Filed by Automated Filing Services Inc. (604) 609-0244 - Argentex Mining Corp. - Exhibit 10.1







  Exhibit 10.1


AGREEMENT Between 

 ARGENTEX MINING CORPORATION 

  And 

  CONNORS ARGENTINA S.A. for: 

 DIAMOND CORE DRILLING 

  (Surface) 


at: 

 PINGUINO,

  SANTA CRUZ, PROVINCE, 

  ARGENTINA 


January 19, 2005 





 MEMORANDUM OF AGREEMENT made this 20th 

  day of December, 2004.

	BETWEEN: 	Argentex Mining Corporation., 

        Suite 2000- West Hastings Street, 

        Vancouver B.C., 

        V6E 3X2, 

        Canada

      (hereinafter referred to as the “COMPANY”) 

	 	 
	AND: 	CONNORS ARGENTINA S.A., 

        Carril Rodriguez Pena #3360, 

        Coquimbito-Maipu, 

        Ciudad Mendoza 5515, 

        Provincia de Mendoza, 

        Argentina 

       (hereinafter referred to as the “CONTRACTOR”) 




The CONTRACTOR agrees to perform certain diamond drilling and
  related services on the lands of the COMPANY situated near Tres Cerros, Santa
  Cruz Province, Argentina and known as the Pinquino project on the following
  terms and conditions. 

 SPECIFICATIONS: 

 The CONTRACTOR agrees to sink by piping or to bore by diamond
  drilling three thousand (3,000) linear meters in approximately fifteen (15)
  holes with a maximum length of three hundred (300) linear meters at angles from
  minus 90 to minus 45. Average hole length will be approximately two hundred
  (200) meters.

 The COMPANY guarantees to the CONTRACTOR a minimum meterage
  of two thousand (2,000) linear meters. 

 It is agreed that the core from the holes shall be approximately
  61.00 and/or 47.60 millimeters in diameter known as HQ-3 and NQ, respectively,
  in the trade, and that said core shall be kept in boxes provided by the CONTRACTOR.


 COMMENCEMENT AND EXECUTION OF WORK: 

 Mobilization of the equipment shall commence approximately
  late January, 2005, or at a mutually agreeable date.

 Drilling shall commence immediately thereafter, or at a mutually
  agreeable date. 

 The COMPANY agrees to provide thirty (30) days notice prior
  to Mobilization. 

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 PRICES:

	A) 	Mobilization 
	 	 
	 	The CONTRACTOR will marshal the crew and all required
        equipment to the site of the first hole and made ready to drill for a
        lump sum of $5000.00. Should the CONTRACTOR encounter delays during
        the mobilization due to access problems on the property it shall be agreed
        that such delays will be chargeable at “FIELD COST” rates.

       Transportation costs of the drill crew from home domicile
        to the drill area will be for the CONTRACTOR’s account. 

       Mobile equipment required for off-loading the drill
        equipment at the staging area and required for the transport of the drill
        equipment for the duration of the drilling will be provided by the CONTRACTOR
        at no cost to the COMPANY. 

	 	 
	B) 	Demobilization 

       Time spent tearing down the drilling equipment and moving
        from the completion of drilling on the last hole to the CONTRACTOR’s
        warehouse will be charged as a lump sum of $5000.00. Should the CONTRACTOR
        encounter delays during the demobilization due to access problems on the
        property it shall be agreed that such delays will be chargeable at “FIELD
        COST” rates. 

       Mobile equipment required for loading the drill equipment
        at the staging area will be provided by the CONTRACTOR at no cost to the
        COMPANY. 

	 	 
	C) 	Drilling in Bedrock 

       For coring in bedrock at angles from minus 90 to minus
        45 degrees. 






