Argentex Mining Corp.: Exhibit 4.1 - Filed by newsfilecorp.com







	ARGENTEX MINING CORPORATION 2005 INCENTIVE STOCK
      PLAN 
	 


           
THIS ARGENTEX MINING CORPORATION 2005 INCENTIVE STOCK PLAN (the
"Plan") is designed to retain directors, executives and selected
employees and consultants and reward them for making major contributions to the
success of the Company. These objectives are accomplished by making long-term
incentive awards under the Plan thereby providing Participants with a
proprietary interest in the growth and performance of the Company. 

	1. 	
      Definitions.

	 	 	 
		(a) 	
      "Board" - The Board of Directors of the
      Company.

	 	 	 
		(b) 	
      "Code" - The Internal Revenue Code of 1986, as
      amended from time to time.

	 	 	 
		(c) 	
      "Committee" - The Compensation Committee of the
      Company's Board, or such other committee of the Board that is designated
      by the Board to administer the Plan, composed of not less than two members
      of the Board whom are disinterested persons, as contemplated by Rule 16b-3
      ("Rule 16b-3") promulgated under the Securities Exchange Act of
      1934, as amended (the "Exchange Act").

	 	 	 
		(d) 	
      "Company" – ARGENTEX MINING CORPORATION and its
      subsidiaries including subsidiaries of subsidiaries.

	 	 	 
		(e) 	
      "Exchange Act" - The Securities Exchange Act of
      1934, as amended from time to time.

	 	 	 
		(f) 	
      "Fair Market Value" - The fair market value of the
      Company's issued and outstanding Stock as determined in good faith by the
      Board or Committee.

	 	 	 
		(g) 	
      "Grant" - The grant of any form of stock option,
      stock award, or stock purchase offer, whether granted singly, in
      combination or in tandem, to a Participant pursuant to such terms,
      conditions and limitations as the Committee may establish in order to
      fulfill the objectives of the Plan.

	 	 	 
		(h) 	
      "Grant Agreement" - An agreement between the
      Company and a Participant that sets forth the terms, conditions and
      limitations applicable to a Grant.

	 	 	 
		(i) 	
      "Option" - Either an Incentive Stock Option, in
      accordance with Section 422 of Code, or a Nonstatutory Option, to purchase
      the Company's Stock that may be awarded to a Participant under the Plan. A
      Participant who receives an award of an Option shall be referred to as an
      "Optionee."

	 	 	 
		(j) 	
      "Participant" - A director, officer, employee or
      consultant of the Company to whom an Award has been made under the
      Plan.








	 	(k) 	
      "Restricted Stock Purchase Offer" - A Grant of the
      right to purchase a specified number of shares of Stock pursuant to a
      written agreement issued under the Plan.

	 	 	 
	 	(l) 	
      "Securities Act" - The Securities Act of 1933, as
      amended from time to time.

	 	 	 
	 	(m) 	
      "Stock" - Authorized and issued or unissued shares
      of common stock of the Company.

	 	 	 
	 	(n) 	
      "Stock Award" - A Grant made under the Plan in
      stock or denominated in units of stock for which the Participant is not
      obligated to pay additional consideration.




	2. 	
      Administration. The Plan shall be administered by the
      Board, provided however, that the Board may delegate such administration
      to the Committee. Subject to the provisions of the Plan, the Board and/or
      the Committee shall have authority to (a) grant, in its discretion,
      Incentive Stock Options in accordance with Section 422 of the Code, or
      Nonstatutory Options, Stock Awards or Restricted Stock Purchase Offers;
      (b) determine in good faith the fair market value of the Stock covered by
      any Grant; (c) determine which eligible persons shall receive Grants and
      the number of shares, restrictions, terms and conditions to be included in
      such Grants; (d) construe and interpret the Plan; (e) promulgate, amend
      and rescind rules and regulations relating to its administration, and
      correct defects, omissions and inconsistencies in the Plan or any Grant;
      (f) consistent with the Plan and with the consent of the Participant, as
      appropriate, amend any outstanding Grant or amend the exercise date or
      dates thereof; (g) determine the duration and purpose of leaves of absence
      which may be granted to Participants without constituting termination of
      their employment for the purpose of the Plan or any Grant; and (h) make
      all other determinations necessary or advisable for the Plan's
      administration. The interpretation and construction by the Board of any
      provisions of the Plan or selection of Participants shall be conclusive
      and final. No member of the Board or the Committee shall be liable for any
      action or determination made in good faith with respect to the Plan or any
      Grant made thereunder.

	 	 	 
	3. 	
      Eligibility.

	 	 	 
		(a) 	
      General: The persons who shall be eligible to
      receive Grants shall be directors, officers, employees or consultants to
      the Company. The term consultant shall mean any person, other than an
      employee, who is engaged by the Company to render services and is
      compensated for such services. An Optionee may hold more than one Option.
      Any issuance of a Grant to an officer or director of the Company
      subsequent to the first registration of any of the securities of the
      Company under the Exchange Act shall comply with the requirements of Rule
      16b-3.

