  action on  behalf of all  shareholders  by  written  consent,
 without  prior notice to other  shareholders,  and without a meeting or vote of
 all shareholders.


                                       5



        The Company's Board of Directors believes that because these individuals
 have the  ability,  acting  together,  to elect  directors  and take any  other
 shareholder  action at a scheduled  meeting of the  shareholders,  to avoid the
 time and expense required to hold a meeting of shareholders, it would be in the
 best  interest  of the Company and its  shareholders  to amend the  Articles of
 Incorporation  to give the Company the flexibility to act more quickly and cost
 effectively  without a meeting when the Board determines that it is in the best
 interest of the Company to do so.

        Passage of such proposal  will not mean that the Company's  shareholders
 will cease to be entitled  to notice of  shareholder  actions.  Pursuant to the
 rules of the Securities and Exchange Commission  ("SEC"),  all public companies
 that are  subject to the SEC's  reporting  and  disclosure  rules,  such as the
 Company,  are required,  in  connection  with any  shareholder  action taken by
 written consent of less than all  shareholders,  to provide to all shareholders
 the same  information  that would have been  required to be provided in a Proxy
 Statement had a meeting been required  under the  corporation's  governing law.
 Moreover, though not required to, it is expected that the Company will continue
 to hold annual meetings of shareholders in order to give all  shareholders  the
 opportunity  to be present to ask  questions  of and receive  answers  from the
 Board of  Directors  and  Company  management  concerning  the  Company and its
 operations.

        In  accordance  with Texas law,  the Board of Directors  has  previously
 adopted a resolution  authorizing  an amendment  to the  Company's  Articles of
 Incorporation to allow for shareholder  action by written consent and providing
 that, after submission to and approval by the  shareholders,  such amendment be
 filed with the Texas Secretary of State.

        The Board of Directors recommends a vote for approval of an amendment to
 the Company's  Articles of  Incorporation  to permit,  in accordance with Texas
 law,  shareholder  actions  to be taken by  written  consent  of the  requisite
 percentage  of  shareholders  without  a  shareholder  meeting  or  vote of all
 shareholders.


                        EXECUTIVE OFFICERS OF THE COMPANY

        The executive officers of the Company are as follows:

        Name                      Age      Position with Company
        --------------------      ---      ------------------------------------
        Dr. Ralph M. Richart       69      Chairman of the Board

        Steve T. Laflin            46      President, Chief Executive Officer,
                                           Chief Financial 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, 2000,  2001 and 2002 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"):



                                       6





                           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)            2000     $ 95,000             -0-          -0-               -0-             -0-
 President and CEO              2001     $106,885             -0-          -0-               -0-             -0-
                                2002     $120,000             -0-          -0-               -0-             -0-

 David M. Camp (4)              2000     $137,321             -0-          -0-               -0-             -0-
 President, Chief Executive     2001     $ 75,833             -0-          -0-               -0-          140,000(5)
 Officer and Director           2002        -0-               -0-          -0-               -0-             -0-

 Tommy L. Thompson (4)          2000     $157,402             -0-          -0-             $43,750           -0-
 (Former) Executive Vice        2001        -0-               -0-          -0-               -0-             -0-
 President and Chief            2002        -0-               -0-          -0-               -0-             -0-
 Operating Officer

 George Butterworth (4)         2000     $111,316             -0-          -0-               -0-             -0-
 Vice President                 2001        -0-               -0-          -0-               -0-             -0-
                                2002        -0-               -0-          -0-               -0-             -0-

 Bryce Drake (4)                2000     $106,327             -0-          -0-                -0-            -0-
 Vice President                 2001        -0-               -0-          -0-                -0-            -0-
                                2002        -0-               -0-          -0-                -0-            -0-

 Paul Landers (4)               2000     $ 73,069 (6 months)  -0-          -0-                -0-            -0-
 Chief Financial Officer        2001     $ 99,567             -0-          -0-                -0-          67,500(5)
                                2002        -0-               -0-          -0-                -0-            -0-

 ---------------
 (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)    Except as  described  in Note 5, none of the  named  executive  officers
        received any  perquisites  or other personal  benefits in 2000,  2001 or
        2002  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)    Dr. 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.



                                       7



                        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,
 2002 to the Named Executive Officers.


