Filed by Automated Filing Services Inc. (604) 609-0244 - ARGENTEX MINING CORPORATION - Exhibit 10.7






Exhibit 10.7 

 MANAGEMENT AGREEMENT 


THIS AGREEMENT is made as of the 25th day of February, 2005. 


AMONG: 


  
    
       ARGENTEX MINING CORPORATION, a corporation formed
        pursuant to the laws of the State of Nevada and having an office for business
        located at Suite 2000, 1066 West Hastings Street, Vancouver BC V6E 3X2

      (the “Company”) 

    

  




AND: 


  
    
       CHRISTOPHER IAN DYAKOWSKI, Professional Geologist,
        of 3750 West 49th Ave, Vancouver, BC V6N 3T8

      ( “Dyakowski”) 

    

  




WHEREAS: 

	 A.      	 The Company is engaged in the business of locating,
        acquiring and exploring natural resource mineral properties and has acquired
        interests in several mineral properties located in the Republic of Argentina
        and as more particularly described in the Summary Report dated February
        10, 2004 as prepared by the Company’s Vice-President (Exploration)
        (the “Properties”); 

	 
	 B.      	 Dyakowski is a member in good standing of the Association
        of Professional Engineers and Geoscientists of British Columbia and has
        field experience in Argentina; and 

	 
	 C.      	 The Company wishes to retain the services of Dyakowski
        to act as the Company’s President, Chief Executive Officer and a
        director, on and subject to the terms hereof. 



 NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration
  of the premises and the mutual covenants, agreements, representations and warranties
  contained herein, the parties hereto hereby agree as follows:

 ARTICLE 1 

  ENGAGEMENT 


Engagement 

 1.1        The Company
  hereby agrees to engage Dyakowski to act in the capacity of President, Chief
  Executive Officer and a Director and Dyakowski accepts such 








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 engagement. In such capacity and/or capacities, Dyakowski
  shall devote not less than 80% of his full time and attention to performance
  of his duties for and on behalf of the Company and shall be responsible for
  the overall management of the Company and, without limiting the generality of
  the foregoing, Dyakowski shall also be obliged to personally perform and/or
  provide the following services: 

	 	 (a)      	 manage the day-to-day business of the Company, including
        overseeing all fiscal initiatives, property acquisitions and capital raising
        activities; 

	 
	 	 (b)      	 ensure that the Company timely files the reports
        required of it pursuant to the Securities Exchange Act of 1934; 

	 
	 	 (c)      	 be responsible for the maintenance of the Company’s
        corporate image and publicizing the development of the Company’s
        business to the business community; 

	 
	 	 (d)      	 ensure the adequacy of the Company’s title
        to and interests in the Properties; and 

	 
	 	 (e)      	 perform such other duties pertaining to the management
        and operation of the Company as may be determined from time to time by
        the board of directors of the Company consistent with Dyakowski’s
        office of President and CEO. 




Direction and Control 

 1.2         Dyakowski
  shall report to and be subject to the control and direction of the Board of
  Directors of the Company. 

 Term 

 1.3         Subject
  to section 1.5 hereof, the term of this Agreement (the "Term") shall be for
  a period of six (6) months commencing on the date hereof, subject to termination
  in accordance with the provisions hereof. 

 Salary 

 1.4         Subject
  to section 1.5 hereof, the Company shall pay to Dyakowski a fee of $5,000
  (Cdn.) per month, payable semi-monthly or at such interval to be agreed upon
  by the Board of Directors. Dyakowski’s fee shall be paid without deductions
  as might otherwise be required by law in respect of employee salaries. 

 Termination 

 1.5         The Company
  may terminate this Agreement without notice for cause at any time without liability
  for damages or otherwise. Nothing contained herein shall prejudice the Company's
  other rights and remedies upon termination of this Agreement, at law, in equity
  or otherwise; provided further that in addition to termination for cause,
  the Company may at any time terminate the engagement of Dyakowski hereunder
  without cause upon one (1) month’s notice (or one (1) month’s fees
  in lieu thereof) being provided to Dyakowski. In the event that Dyakowski ceases
  to devote not less than 








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 80% of his full time and attention to the performance of his
  duties hereunder, then notwithstanding any other clause in this Agreement the
  Board of Directors may, in its discretion, terminate this Agreement without
  notice (or fees in lieu thereof) being due to Dyakowski. 

