Exhibit 10.1

GEMSTONE PROCESSING AGREEMENT

This Gemstone Processing Agreement (the “Agreement”) is entered into as of by and between International Isotopes Inc., a Texas corporation (“I ³ ”) with offices at 4137 Commerce Circle, Idaho Falls, ID 83401, and Quali-Tech, Inc. (“QTI”) a Missouri corporation with offices at 6200 Arrowhead Lake Dr., Columbia, MO 65203.

WITNESSETH

WHEREAS, I ³ desires to act as a contractor to Process Gemstones; and

WHEREAS, QTI desires to engage I ³ as a contractor for these services; and

WHEREAS, the parties desire to set forth the terms under which I ³ will Process Gemstones for QTI;

NOW, THEREFORE, in consideration of the foregoing promises and agreements set forth herein the parties agree as follows:

ARTICLE I - DEFINITIONS

1.1

Definitions.

“Affiliate” of a Party means any corporation or other business entity controlled by, controlling or under common control with such Party.  For this purpose, “control” means direct or indirect beneficial ownership of thirty-five percent (35%) or more of the voting and income interest in such corporation or other business entity.

“By-Product Material” means any radioactive material (except special nuclear material) yielded in or made radioactive by exposure to the radiation incident to the process of producing or utilizing special nuclear material. (10 CFR 30.4).

“Effective Date” means the date this Agreement is entered into, as indicated in the first paragraph of this Agreement.

“Exempt Material” means items or material in which the concentration of By-Product Material does not exceed the concentrations listed in Schedule A, Exempt Concentrations, of 10 CFR 30.70 and if a combination of isotopes are present, the sum of the ratios of these isotopes, when compared to the Schedule A limits, does not exceed 1.

“Inventions” has the meaning as set forth in Section 10.2(a).

“Facility” means that portion of I ³ ’s facility that will be dedicated to provide the processing services described in this Agreement.

“Gemstone” or “Gemstones” means primarily Topaz, but may include lesser quantities of other precious and semi-precious stones irradiated for color enhancement.

“Limited Processing” means only performing the measurements necessary for the release of Gemstones as Exempt Material and packaging Gemstones for shipment.  Limited processing does not include preparing Gemstones for irradiation or removing Gemstones from irradiation containers and cleaning.

“MURR” means the University of Missouri Research Reactor,

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“Operation Qualification” means the program employed by I ³ by which it is established that the equipment and systems used in the Process are capable of Processing gemstones that consistently meet the Requirements, providing proper care and maintenance of irradiation containers, and meeting the Quality Acceptance requirements of MURR for irradiation of materials provided by QTI.

“Performance Qualification” means the program by which it is established that the Process, and all equipment and systems associated therewith, are effective and reproducible.

“Processing,” “Process,” and “Processed” shall have comparable meanings and mean the act of handling, sealing into irradiation containers, delivering to and picking up from MURR, removing from irradiation containers, storing, transporting, analyzing, releasing, and packaging for final shipment all Gemstones in accordance with the Release Specifications, the Requirements, and any other applicable federal, state and local laws and regulations for the handling, release and export of irradiated Gemstones.

“Process Validation” means the defined set of procedures, materials, and controls which provide a high degree of assurance that the Process will consistently produce Gemstones that meet all Specifications and other quality criteria and attributes as mutually agreed upon by the parties and as set forth in the applicable I ³ Process Validation protocol.

“Proprietary Information” means all information concerning a party (the “Disclosing Party”) which is furnished to or created by (such as notes, analysis, compilations, studies, interpretations or other documents) the other party or its directors, officers, employees, agents, advisors or Affiliates (collectively, the “Receiving Party”) as a result of entering into this Agreement and in furtherance hereof.

“Service Order” means the written or electronic document sent by QTI from time to time to I ³ that sets forth the pack code, quantity of Gemstones, irradiation hours, and priority for Processing.

“Quality Control Tests” means the analytical testing of Gemstones attributes performed by I ³ according to the test methods specified by the Requirements, to determine whether a given lot of Gemstones meet Release Specifications.

“Release Specifications” means, the set of analytical tests, methods, and acceptance criteria required to determine Gemstones radio analytical attributes that must be met in order to prove that the Gemstones meet the applicable international or domestic standards for “Exempt Material”.  Release Specifications may be amended from time to time by written agreement of the parties and as dictated by applicable laws and regulations.