	 	 	 
		(b) 	
      Incentive Stock Options: Incentive Stock Options
      may only be issued to employees of the Company. Incentive Stock Options
      may be granted to officers or directors, provided they are also employees
      of the Company. Payment of a director's fee shall not be sufficient to
      constitute employment by the Company.



           
The Company shall not grant an Incentive Stock Option under the Plan to any
employee if such Grant would result in such employee holding the right to
exercise for the first time in any one calendar year, under all Incentive Stock
Options granted under the Plan or any other plan maintained by the Company, with
respect to shares of Stock having an 

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      aggregate fair market value, determined as of the date of
      the Option is granted, in excess of $100,000. Should it be determined that
      an Incentive Stock Option granted under the Plan exceeds such maximum for
      any reason other than a failure in good faith to value the Stock subject
      to such option, the excess portion of such option shall be considered a
      Nonstatutory Option. To the extent the employee holds two (2) or more such
      Options which become exercisable for the first time in the same calendar
      year, the foregoing limitation on the exercisability of such Option as
      Incentive Stock Options under the Federal tax laws shall be applied on the
      basis of the order in which such Options are granted. If, for any reason,
      an entire Option does not qualify as an Incentive Stock Option by reason
      of exceeding such maximum, such Option shall be considered a Nonstatutory
      Option.

	 	 	 
	 	(c) 	
      Nonstatutory Option: The provisions of the
      foregoing Section 3(b) shall not apply to any Option designated as a
      "Nonstatutory Option" or which sets forth the intention of the
      parties that the Option be a Nonstatutory Option.

	 	 	 
	 	(d) 	
      Stock Awards and Restricted Stock Purchase Offers:
      The provisions of this Section 3 shall not apply to any Stock Award or
      Restricted Stock Purchase Offer under the
Plan.




	4. 	
      Stock.

	 	 	 
		(a) 	
      Authorized Stock: Stock subject to Grants may be
      either unissued or reacquired Stock.

	 	 	 
		(b) 	
      Number of Shares: Subject to adjustment as
      provided in Section 5(i) of the Plan, the total number of shares of Stock
      which may be purchased or granted directly by Options, Stock Awards or
      Restricted Stock Purchase Offers, or purchased indirectly through exercise
      of Options granted under the Plan shall not exceed Two Million, Five
      Hundred Thousand (2,500,000). If any Grant shall for any reason terminate
      or expire, any shares allocated thereto but remaining unpurchased upon
      such expiration or termination shall again be available for Grants with
      respect thereto under the Plan as though no Grant had previously occurred
      with respect to such shares. Any shares of Stock issued pursuant to a
      Grant and repurchased pursuant to the terms thereof shall be available for
      future Grants as though not previously covered by a Grant.

	 	 	 
		(c) 	
      Reservation of Shares: The Company shall reserve
      and keep available at all times during the term of the Plan such number of
      shares as shall be sufficient to satisfy the requirements of the Plan. If,
      after reasonable efforts, which efforts shall not include the registration
      of the Plan or Grants under the Securities Act, the Company is unable to
      obtain authority from any applicable regulatory body, which authorization
      is deemed necessary by legal counsel for the Company for the lawful
      issuance of shares hereunder, the Company shall be relieved of any
      liability with respect to its failure to issue and sell the shares for
      which such requisite authority was so deemed necessary unless and until
      such authority is obtained.

	 	 	 
		(d) 	
      Application of Funds: The proceeds received by the
      Company from the sale of Stock pursuant to the exercise of Options or
      rights under Stock Purchase Agreements will be used for general corporate
      purposes.



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	 	(e) 	
      No Obligation to Exercise: The issuance of a Grant
      shall impose no obligation upon the Participant to exercise any rights
      under such Grant.




	5. 	
      Terms and Conditions of Options. Options granted
      hereunder shall be evidenced by agreements between the Company and the
      respective Optionees, in such form and substance as the Board or Committee
      shall from time to time approve. The form of Incentive Stock Option
      Agreement attached hereto as Exhibit A and the three forms of a
      Nonstatutory Stock Option Agreement for employees, for directors and for
      consultants, attached hereto as Exhibit B-1, Exhibit B-2 and
      Exhibit B-3, respectively, shall be deemed to be approved by the
      Board. Option agreements need not be identical, and in each case may
      include such provisions as the Board or Committee may determine, but all
      such agreements shall be subject to and limited by the following terms and
      conditions:

	 	 	 
		(a) 	
      Number of Shares: Each Option shall state the
      number of shares to which it pertains.