	   	Core size	 	 NQ  	 	 HQ-3  	 
	 	 Depth interval  	 	  	 	  	 
	 	  	 	 	 	 	 
	 	 0  to  150  m. 	 $ 	  66.20  	 $ 	  68.20  	 
	 	 150  to 300 m.  	 $ 	  68.30  	 $ 	  70.30  	 




	D) 	Penetration of Overburden and Setting Casing - Price per Meter

      For piping and/or drilling in overburden at angles from minus 90 to minus
        45 degrees. 





	 	 Casing Size  	 	 NW  	 	 HW  	 
	 	 Depth interval  	 	  	 	  	 
	 	0  to  10 m.  	$	77.30 	$	 79.70 	 





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	 	If the depth of overburden exceeds ten (10) meters,
        then the price for penetrating overburden will be at “FIELD COST”
        rates or the meterage rate, at the CONTRACTOR’s option for that
        portion of the overburden in excess of ten (10) meters . 

       Where overburden is being drilled at meterage rates,
        setting casing, the cost of casing shoes and normal wear and tear on casing
        will be for the CONTRACTOR’s account.

       Where overburden is being drilled at “FIELD COST”
        rates, placing and pulling casing and the cost of casing shoes will be
        charged to the COMPANY. 

	 	 
	E)	Drilling Fluids and Additives 

      Drilling prices include the cost of drilling mud, drilling
        fluid additives used in the course of normal drilling.

       Lost circulation and hole stabilization products and
        other materials such as, but not limited to heavy mixes of bentonite gel,
        Quik-Seal, rod grease and other materials required for maintaining or
        improving return circulation, conditioning the hole or safeguarding the
        in-hole tools shall be chargeable at the “FIELD COST” rates.
      

	 	 
	F) 	Diamond Tool Costs 

      The cost of diamond bits and reaming shells consumed
        during the course of normal drilling will be for the CONTRACTOR’s
        account. 

	 	 
	G) 	Cementing, Reaming, Hole Conditioning 

        It is agreed that if a hole requires advancing
        or reaming of casing, wedging, conditioning, reaming of drill rods, drilling
        or reaming of cave, hole size reducing, or other such measures in order
        for drilling to proceed, the COMPANY will pay for such activities at “FIELD
        COST” rates. 

       Casing, drill rods, down-hole tools, or other materials
        left in the hole at the request of the COMPANY, lost in the hole, or damaged
        upon recovery will be charged at “FIELD COST” rates.

       In cases where holes are cemented, the time spent preparing
        cement and placing cement, waiting for cement to properly harden, and
        drilling out the cement will be chargeable at “FIELD COST”
        rates. 




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	H) 	Field Cost 

       Any reference to “FIELD COST” in this Agreement
        shall be interpreted as follows: 

      i) Man-hourly rates 

       All labour provided by the CONTRACTOR while operating
        at “FIELD COST” will be at an all-inclusive rate of $30.00
        per man hour.

       A full-time supervisor’s labour shall not be chargeable
        unless he is performing “FIELD COST” functions. 

       The labour of extra crew above the regular three (3)
        man drill crew will not be chargeable unless they are performing “FIELD
        COST” functions. 

      ii) Drill rig hourly rate 

       Drill rig time when operating at “FIELD COST”
        will be charged at the rate of $90.00 per rig-hour including fuel,
        rig lubricants, and three (3) man crew.

       iii) Extra Equipment: 

       The CONTRACTOR agrees to provide extra equipment as
        follows: 

      a) a front end loader @ $40.00 per hour including
        operator 

      iv) Materials Consumed and Services Provided
        

       When drilling is proceeding at “FIELD COST”
        rates, all materials, supplies or services provided by the CONTRACTOR
        shall be chargeable at the CONTRACTOR’s cost plus transportation,
        sales taxes, and a nominal 15% for accounting and overhead. 

       Drilling tools or drill steel lost in the hole or damaged
        beyond further use as a result of ground conditions will be chargeable
        to the COMPANY at the CONTRACTOR’s cost with no markup applied


	 	 
	I)	Moves 

       It is agreed that the COMPANY will pay at “FIELD
        COST” rates for all moving between holes in excess of four (4) rig-hours
        per move. Moving time after the expiry of said rig-hours shall be chargeable
        at “FIELD COST” rates, for both crew and equipment time.




