NOTE PURCHASE AGREEMENT

Note Purchase Agreement

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International Isotopes Inc.

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Title: NOTE PURCHASE AGREEMENT
Governing Law: Texas Date: 3/31/2005
Industry: Biotechnology and Drugs Sector: Healthcare

EXHIBIT 10.13

NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of

January 21, 2004, by and between the undersigned lender ("Lender") and

International Isotopes Inc., a Texas corporation ("Borrower'7).

WITNESSETH:

WHEREAS, Borrower desires to borrow from Lender, and Lender is willing

to loan to Borrower, the principal amount of $ 156,000.00 , to be evidenced by

an unsecured convertible promissory note in the form set forth on Exhibit A

attached hereto (the "Convertible Note" or the "Note'7).

NOW, THEREFORE, for good and valuable consideration, the receipt and

adequacy of which are hereby specifically acknowledged, the parties hereto agree

as follows:

1. Closing; Delivery. Upon the terms and subject to the conditions

herein, Borrower agrees to issue to the Lender the Convertible Note and Lender

agrees to lend to Borrower pursuant to the terms of the Convertible Note and

this Agreement, a maximum principal amount of $ 156,000.00 (the "Loan"). The

execution and delivery of the Convertible Note and the delivery of the proceeds

of the Loan shall take place at closing (the "Closing") to be held on January

23, 2004 at 9:00 a.m., Mountain time, or on such other date and at such other

time as may be mutually agreed upon (the "Closing Date"). The Closing shall be

held at the offices of the Borrower or at such other place as may be mutually

agreed upon.

2. Representations and Warranties of Lender. Lender hereby

represents and warrants that as of the Closing Date:

a. Purchase Entirely for Own Account. Lender is acquiring the

Note and any securities issuable upon conversion of the Note to be received by

Lender (the "Securities") for investment for Lender's owl account and not with a

view to or for resale in connection with, any distribution thereof. Lender

understands that the Securities have not been registered under the Securities

Act of 1933, as amended (the "Act"), by reason of a specific exemption from the

registration provisions of the Act that depends upon, among other things, the

bona fide nature of the investment intent as expressed herein.

b. Investment Experience. Lender is an accredited investor

within the meaning of Regulation D prescribed by the Securities and Exchange

Commission pursuant to the Act and by virtue or Lender's experience in

evaluating and investing in private placement transactions of securities in

companies similar to Borrower, such Lender is capable of evaluating the merits

and risks of Lender's investment in Borrower and has the capacity to protect

Lender's own interests.

<PAGE>

c. Restricted Securities. Lender acknowledges that the

Securities must be held indefinitely unless subsequently registered under the

Act, or unless an exemption from such registration is available. Lender is aware

of the provisions of Rule 144 and 144A promulgated under the Act that permit

limited resale of securities purchased in a private placement subject to the

satisfaction of certain conditions.

3. Representations and Warranties of Borrower. Borrower hereby

represents and warrants that, as of the Closing Date:

a. Authority. Borrower has all requisite legal and corporate

power and authority and has obtained all approvals and consents necessary to

enter into this Agreement and the Note and to carry out and perform its

obligations under the terms of this Agreement and the Note.

4. Covenant Concerning Confidential Information. Lender understands

that in connection with the negotiation of this Agreement and the Note it may

become privy to material non-public information concerning Borrower and its

business operations including proposed new business opportunities. Lender agrees

that it will keep such information confidential and will not disclose any

material non-public information concerning Borrower to any third person and will

not purchase or sell or enter into any agreement to purchase or sell securities

of Borrower so long as Lender is in possession of any material information

concerning Borrower which has not yet been announced publicly, either through a

Borrower press release or in a disclosure filing with the Securities and

Exchange Commission.

5. Conditions of Lender's Obligations at Closing. The obligations

of the Lender under this Agreement are subject to the fulfillment on or before

the Closing of each of the following conditions, the waiver of which shall not

be effective against the Lender without its written consent:

a. Note. Borrower shall have executed and delivered to Lender

an original copy of this Agreement and the Note in the form attached as Exhibit

A for the Loan.

b. Patent Acquisition. All conditions precedent to the

closing of that certain Asset Acquisition Agreement entered into as of November

24, 2003 between the Borrower and International Machine Design, LLC shall have

been satisfied.

c. Minimum Loan Amount. The Company shall have received a

minimum of $650,000 pursuant to the Note and other similar unsecured convertible

promissory notes from existing Borrower shareholders.

6. Registration Rights. Borrower hereby covenants to include in its

next registration of its securities under the Securities Act of 1933 the

registration, on behalf of the Lender, as a selling shareholder, of that number

of shares of its common stock that would be issuable upon a full conversion of

the principal amount of Lender's Note. Such "piggy back" registration rights

shall be subject to limitation due to underwriter's discretion based on an

assessment of market conditions in the event that the Company's next registered

offering of securities involves a traditional underwriting, provided that any

such limitation shall affect Lender and other similarly situated holders of

Borrower notes on an equal percentage basis according to the number of

conversion shares held by Lender and such other noteholders. All expenses of

such registration, including the expenses of a single law firm representing the

interests of Lender and all other similarly situated selling shareholders, shall

be borne by Borrower.