	 	 	 
		(b) 	
      Exercise Price: Each Option shall state the
      exercise price, which shall be determined as
follows:




	 	(i) 	
      Any Incentive Stock Option granted to a person who at the
      time the Option is granted owns (or is deemed to own pursuant to Section
      424(d) of the Code) stock possessing more than ten percent (10%) of the
      total combined voting power or value of all classes of stock of the
      Company ("Ten Percent Holder") shall have an exercise price of no
      less than 110% of the Fair Market Value of the Stock as of the date of
      grant; and

	 	 	 
	 	(ii) 	
      Incentive Stock Options granted to a person who at the
      time the Option is granted is not a Ten Percent Holder shall have an
      exercise price of no less than 100% of the Fair Market Value of the Stock
      as of the date of grant.




	 		
      For the purposes of this Section 5(b), the Fair Market
      Value shall be as determined by the Board in good faith, which
      determination shall be conclusive and binding; provided however, that if
      there is a public market for such Stock, the Fair Market Value per share
      shall be the average of the bid and asked prices (or the closing price if
      such stock is listed on the NASDAQ National Market System or Small Cap
      Issue Market) on the date of grant of the Option, or if listed on a stock
      exchange, the closing price on such exchange on such date of
  grant.

	 	 	 
	 	(c) 	
      Medium and Time of Payment: The exercise price
      shall become immediately due upon exercise of the Option and shall be paid
      in cash or check made payable to the Company. Should the Company's
      outstanding Stock be registered under Section 12(g) of the Exchange Act at
      the time the Option is exercised, then the exercise price may also be paid
      as follows:





	 	
      (i) 
	
      in shares of Stock held by the Optionee for the requisite
      period necessary to avoid a charge to the Company's earnings for financial
      reporting purposes and valued at Fair Market Value on the exercise date,
      or 





	 	(ii) 	
      through a special sale and remittance procedure pursuant
      to which the Optionee shall concurrently provide irrevocable written
      instructions (a) to a Company designated



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brokerage firm to effect the immediate
sale of the purchased shares and remit to the Company, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased shares plus all applicable Federal,
state and local income and employment taxes required to be withheld by the
Company by reason of such purchase and (b) to the Company to deliver the
certificates for the purchased shares directly to such brokerage firm in order
to complete the sale transaction. 

           
At the discretion of the Board, exercisable either at the time of Option grant
or of Option exercise, the exercise price may also be paid (i) by Optionee's
delivery of a promissory note in form and substance satisfactory to the Company
and permissible under the Securities Rules of the State of New York and bearing
interest at a rate determined by the Board in its sole discretion, but in no
event less than the minimum rate of interest required to avoid the imputation of
compensation income to the Optionee under the Federal tax laws, or (ii) in such
other form of consideration permitted by the New York corporations law as may be
acceptable to the Board. 

	 	(d) 	
      Term and Exercise of Options: Any Option granted
      to an employee of the Company shall become exercisable over a period of no
      longer than five (5) years. In no event shall any Option be exercisable
      after the expiration of ten (10) years from the date it is granted, and no
      Incentive Stock Option granted to a Ten Percent Holder shall, by its
      terms, be exercisable after the expiration of five (5) years from the date
      of the Option. Unless otherwise specified by the Board or the Committee in
      the resolution authorizing such Option, the date of grant of an Option
      shall be deemed to be the date upon which the Board or the Committee
      authorizes the granting of such Option.

	 	 	 
	 		
                 
      Each Option shall be exercisable to the nearest whole share, in
      installments or otherwise, as the respective Option agreements may
      provide. During the lifetime of an Optionee, the Option shall be
      exercisable only by the Optionee and shall not be assignable or
      transferable by the Optionee, and no other person shall acquire any rights
      therein. To the extent not exercised, installments (if more than one)
      shall accumulate, but shall be exercisable, in whole or in part, only
      during the period for exercise as stated in the Option agreement, whether
      or not other installments are then exercisable.

	 	 	 
	 	(e) 	
      Termination of Status as Employee, Consultant or
      Director: If Optionee's status as an employee shall terminate for any
      reason other than Optionee's disability or death, then Optionee (or if the
      Optionee shall die after such termination, but prior to exercise,
      Optionee's personal representative or the person entitled to succeed to
      the Option) shall have the right to exercise the portions of any of
      Optionee's Incentive Stock Options which were exercisable as of the date
      of such termination, in whole or in part, not less than 30 days nor more
      than three (3) months after such termination (or, in the event of
      "termination for good cause" as that term is defined in New York
      case law related thereto, or by the terms of the Plan or the Option
      Agreement or an employment agreement, the Option shall automatically
      terminate as of the termination of employment as to all shares covered by
      the Option).