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	 	Notwithstanding any free time allowed on any move,
        if the CONTRACTOR is required to move back onto a previously drilled hole
        for any reason, the COMPANY will pay at “FIELD COST” rates
        for all moving time to and cleaning out the old hole. All moving time
        from a hole where there has been less than fifty (50) meters of core drilling
        in that hole will be charged at “FIELD COST” rates. 

       Moving shall be interpreted to include (but not limited
        to) tearing down, dismantling machinery, moving equipment, installing
        water lines, securing timber, transportation, site preparation, time spent
        waiting for daylight and setting up. 

       Drilling of anchors when required will be chargeable
        at “FIELD COST” rates as a separate item.

	 	 
	J) 	Drill Sites and Set-Ups 

       The COMPANY will provide drill sites, construct drill
        pads or platforms at no cost to the CONTRACTOR. 

	 	 
	K) 	Walking or Traveling Time 

       The COMPANY agrees to pay for all walking and/or travelling
        time from the accommodation location to the drill area and return in excess
        of two (2) hours per man per day at the rate of $30.00 per man-hour.
      

	 	 
	L) 	Water Supply 

       The CONTRACTOR agrees to supply and install water lines
        and pumps from an adequate source provided by the COMPANY .

       If a water truck or trucks are required, the CONTRACTOR
        shall provide suitable units to haul water from a COMPANY-supplied source
        to the drill site and shall be chargeable at a rate of $ 220.00 per
        day per truck including operators.

       Delays due to source of supply problems from a COMPANY-supplied
        source will be chargeable at “FIELD COST” rates. 

       The COMPANY shall pay for any water that must be purchased.
      

	 	 
	M) 	Delays 

       It is agreed that at the same time as the COMPANY notifies
        the CONTRACTOR to cease drilling on a hole, the COMPANY shall inform the
        CONTRACTOR of the site of the next hole to be drilled. Should the COMPANY
        fail to locate sites or for any cause for which it is responsible for
        the delay of the operation of the drill, the COMPANY agrees to pay the
        CONTRACTOR at the “Standby Rate” for the period that the operation
        of the drill has been delayed by such failure. 




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	 	It is agreed that when the operation, moving, mobilization
        or demobilization of the drill rig or ancillary equipment is delayed because
        of weather, terrain difficulties or for other reasons beyond the control
        of the CONTRACTOR , such delays shall be chargeable to the COMPANY to
        a maximum of eight (8) hours per shift. 

	 	

	 	Time spent repairing or maintaining the CONTRACTOR’s
        equipment shall not be chargeable to the COMPANY. 

	 	

	N) 	Standby 

	 	

	 	Standby time is defined as that time during which
        the CONTRACTOR has been delayed in performing the work, due to the fault
        of the COMPANY.

	 	

	 	 In the event CONTRACTOR is delayed in performing
        any of its obligations under this Contract due to Act of God, CONTRACTOR
        shall promptly give notice to that effect to the COMPANY, so that the
        latter be informed of the extension of the term hereof, and no charge
        for Standby time shall be chargeable to the COMPANY. 

	 	

	 	 The Standby Rate will be $90.00 per rig hour.
        (three man crew and drill equipment) 

	 	

	 	 Any third party rentals or services provided by
        the CONTRACTOR for the benefit of the COMPANY shall be chargeable during
        standby periods. 