                                                   Percent of
                       No. of Securities          Total Options
                       Underlying Options     Granted to Employees      Exercise Price       Expiration
       Name               Granted (#)        in Fiscal Year 2002 (1)      Per Share             Date
 ------------------    ------------------    -----------------------    --------------    -----------------
                                                                              
 Steve T. Laflin           10,000,000                  77%                   $.02         February 28, 2009
 David M. Camp                 -0-                      -                      -                  -
 Tommy L. Thompson             -0-                      -                      -                  -
 George Butterworth            -0-                      -                      -                  -
 Bryce Drake                   -0-                      -                      -                  -
 Paul Landers                  -0-                      -                      -                  -


                         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 2002. 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, 2002 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-        3,250,000      7,750,000         -0-         $200,000
 Paul Landers..............       -0-           -0-           -0-            -0-            -0-            -0-

 (1) Based  on the  last  sale  price of .04 of the  Company's  Common  Stock as
 reported in the pink sheets on December  31, 2002.  The  exercise  price of the
 options in this table are $.076 per share (1,000,000 shares) and $.02 per share
 (10,000,000 shares).



                                       8



 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 Dr. 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. Of these shares,  2,500,000  shares vested  immediately and the
 rest vest in equal installments in February 2003, 2004 and 2005.

 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 and until January
 2001,  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 nuclear medicine, reference and calibration standards
 sources for RadQual.  The contract has an estimated  yearly value of $1,300,000
 to RadQual. Mr. Allberg resigned as a director in January,  2003 and Mr. O'Kane
 is not standing for re-election at the 2003 annual meeting.

        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  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 OF AUDIT COMMITTEE

 General

        The Audit  Committee  currently  consists of three (3) members,  none of
 which serve as executive  officers of the Company.  Set forth below is a report
 prepared by Messrs.  O'Kane,  Richart and Grosso in their capacity as the Audit
 Committee addressing the Company's audit policies for the fiscal year 2002.

        The  Audit  Committee  has:  (i)  reviewed  and  discussed  the  audited
 financial  statements of the Company with Company  management;  (ii)  discussed
 with the Company's independent auditors the matters required to be discussed by
 Statement on Auditing Standards No. 61 as may be modified or supplemented;  and
 (iii) received certain  disclosures  from the auditors  regarding the auditors'
 independence as required by the Independence Standards Board Standard No. 1, as
 may be modified or supplemented,  and discussed with the auditors the auditors'
 independence.



                                       9



        Based on the  review  and  discussions  referred  to  above,  the  Audit
 Committee  recommended  to the Board of  Directors  that the audited  financial
 statements  be included in the  Company's  Annual Report on Form 10-KSB for the
 fiscal year 2002. The Audit Committee has adopted a written charter.

        Dr.  Richart  and Mr.  Grosso  each  meet the  NASDAQ  definition  of an
 independent director. Mr. O'Kane does not meet the definition of an independent
 director  because of his affiliation with RadQual.  See "Certain  Transactions"
 above.  Although each is well versed in financial matters,  none of the members
 of the Audit Committee currently meet the SEC definition of an "audit committee
 financial expert."

                                    Submitted by the Audit Committee of
                                    the Board of Directors

                                    Christopher Grosso, Chairman
                                    Dr. Ralph M. Richart
                                    Randall O'Kane



                          ANNUAL REPORT ON FORM 10-KSB

        UPON WRITTEN  REQUEST OF ANY  BENEFICIAL  SHAREHOLDER  OR SHAREHOLDER OF
 RECORD,  A COPY OF THE  COMPANY'S  ANNUAL  REPORT ON FORM 10-KSB FOR THE FISCAL
 YEAR ENDED DECEMBER 31, 2002 (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-KSB ACCOMPANIED THIS
 PROXY STATEMENT SENT TO SHAREHOLDERS IN CONNECTION WITH THE ANNUAL MEETING.

                              SHAREHOLDER PROPOSALS

        Shareholder  proposals  to be  presented  at the 2004 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, 2003.  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 T. Laflin
                                           -------------------
                                           STEVE T. LAFLIN
                                           President and CEO
Dated: April 9, 2003



                                       10


                                      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 March 28, 2003
 at the Annual  Meeting of  Shareholders  to be held on April 29,  2003,  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 three (3) 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, Christopher Grosso.


 2.  Proposal to ratify the Board of Director's selection  of Hansen,  Barnett &
 Maxwell as independent auditors.


                  FOR               AGAINST              ABSTAIN

                  | |                 | |                  | |


 3.  Proposal to approve an amendment to the Company's Articles of Incorporation
 to provide, in accordance with Texas law, that shareholder actions may be taken
 by written  consent  of the  requisite  percentage  of  shareholders  without a
 shareholder meeting or vote of all shareholders.

                  FOR               AGAINST              ABSTAIN

                  | |                 | |                  | |



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

 DATED:_____________________, 2003.








________________________________________________________________________________
                           (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.