<PAGE>

7. SEC Filings. Borrower hereby covenants, at its expense, to make

any filings with the Securities and Exchange Commission required of Lender in

connection with the issuance of the Note or any underlying shares of stock

issuable upon conversion of the Note, including any Form 3s or 4s and any

filings required under Section 13(d) of the Securities and Exchange Act of 1934.

Lender agrees to cooperate with Borrower's legal counsel in providing the

necessary information for such filings.

8. Miscellaneous.

a. Severabilitv. If any of the provisions of this Agreement

shall be held to be invalid or unenforceable, this Agreement shall be construed

as if not containing those provisions and the rights and obligations of the

parties hereto shall be construed and enforced accordingly.

b. Counterparts. This Agreement may be executed in two (2) or

more counterparts, each of which shall be deemed an original, but all of which

together shall constitute one and the same instrument. A facsimile, telecopy of

other reproduction of this Agreement may be executed by one or more parties

hereto, and an executed copy of this Agreement may be delivered by one or more

parties hereto by facsimile or similar electronic transmission device pursuant

to which the signature of or on behalf of such party can be seen, and such

execution and delivery shall be considered valid, binding and effective for all

purposes. At the request of any party hereto, all parties hereto agree to

execute an original of this Agreement as well as any facsimile, telecopy or

other reproduction hereof.

c. Governing Law: Jurisdiction. This Agreement shall be

construed in accordance with and governed by the laws of the State of Texas

without regard to the conflicts of law principles thereof.

d. Integration. This Agreement and each Note (together with

the exhibits and documents referenced herein and therein) contain the entire

agreement of the parties relating to the subject matter hereof and supersedes

all prior offers, letters, agreements and understandings of the parties.

e. Waiver and Amendment. Any term of this Agreement may be

amended only with the written consent of Borrower and Lender. The observance of

any term of this Agreement may be waived only if such waiver is in writing

signed by the party waiving such term.

f. Headings. The headings in this Agreement are for purposes

of reference only and shall not limit or otherwise affect the meaning hereof.

g. Transfer and Assignment. The rights and obligations of

Lender and Borrower hereunder and pursuant to the Note may not be transferred or

assigned by either party without the prior written consent of the other, except

that Lender may transfer or assign its rights and obligations under this

Agreement or the Note to an affiliate, partner or limited partner of Lender.

Except as otherwise provided in this Agreement and the Note, the provisions of

this Agreement and the Note shall inure to the benefit of, and be binding upon,

the successors, assigns, heirs, executors and administrators of the parties

hereto.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as

of the date first above written.

BORROWER:

INTERNATIONAL ISOTOPES INC.

a Texas corporation

By: /S/ Steve T. Laflin

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

Name: Steve T. Laflin

Title: President

LENDER:

By: /S/ Ralph Richart

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

Name: Ralph Richart

SIGNATURE PAGE TO INTERNATIONAL ISOTOPES INC.

NOTE PURCHASE AGREEMENT

<PAGE>

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE

SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A

VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THE SECURITIES

MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND

QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN

OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE COMPANY THAT

SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

UNSECURED CONVERTIBLE PROMISSORY NOTE

Idaho Falls, Idaho

$156,000.00 January 21,2004

1. Principal and Interest.

(a) International Isotopes Inc., a Texas corporation (the

"Company"), for value received, hereby promises to pay to the order of Ralph

Richart (the "Holder") in lawful money of the United States at the address of

the Holder set forth below, the principal amount of Hundred and Fifty Six

Thousand Dollars ($156,000.00) (the "Principal"), together with simple interest

at the rate of six percent (6%) per annum. Interest shall be computed on a

365-day year for the actual number of days elapsed.

(b) The Principal of this Note shall be due and payable on

December 30, 2005 (the "Maturity Date"). Accrued interest on this Note shall be

payable in a5G-s 6ri June 30, 2004, December 30, 2004, June 30, 2005 and on the

Maturity Date. This Note may be prepaid without penalty, in whole or in part, at

any time.

hereunder, this Note shall be surrendered to the Company for cancellation.

2. Conversion.

(a) Conversion. The outstanding principal balance of this Note

and all interest accrued and unpaid thereon may be converted at the option of

the Holder at any time into shares of the Company's common stock, par value $.01

per share at a conversion price equal to the average of the closing bid prices

of the Company's common stock on the third through the eighth trading days

following the Company's announcement of its acquisition of certain fluorine

extraction process patents from International Machine Design, LLC, such

announcement to be made by the Company within two (2) business days of the

closing of the acquisition of the patents.