	 	

	O) 	Testing and Logging 

	 	

	 	Hole Surveying

	 	

	 	 The CONTRACTOR may supply equipment (depending upon
        availability) for the purposes of dip and/or azimuth testing in the holes.
        The following charges will apply according to the table: 





	  	 	 Sperry Sun		 	  Tropari		 	 Acid Test	 
	  	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 
	 Rental per Month  	 $ 	 2,500.00	 	 $ 	 600.00		 	n/c	 
	  	 	 	 	 	 	 	 	 	 
	  	 	 Cost per test		 	  		 	  	 
	 Depth interval  	 	  		 	  		 	  	 
	 0 to 150 m.  	 $ 	 70.00	 	 $ 	  70.00	 	 $ 	 65.00	 
	 150 to 300 m.  	 $ 	 80.00	 	 $ 	  80.00	 	 $ 	 75.00	 




No charge will be made for illegible tests.
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	 	Geophysical Logging 

	 	

	 	Geophysical hole logging equipment will be provided
        by the COMPANY. When the drill rig is required to stand by on a hole for
        the purposes of running geophysical logs, the time spent shall be chargeable
        at “FIELD COST” rates. 

	 	

	P) 	 Core Boxes 

	 	

	 	 The CONTRACTOR will supply wooden core boxes at
        no cost to the COMPANY. 

	 	

	 	 The CONTRACTOR will supply sufficient boxes and
        lids for three thousand (3,000) meters of core drilling upon the initial
        mobilization. Unless otherwise directed, the CONTRACTOR will supply one
        (1) lid for every box. Additional core boxes and lids required for an
        extension of drilling meterage will have freight costs added from the
        closest point of supply. 

	 	

	Q) 	Board and Lodging 

	 	

	 	 The COMPANY will provide a kitchen, cook and cookery,
        washroom facilities and a camp genset for the drill crew and the CONTRACTOR’s
        subcontractors at no cost to the CONTRACTOR for periods of mobilization,
        drilling and demobilization while based on the property.

	 	

	 	 The COMPANY shall provide sleeping quarters at no
        cost to the CONTRACTOR. Beds and linens will be provided by the CONTRACTOR
        at no cost to the COMPANY. 

	 	

	R) 	Handling of Drill Cuttings and Fluids
      

	 	

	 	 If the CONTRACTOR is required to haul, pump, or
        otherwise dispose of used drill fluids or cuttings at an approved disposal
        site, time and materials consumed in such activities will be chargeable
        at “FIELD COST” rates. 

	 	

	 	 If sumps for disposal of cuttings are required,
        the COMPANY shall construct these at no cost to the CONTRACTOR. 

	 	

	 	 In the event that it is not feasible to construct
        sumps, the CONTRACTOR shall take all reasonable precautions to prevent
        run-off or spillage of drill cuttings or used drill fluids into any water
        course. 

	 	

	S) 	 Hole Abandonment and Completion 

	 	

	 	 The CONTRACTOR agrees to cement off, plug or otherwise
        seal off completed holes as directed by the COMPANY and shall perform
        such work at “FIELD COST” rates. 



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	 	Piezometers or other instrumentation
        that is required to be placed into a completed hole shall be provided
        by the COMPANY at no cost to the CONTRACTOR. Time spent by the CONTRACTOR
        to install such instrumentation shall be chargeable at “FIELD COST”
        rates. 

	 	

	T) 	 COMPANY to Provide 

	 	

	 	 Access 

	 	

	 	1) 
	 drill sites and access suitable for 4 X 4 pickups
        and wheeled skid mounted drill rigs 

	 	2) 
	access to water source   

	 	3) 
	rubber tired backhoe for the construction on recirculation
        sumps

	 	4) 
	all fuel normally consumed by the CONTRACTOR’S
        equipment

	 	
	

	 	 Permitting  

	 	
	

	 	1) 
	 all necessary land use, water use, camp, and work
        permits 

	 	
	

	 	Geological Control 

	 	
	

	 	1) 
	 instructions on dip and azimuth and confirmation
        of same prior to collaring the hole 

	 	2)
	 instructions on hole completion depth 

	 	
	

	 	 Unless otherwise specified herein, the
        COMPANY agrees to provide the above listed items in this Article (V) at
        no cost to the CONTRACTOR. 