 ARTICLE 2 

  COVENANTS OF DYAKOWSKI 

                 Dyakowski
  covenants and agrees with the Company that he will, from and after the date
  of this Agreement: 

	 	 (a)      	 cause the Company’s wholly-owned subsidiary,
        SCRN Properties Ltd. (“SCRN”), to be registered as a “Branch”
        (Sucursal) in the Republic of Argentina before May 31, 2005; and 

	 
	 	 (b)      	 cause the Property interests to be transferred into
        name of SCRN once SCRN is registered as a “Branch” the Republic
        of Argentina. 



 ARTICLE 3

  CONFIDENTIAL INFORMATION 


Trade Secrets 

 3.1        During the term
  of this Agreement, Dyakowski may have access to confidential information consisting
  of the following categories of information (collectively, the “Trade Secrets”):


	 	 (a)      	 information regarding the Companies mineral properties,
        mineral properties which the Company proposes to acquire, the Company’s
        proposed exploration programs thereon and the results thereof; 

	 
	 	 (b)      	 financial information, such as the Company’s
        earnings, assets, debts, prices, pricing structure, volumes of purchases
        or sales or other financial data, whether relating to the Company generally,
        or to particular products, services, geographic areas or time periods;
      

	 
	 	 (c)      	 supply and service information, such as goods and
        services, suppliers’ names or addresses, terms of supply or service
        contracts, or of particular transactions, or related information about
        potential suppliers, to the extent that such information is not generally
        known to the public, and to the extent that the combination of suppliers
        or use of a particular supplier, though generally known or available,
        yields advantages to the Company, the details of which are not generally
        known; 

	 
	 	 (d)      	 marketing information, such as details about ongoing
        or proposed marketing programs or agreements by or on behalf of the Company,
        sales forecasts or results of marketing efforts or information about impending
        transactions; 












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	 	 (e)      	 personnel information, compensation or other terms
        of employment, actual or proposed promotion, hiring, resignations, disciplinary
        actions, termination or reasons therefor, training methods, performance,
        or other employee information not including employees’ personal
        or medical histories; or 

	 
	 	 (f)      	 customer information, such as any compilation of
        past, existing or prospective customers, customers’ proposed agreements
        between customers and the Company, status of customers’ accounts
        or credit, or related information about prospective customers. 




Confidentiality 

 7.2         During
  and after the term of this Agreement, Dyakowski agrees to: 

	 	 (a)      	 hold the Trade Secrets in confidence and not to
        divulge, communicate or transmit the Trade Secrets to others, or make
        any unauthorized copy or use of the Trade Secrets in any capacity, personal
        or business unrelated to that of the Company; 

	 
	 	 (b)      	 use the Trade Secrets only in the furtherance of
        proper Company-related reasons for which the Trade Secrets are disclosed
        or discovered; 

	 
	 	 (c)      	 take all reasonable action that the Company deems
        necessary or appropriate to prevent the unauthorized use or disclosure
        of or to protect the Company’s interest in the Trade Secrets; and
      

	 
	 	 (d)      	 except on behalf of the Company, during the term
        of this Agreement and for a period of six (6) months thereafter, not to
        solicit the business of the Company or otherwise conduct business (whether
        on behalf of the Company or such other person or entity for whom Dyakowski
        is performing services after termination of this Agreement) of the type
        similar to that of the Company, with any person who is at any time during
        the term of this agreement or during the six (6) month period thereafter,
        a customer of the Company. 




Return of Information 

 3.3         Upon termination
  of this Agreement Dyakowski will immediately return to the Company all written
  documents, computer files or other storage media in his possession or under
  his control containing Trade Secrets.

 Qualification 

 3.4         The provisions
  set forth in this Article do not apply to: 

	 	 (a)      	 information that by means other than Dyakowski’s deliberate or
      inadvertent disclosure becomes well known or easily ascertainable to the
      public or to companies that compete directly with the Company; or 
	 









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	 	 (b)      	 disclosures compelled by judicial or administrative
        proceedings after Dyakowski diligently tries to avoid each disclosure
        and affords the Company the opportunity to obtain assurance that compelled
        disclosure will receive confidential treatment. 

