Filed by Automated Filing Services Inc. (604) 609-0244 - ARGENTEX MINING CORPORATION - Exhibit 10.6






Exhibit 10.6 

 CONSULTING AGREEMENT 


THIS AGREEMENT is made as of the 12th 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: 


  
    
       KEN HICKS, Professional Geologist, of 1234 Doran
        Road, North Vancouver, BC V7K 1M7 

       (the “Consultant”) 

    

  




WHEREAS: 

	 A.      	 The Company is engaged in the business of locating,
        acquiring and exploring natural resource mineral properties; 

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

	 
	 C.      	 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 

	 
	 D.      	 The Company wishes to retain the services of the
        Consultant to act as The Company’s Vice-President Exploration 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:








  2

 ARTICLE 1

  ENGAGEMENT 


Engagement 

 1.1        The Company
  hereby agrees to engage the Consultant to act in the capacity of Vice President
  (Exploration) and a Director and the Consultant accepts such engagement. In
  such capacity and/or capacities, the Consultant shall devote substantially all
  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 Company
  exploration operations and, without limiting the generality of the foregoing,
  the Consultant shall also be obliged to personally perform and/or provide the
  following services: 

	 	 (a)      	 oversee the acquisition by the Company of the Properties; 
	 
	 	 (b)      	 oversee the proposed financing by the Company of up to $2,000,000;
    
	 
	 	 (c)      	 ensure the adequacy of the Company’s title to and interests in
      the Properties; and 
	 
	 	 (d)      	 oversee the exploration activities on the Properties and the production
      of property reports thereon. 



Direction and Control 

 1.2        The Consultant
  shall report to and be subject to the control and direction of the Board of
  Directors of the Company or such person or persons as the Board of Directors
  of the Company may designate from time to time. 

 Term 

 1.3        Subject to section
  1.5 hereof, the term of this Agreement (the "Term") shall be for a period of
  one (1) year 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 the Consultant a fee of $9,000
  (Cdn.) per month beginning March, 2005, payable semi-monthly or at such interval
  to be agreed upon by the Board of Directors. The Consultant’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 the Consultant hereunder









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 without cause upon one (1) month’s notice (or one (1)
  month’s fees in lieu thereof) being provided to the Consultant. In the
  event that the Consultant ceases to devote substantially all 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 the Consultant. 

 ARTICLE 2

  CONFIDENTIAL INFORMATION


Trade Secrets 

 2.1        During the term
  of this Agreement, the Consultant 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; 

	 
	 	 (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. 












  4


Confidentiality 

 2.2         During
  and after the term of this Agreement, the Consultant 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 the Consultant
        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 

 2.3         Upon termination
  of this Agreement the Consultant 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 

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

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

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



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








  5

 ARTICLE 3 

  INJUNCTION 

 The Consultant 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 the Consultant. Such
  remedy shall be additional to and not in limitation of any other remedy which
  may otherwise be available to the Company. 

 ARTICLE 4 

  GENERAL 


Notices 

 4.1         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  
	  
	 The Consultant:  	 Ken Hicks  
	  	1234 Doran Road 
	  	 North Vancouver, British Columbia  
	  	 V7K 1M7  


 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 

 4.2         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 

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








  6


Severability 

 4.4         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 

 4.5         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 

 4.6         The Company
  has obtained legal advice concerning this Agreement and has requested that the
  Consultant obtain independent legal advice with respect to same before executing
  it. In executing this Agreement, the Consultant 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 

 4.7         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 

 4.8         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 

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

 Relationship 

 4.10        The Consultant
  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. 








  7

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

	 	 ARGENTEX MINING CORPORATION  
	 	  
	 	  
	 	  
	 	 Per: /s/ CHRISTOPHER DYAKOWSKI  
 Christopher
      Dyakowski, President  
	 	  
	 	  
	 	  
	 	  
	 	  
	 	 /s/ KEN HICKS  
	 	 KEN HICKS