	 	
	

	U) 	CONTRACTOR to Provide
        

	 	
	

	 	 Drill rigs 

	 	
	

	 	1) 
	 one wheeled skid mounted 25HH drill rig (or equivalent)
      

	 	
	

	 	  Drill Rods and Casing
        

	 	
	

	 	1) 
	 HQ and NQrods in sufficient quantity to reach depths
        contemplated (300 meters) 

	 	2)
	 HW and NW casing in sufficient quantities to reach
        bedrock (10 meters) 

	 	3) 
	HQ-3 core barrels

	 	4) 
	rod sloops as required 

	 	5) 
	one front end loader for drill rig moves 

	 	
	

	 	Water Supply 

	 	
	

	 	1) 
	500 meters of waterline



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	 	2)
	 supply pumps

	 	3) 
	coil stove(s) for water line, if required 

	 	4) 
	water storage tanks 

	 	5) 
	water trucks if required

	 	
	

	 	Mud Mixing Equipment
        

	 	
	

	 	1) 
	one mud mixing tank and mixers

	 	2) 
	one mud tank 

	 	
	

	 	Diamond Tools
        

	 	
	

	 	 All necessary diamond products
        including bits, reamer shells, casing shoes and tricones.

	 	
	

	 	Other Equipment
        

	 	
	

	 	All necessary hand tools
        and spares deemed necessary for the work 

	 	
	

	 	Mobile Equipment
        

	 	
	

	 	1)
	 4 X 4 pickups as required for crew travel and rig
        servicing 

	 	2) 
	

	 	
	

	 	Communications
        

	 	
	

	 	1) 
	 satellite phone, rig-to-camp and hand-held radios
        as required 

	 	

	V) 	Crewing.
        

	 	

	 	 The CONTRACTOR will provide
        personnel to carry the work out on a twelve (12) hour, two (2) shift basis,
        seven (7) days per week.

	 	

	 	 Each drilling shift will
        be operated by one driller and one helper and one fifth man. The work
        will be supervised by a runner foreman. 

	 	

	 	 The CONTRACTOR may provide
        extra personnel for non-drilling activities such as site clearing, expediting,
        waterline maintenance, or loader operating and drill rig support.

	 	

	 	 The total number of CONTRACTOR
        personnel and that of his subcontractors is estimated at nine (9) persons
        for the scope of the program as follows: 

	 	

	 	Two drillers

        Two helpers

        One “fifth” men 



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	 	Four water truck drivers 

	 	

	 	 The CONTRACTOR may at any time or from time to time
        change the crews in accordance with field breaks, duty tours, statutory
        requirements, or other circumstances requiring a crew movement.

	 	

	W) 	 First Aid and Survival

	 	

	 	 Each drill will be supplied with a complete First
        Aid kit which complies with the regulations of the Province having jurisdiction.
      

	 	

	 	 Where the conditions require, the CONTRACTOR will
        provide survival kits, emergency shelters and food supplies at each drill
        site. 

	 	

	 	The COMPANY agrees to provide medivac services in
        the event of emergency at no cost to the CONTRACTOR where medical services
        are not readily available or where the distances to hospitals or clinics
        preclude prompt medical care. 

	 	

	AA) 	 Removal of Drill Rig Wastes 

	 	

	 	 The CONTRACTOR shall collect and dispose of all
        drill rig wastes such as oily rags, lubricant containers and oily soils,
        etc. Where provincial regulations dictate that such wastes be disposed
        of in an approved waste disposal site, any disposal fees chargeable shall
        be reimbursed to the CONTRACTOR by the COMPANY. 

	 	

	AB) 	VAT 

	 	

	 	 Prices stated do not include VAT. This tax will
        be charged where applicable, and shown as a separate item on all invoices.
      

	 	

	AC) 	 Payments 

	 	

	 	 Invoices will be rendered twice monthly, covering
        half-monthly periods, and will be due and payable upon receipt. Unless
        otherwise indicated, all prices are in US dollars. Interest
        charges of 18% per annum will commence 21 days after the due date. 