(b) Option Exercise. At least 10 days (but not more than 30

days) prior to the conversion date, Holder shall notify the Company of its

desire to convert all or part of this Note to common stock. Holder's notice

shall specify the conversion date and the amount of principal and accrued

interest to be converted. Any notice required or that may be given under this

Note shall be in writing and shall be deemed to have been duly given when

delivered, transmitted by telecopier (with receipt confirmed) or mailed by

registered or certified first class mail, postage prepaid, return receipt

requested to the parties hereto at the address set forth below (as the same may

be changed from time to time by notice similarly given) or the last known

business or residence address of much other person as may be designated by

either party hereto in writing.

<PAGE>

(i) If to Company:

International Isotopes Inc.

4137 Commerce Circle

Idaho Falls, Idaho 83401

Fax: (208) 524-141 1

(ii) If to Holder:

Ralph Richart

VC 14-212

630 West 168th St.

New York, NY 10032

Note as set forth above, the outstanding principal and accrued interest of the

Note shall be converted as elected by Holder without any further action by the

Holder and whether or not the Note is surrendered to the Company or its transfer

agent. The Company shall not be obligated to issue certificates evidencing the

shares of the securities issuable upon conversion unless such Note is either

delivered to the Company or its transfer agent, or the Holder notifies the

Company or its transfer agent that such Note has been lost, stolen or destroyed

and executes an agreement satisfactory to the Company to indemnify the Company

from any loss incurred by it in connection with such Note. The Company shall, as

soon as practicable after such delivery, or such agreement and indemnification,

issue and deliver to such Holder, a certificate or certificates for the

securities to which the Holder shall be entitled and a check payable to the

Holder in the amount of any cash amounts payable as the result of a conversion

into fractional shares of common stock. Such conversion shall be deemed to have

been made on the conversion date specified in Holder's notice of conversion. The

person or persons entitled to receive securities issuable upon such conversion

shall be treated for all purposes as the record holder or holders of such

securities on such date. If the Holder elects to convert less than the entire

principal amount of the Note, upon Lender's surrender of the original Note,

Borrower shall deliver to Lender a new Note in an amount equal to the principal

amount of the original Note that has not been converted to common stock.

3. Attorneys Fees. If the indebtedness represented by this Note or

any part thereof is collected in bankruptcy, receivership or other judicial

proceedings or if this Note is placed in the hands of attorneys for collection

after default, the Company agrees to pay, in addition to the principal and

interest payable hereunder, reasonable attorneys' fees and costs incurred by the

Holder.

<PAGE>

4. Governing Law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS

BY THE LAWS OF THE STATE OF TEXAS AS SUCH 1,AWS ARE APPLIED TO AGREEMENTS

BETWEEN TEXAS RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN TEXAS.

HOLDER: INTERNATIONAL ISOTOPES INC.

By: /S/ Ralph Richart By: /S/ Steve T. Laflin

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

Name: Ralph Richart Name: Steve T. Laflin

Address: VC 14-212 Title: President

630 West 168th St.

New York, NY 10032

<PAGE>

NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of

January 23, 2004, by and between the undersigned lender ("Lender") and

International Isotopes Inc., a Texas corporation ("Borrower").

WITNESSETH:

WHEREAS, Borrower desires to borrow from Lender, and Lender is willing

to loan to Borrower, the principal amount of $ 130,500.00 ,to be evidenced by an

unsecured convertible promissory note in the form set forth on Exhibit A

attached hereto (the "Convertible Note" or the "Note '7).

NOW, THEREFORE, for good and valuable consideration, the receipt and

adequacy of which are hereby specifically acknowledged, the parties hereto agree

as follows:

1. Closing; Delivery. Upon the terms and subject to the conditions

herein, Borrower agrees to issue to the Lender the Convertible Note and Lender

agrees to lend to Borrower pursuant to the terms of the Convertible Note and

this Agreement, a maximum principal amount of $ 130,500.00 (the "Loan J'). The

execution and delivery of the Convertible Note and the delivery of the proceeds

of the Loan shall take place at closing (the "Closing") to be held on January

28, 2004 at 9:00 a.m., Mountain time, or on such other date and at such other

time as may be mutually agreed upon (the "Closing Date"). The Closing shall be

held at the offices of the Borrower or at such other place as may be mutually

agreed upon.

2. Representations and Warranties of Lender. Lender hereby

represents and warrants that as of the Closing Date:

a. Purchase Entirely for Own Account. Lender is acquiring

the Note and any securities issuable upon conversion of the Note to be received

by Lender (the "Securities") for investment for Lender's own account and not

with a view to or for resale in connection with, any distribution thereof.

Lender understands that the Securities have not been registered under the

Securities Act of 1933, as amended (the "Act"), by reason of a specific

exemption from the registration provisions of the Act that depends upon, among

other things, the bona fide nature of the investment intent as expressed herein.

b. Investment Experience. Lender is an accredited investor

within the meaning of Regulation D prescribed by the Securities and Exchange

Commission pursuant to the Act and by virtue of Lender's experience in