“Requirements” means those Release Specifications, Process parameters, and other governmental requirements relating to the measurement of gemstones and their classification as radioactive or Exempt material which may be revised from time to time upon written agreement of the parties and as dictated by applicable laws and regulations.  Upon such revision, I ³ shall implement any modified documents and/or procedures pertinent to the revised Requirements as quickly as practically possible.  Should the revision to the Requirements have a material effect on the cost of processing the Product, the parties agree to meet and negotiate in good faith any price changes for the gemstone services.

“Services” has the same meaning as Processes.

“Standard Operating Procedures” (“SOPs”) means I ³ ’s internal written standard operating procedures, controlled by I ³ ’s quality assurance unit, governing all aspects of Processing Gemstones.

“Waste” means all (a) irradiated non-Gemstones, (b) damaged irradiation canisters and their components, and (c) waste relating to I ³ ’s Processing of Gemstones.

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ARTICLE II - PROCESS AND SUPPLY

2.1

Contract Processing.

I ³ shall act as a contract processor of Gemstones in accordance with the terms of this Agreement.  There shall be no joint venture or other partnership relationship established between I ³ and QTI.  In that regard, neither party shall represent to any other person or entity, including without limitation any governmental entity, that the relationship between the parties extends in any way beyond the express provisions of this Agreement.

2.2

Exclusivity.

I ³ shall Process Gemstones exclusively for QTI and no other party for the term of this Agreement and for two years beyond the termination date

2.3

Right of First Refusal.

QTI shall give I ³ the right of first refusal for Processing of any new Gemstone for QTI provided that Processing involves the use of typical Topaz irradiation containers and includes irradiation at MURR.  If I ³ declines to provide Processing or Limited Processing of the new Gemstone, QTI may enter into an agreement with a third party but such offer may not be on terms that are more favorable to the third party than offered to I ³ .

2.4

Process and Supply of Gemstones

(a)

General .  I ³ shall (i) Process the Gemstones in strict conformity with the Requirements and all other applicable laws, rules and regulations, (ii) maintain all documentation and quality control records regarding the Gemstones measurements and (iii) shall distribute the Gemstones as directed by QTI and in accordance with the terms of this Agreement.

(b)

Site of Processing; Subcontracting .  I ³ will Process the Gemstones at its own facilities and I ³ shall remain responsible to QTI for the Processing of such Gemstones.

(c)

Approval of Processing Changes .  I ³ agrees that no changes will be made that will affect rate of Processing, ability to irradiate in MURR, or impact the Gemstones appearance without QTI’s prior written approval.  Subsequent to such approval from QTI, I ³ may then make such approved changes, so long as, in any event (i) such changes are permitted by MURR, applicable governmental regulations, and the terms of any licenses, registrations, authorizations or approvals previously granted by the applicable governmental entity with respect to the Gemstone Processing and (ii) QTI receives copies of all documentation relating to such approved changes.

2.5

Orders and Fulfillment.

(a)

QTI shall deliver to I ³ written or electronic Service Orders for the Gemstones that QTI desires to have Processed.  Each Service Order shall specify the, pack code, quantity of Gemstones, irradiation hours, and priority for Processing.  After Gemstones have been verified to meet Requirements they will be shipped in such manner, and to such location, as directed by QTI.  Gemstones will be measured for radioactivity as soon as practical after their return from MURR and shipped to the address specified by QTI on the date the Gemstones are determined, by analysis, to meet the Requirements for release as Exempt Material.

(b)

Notice of Inability to Fulfill .  I ³ shall notify QTI by telephone and in writing if I ³ acquires any information that I ³ will not be able to fulfill any Processing request I ³ shall promptly notify QTI by telephone and in writing of any other Processing issues that may adversely affect the regulatory status of the Gemstones or the ability of I ³ to Process Gemstones in accordance with this Agreement..

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2.6

Compliance with Law; Handling of Gemstones

While the Gemstones are in its possession or under its control, I ³ shall be responsible for complying with all applicable federal, state and local governmental statutory and regulatory requirements, including Environmental Protection Agency (EPA), Nuclear Regulatory Commission (NRC), Department of Transportation (DOT), International Air Transport Association (IATA), and Occupational Safety and Health Administration (OSHA) laws relating to the handling, storage, labeling, packaging for transport, and preparation for shipment of the Gemstones and shall be solely responsible for determining how to carryout those obligations.

2.7

Testing and Documentation.

I ³ shall certify in writing that each pack of Ge