	 	

	 	 The CONTRACTOR shall submit a Factura to the COMPANY
        for each approved invoice which shall be quoted in US dollars. Such facturas
        shall be payable by the COMPANY within 15 days of receipt. Payments may
        be made in Canada or Miami by mutual agreement. The CONTRACTOR warrants
        that all applicable Argentine taxes owed by the CONTRACTOR arising from
        the work will be paid, regardless of where payment of invoices is made.
      

	 	

	 	 If the COMPANY should dispute any item on an invoice,
        this shall not constitute cause to withhold payment for undisputed items.



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	 	The CONTRACTOR shall prepare and submit to the COMPANY’s
        representative daily drilling reports showing the progress of the work.
        Such daily drilling reports shall form the basis for invoicing; such reports
        shall be subject to correction of errors or omissions by head office personnel
        to ensure invoices are prepared in accordance with this Agreement. 

	 	

	AD)	 The COMPANY agrees, upon signing this Agreement
        and prior to the commencement of the work, to provide assurances satisfactory
        to the CONTRACTOR that the COMPANY has sufficient financial resources
        to pay all invoices rendered in accordance with the Agreement. Such assurances
        may include the deposit of monies to be held by the CONTRACTOR and applied
        to the final invoice, establishment of trust accounts, or other such financial
        assurances agreed to by both parties. 

	 	

	 GENERAL 
	 	

	a) 	The CONTRACTOR shall pipe and drill on the site selected
        by the COMPANY’S representative and will deliver at the drill site
        only to such persons as the COMPANY may designate all cores and samples
        taken from the holes drilled. 

	 	

	b)	 The CONTRACTOR agrees that all information and data
        relating to the work obtained or collected by or coming to the attention
        of the CONTRACTOR, its officers, employees, agents or subcontractors shall
        be for the exclusive use and benefit of the COMPANY. The CONTRACTOR agrees
        that it shall not, and it shall use its reasonable best efforts to ensure
        that its employees, agents or subcontractors do not, divulge to anyone
        other than the COMPANY or its duly authorized representatives any information
        or data concerning the progress or results of the work, except as directed
        in writing by the COMPANY. 

	 	

	c)	 The CONTRACTOR’S drilling crews will follow
        good drilling practices and shall use due care and diligence as shall
        enable them to recover such a percentage of core as the nature of the
        ground and the drilling tools being employed shall. All cores shall be
        become the possession of the COMPANY at the drill site. If the COMPANY
        requests that the core be moved by CONTRACTOR personnel or in CONTRACTOR’S
        vehicles, loss or damage of the core shall be at the COMPANY’S risk.
        

	 	

	 	

	d)	 The CONTRACTOR shall be responsible for, and will
        pay promptly all costs and charges incurred by itself for labour, machinery,
        tools, and supplies used in completing the work herein so that no lien
        or other such charges relative to the CONTRACTOR may be registered against
        the COMPANY or the property. The CONTRACTOR shall be responsible for the
        payment of assessments for Workers’ Compensation, Holiday Pay, Health
        and Medical premiums, Pension, Unemployment Insurance, Sales Tax, or other
        such applicable charges relative to its own labour and supplies purchased.
      



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	e) 	The CONTRACTOR shall at all times enforce strict
        discipline and maintain good order among its employees and shall not retain
        on the project any person unfit for the work assigned to him. Any employee
        who is objectionable or unsatisfactory to the COMPANY shall be removed
        from the project and replaced forthwith by an employee acceptable to the
        COMPANY. 

	 	

	f) 	 The CONTRACTOR shall keep the camp and drill sites
        free from accumulation of waste and rubbish, and at the completion of
        the work shall leave the camp and drill sites in a clean condition acceptable
        to the COMPANY. 

	 	

	g) 	 The Contractor does not guarantee the direction
        of the hole beyond the collar. 

	 	

	h)	 Upon completion of the work herein contracted to
        be performed the CONTRACTOR shall have the right to remove within a reasonable
        period of time all temporary buildings and other fixtures including trade
        fixtures, machinery, equipment and appliances placed upon such lands by
        the CONTRACTOR. 