	 


 3.5         Dyakowski
  acknowledges that the covenants set forth in this Article will not in any way
  preclude Dyakowski from engaging in a lawful profession, trade or business of
  any kind or from becoming gainfully employed or retained. Dyakowski recognizes
  that the provisions contained in this Article 3 are material to this Agreement.


 ARTICLE 4

  INJUNCTION 

 Dyakowski acknowledges that any violation of this Agreement
  may cause the Company immediate and irreparable harm and that the damages which
  the Company will suffer may be difficult or impossible to measure. Therefore,
  upon any actual or impending violation of this Agreement, the Company shall
  be entitled to the issuance of a restraining order, interim and permanent injunctions,
  without bond, restraining or enjoining such violation by Dyakowski. Such remedy
  shall be additional to and not in limitation of any other remedy which may otherwise
  be available to the Company. 

 ARTICLE 5 

  GENERAL 


Notices 

 5.1         All notices
  required or permitted under this Agreement shall be in writing and shall be
  deemed delivered when personally served or sent by single pre-paid registered
  mail, postage paid, addressed as follows: 

	 The Company:  	 Argentex Mining Corporation  
	  	 Suite 2000, 1066 West Hastings Street  
	  	 Vancouver, British Columbia  
	  	 V6E 3X2  
	  
	  	 Attention: The Board of Directors  
	  
	 Dyakowski:  	 Christopher Ian Dyakowski  
	  	 3750 West 49th Ave  
	  	 Vancouver, British Columbia  
	  	 V6N 3T8  


 Either party may change its address from time to time by written notice to
  the other party in the manner set forth herein. 


Entire Agreement 








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 5.2         This Agreement
  constitutes the entire understanding between the parties concerning the subject
  matter hereof and there are no other promises or conditions in any other agreement
  whether written or oral concerning the subject matter hereof. 

 Amendment 

 5.3         This Agreement
  may be modified or amended, any modification or amendment shall be in writing
  and signed by both parties. 

 Severability 

 5.4         In the
  event that any provisions of this Agreement shall be held to be invalid or unenforceable
  for any reason, the remaining provisions shall continue to be valid and enforceable.
  If a court finds that any provision of this Agreement is invalid or unenforceable,
  but that by limiting such provision the Agreement is valid and enforceable,
  then such provision shall be deemed to be written, construed, and enforced as
  so limited. 

 Waiver of Contractual Right 

 5.5         The failure
  of either party to enforce any provision of this Agreement shall not be construed
  as a waiver or limitation of that party’s right to subsequently enforce
  and compel strict compliance with every provision of this Agreement. 

 Independent Legal Advice 

 5.6         The Company
  has obtained legal advice concerning this Agreement and has requested that Dyakowski
  obtain independent legal advice with respect to same before executing it. In
  executing this Agreement, Dyakowski represents and warrants to the Company that
  he has been advised to obtain independent legal advice, and that prior to the
  execution of this Agreement he has obtained independent legal advice or has,
  in his discretion, knowingly and willingly elected not to do so. 

 Number and Gender 

 5.7         All references
  to the singular herein shall include the plural, all references to the masculine,
  feminine or neuter gender, as applicable, shall be deemed to include all other
  genders as appropriate or the context requires. 

 Applicable Law 

 5.8         This Agreement
  shall be governed by the laws of British Columbia, and the parties irrevocably
  submit to the jurisdiction of the courts of British Columbia with respect to
  any legal proceedings arising herefrom. 

 Successors and Assigns 

 5.9         Dyakowski
  may not assign this Agreement nor any of his rights hereunder, whether in whole
  or in part, without the express prior consent of the Company. This 








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 Agreement shall enure to the benefit of and be binding upon
  the parties hereto and their respective successors and permitted assigns. 

 Relationship 

 5.10        Dyakowski
  is an independent contractor of the Company. Nothing contained in this agreement
  is intended to nor shall make any party an employee of any other party. 

 IN WITNESS WHEREOF the parties have executed this Agreement
  as of the date first above written. 

	 	 ARGENTEX MINING CORPORATION  
	 	  
	 	  
	 	  
	 	 Per: 	/s/ KEN HICKS  
	 	  	Ken Hicks,  
	 	  	Vice-President (Exploration)  
	 	  
	 	  
	 	  
	 	  
	 	 /s/ CHRISTOPHER IAN DYAKOWSKI  
	 	 CHRISTOPHER IAN DYAKOWSKI