	 	

	i) 	 It is agreed that should cavities, caving materials,
        underground mine workings, loose materials, excessive water or gases,
        or tight hole conditions are encountered at a depth which would prevent
        successful drilling or render further drilling uneconomic in terms of
        the contract, the CONTRACTOR does not guarantee to drill or sink a hole
        to any specified depth, but will drill or sink as far as is practical
        under existing overburden and rock conditions and the COMPANY shall pay
        for every foot or meter sunk or drilled. 

	 	

	 	However, should the COMPANY request that further
        work be carried out in the hole beyond this point, then the CONTRACTOR
        shall continue work in the hole, but such work will proceed under “FIELD
        COST” rates with the COMPANY assuming all risk for in-hole tools
        and materials until normal coring conditions can be regained.

	 	

	j) 	 The CONTRACTOR agrees to carry the following insurance
        coverage at its sole expense: 





	-	Comprehensive General Liability 	equivalent of $Cdn1,000,000.00 	 
	 	 	 	 
	 -	Automobile Insurance, Liability

      for bodily injury and property

      damage	equivalent of $Cdn1,000,000.00 	 




	k) 	All costs resulting from the enforcement of government
        regulations or legislation concerning land use or pollution control measures
        which may apply to the work will be borne by the COMPANY. The COMPANY
        will indemnify and hold the CONTRACTOR harmless for any and all liability,
        claims, damages and expenses which may arise from events or activities
        in connection of the work which are 



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	 	beyond the reasonable control of the CONTRACTOR,
        including but not limited to pollution of ground water, streams, lakes,
        or surrounding land by discharge of drilling fluids, drill cuttings, and
        wastes, except to the extent that such claims, liability, damages and
        expenses result from or are attributable to the negligent acts or omissions
        of the CONTRACTOR or its employees. 

	 	

	l) 	This Agreement shall be governed by and interpreted
        in accordance with the laws of Argentina.

	 	

	m) 	 Neither the CONTRACTOR nor the COMPANY shall be
        held responsible for any delays in carrying out the obligations of this
        Agreement resulting from Acts of God, strikes, fires, riots, casualties,
        inability to obtain labour or materials or other causes beyond the reasonable
        control of the CONTRACTOR or the COMPANY. 

	 	

	n) 	 Social benefits payable to employees in force at
        the time of signing of this Agreement are included in the quoted prices.
        All cost increases due to legislated benefit increases which arise after
        signing of this Agreement will be chargeable to the COMPANY, or shall
        be cause for renegotiation of rates herein. 

	 	

	o) 	 Delays due to source of supply problems where the
        CONTRACTOR is not required to supply the materials or services required
        under this Agreement will not be chargeable to the COMPANY. 

	 	

	p) 	 This Agreement will not be binding upon the COMPANY
        until approved in writing by an authorized officer thereof. 

	 	

	q) 	 This proposal is open for acceptance until January
        15th, 2005. The CONTRACTOR has the option to withdraw this proposal or
        modify its contents after this date. 



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 Signed and Delivered

  in the presence of:

	  	  	 	ARGENTEX MINING CORPORATION	 
	 	 	 	 	 	 
	  	  	 	per:	/s/ KEN HICKS	 
	  	Witness 	 	 	  	 
	  	  	 	Title: 	VP Exploration	 
	  	  	 	 	 	 
	  	 	 	Date: 	January 19, 2005	 
	 	 	 	 	 	 
	  	 	 	CONNORS ARGENTINA
      S.A.	 
	  	 	 	 	 	 
	 	 	 	per: 	/s/ JAMIE
      HUTTON	 
	  	Witness 	 	 	  	 
	  	  	 	 	for           Alvaro
      Bermudez	 
	 	 	 	 	 	 
	  	 	 	Title:  	Legal Representative	 
	 	 	 	 	 	 
	  	 	 	Date:   	January 18,
      2005	 




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