	 	 	 
	 		
      With respect to Nonstatutory Options granted to
      employees, directors or consultants, the Board may specify such period for
      exercise, not less than 30 days (except that in the
case



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      of "termination for cause" or removal of a
      director), the Option shall automatically terminate as of the termination
      of employment or services as to shares covered by the Option, following
      termination of employment or services as the Board deems reasonable and
      appropriate. The Option may be exercised only with respect to installments
      that the Optionee could have exercised at the date of termination of
      employment or services. Nothing contained herein or in any Option granted
      pursuant hereto shall be construed to affect or restrict in any way the
      right of the Company to terminate the employment or services of an
      Optionee with or without cause.

	 	 	 
	 	(f) 	
      Disability of Optionee: If an Optionee is disabled
      (within the meaning of Section 22(e)(3) of the Code) at the time of
      termination, the three (3) month period set forth in Section 5(e) shall be
      a period, as determined by the Board and set forth in the Option, of not
      less than six months nor more than one year after such
  termination.

	 	 	 
	 	(g) 	
      Death of Optionee: If an Optionee dies while
      employed by, engaged as a consultant to, or serving as a Director of the
      Company, the portion of such Optionee's Option which was exercisable at
      the date of death may be exercised, in whole or in part, by the estate of
      the decedent or by a person succeeding to the right to exercise such
      Option at any time within (i) a period, as determined by the Board and set
      forth in the Option, of not less than six (6) months nor more than one (1)
      year after Optionee's death, which period shall not be more, in the case
      of a Nonstatutory Option, than the period for exercise following
      termination of employment or services, or (ii) during the remaining term
      of the Option, whichever is the lesser. The Option may be so exercised
      only with respect to installments exercisable at the time of Optionee's
      death and not previously exercised by the Optionee.

	 	 	 
	 	(h) 	
      Nontransferability of Option: No Option shall be
      transferable by the Optionee, except by will or by the laws of descent and
      distribution.

	 	 	 
	 	(i) 	
      Recapitalization: Subject to any required action
      of shareholders, the number of shares of Stock covered by each outstanding
      Option, and the exercise price per share thereof set forth in each such
      Option, shall be proportionately adjusted for any increase or decrease in
      the number of issued shares of Stock of the Company resulting from a stock
      split, stock dividend, combination, subdivision or reclassification of
      shares, or the payment of a stock dividend, or any other increase or
      decrease in the number of such shares affected without receipt of
      consideration by the Company; provided, however, the conversion of any
      convertible securities of the Company shall not be deemed to have been
      "effected without receipt of consideration" by the
  Company.



           In
the event of a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless otherwise provided by the
Board, this Option shall terminate immediately prior to such date as is
determined by the Board, which date shall be no later than the consummation of
such Reorganization. In such event, if the entity which shall be the surviving
entity does not tender to Optionee an offer, for which it has no obligation to
do so, to substitute for any unexercised Option a stock option or capital stock
of such surviving of such surviving entity, as applicable, which on an equitable
basis shall provide the 

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Optionee with substantially the same
economic benefit as such unexercised Option, then the Board may grant to such
Optionee, in its sole and absolute discretion and without obligation, the right
for a period commencing thirty (30) days prior to and ending immediately prior
to the date determined by the Board pursuant hereto for termination of the
Option or during the remaining term of the Option, whichever is the lesser, to
exercise any unexpired Option or Options without regard to the installment
provisions of Paragraph 6(d) of the Plan; provided, that any such right granted
shall be granted to all Optionees not receiving an offer to receive substitute
options on a consistent basis, and provided further, that any such exercise
shall be subject to the consummation of such Reorganization. 

           
Subject to any required action of shareholders, if the Company shall be the
surviving entity in any merger or consolidation, each outstanding Option
thereafter shall pertain to and apply to the securities to which a holder of
shares of Stock equal to the shares subject to the Option would have been
entitled by reason of such merger or consolidation. 

           
In the event of a change in the Stock of the Company as presently constituted,
which is limited to a change of all of its authorized shares without par value
into the same number of shares with a par value, the shares resulting from any
such change shall be deemed to be the Stock within the meaning of the Plan. 

           
To the extent that the foregoing adjustments relate to stock or securities of
the Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. Except as expressly
provided in this Section 5(i), the Optionee shall have no rights by reason of
any subdivision or consolidation of shares of stock of any class or the payment
of any stock dividend or any other increase or decrease in the number of shares
of stock of any class, and the number or price of shares of Stock subject to any
Option shall not be affected by, and no adjustment shall be made by reason of,
any dissolution, liquidation, merger, consolidation or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class. 

           
The Grant of an Option pursuant to the Plan shall not affect in any way the
right or power of the Company to make any adjustments, reclassifications,
reorganizations or changes in its capital or business structure or to merge,
consolidate, dissolve, or liquidate or to sell or transfer all or any part of
its business or assets. 

	 	(j) 	
      Rights as a Shareholder: An Optionee shall have no
      rights as a shareholder with respect to any shares covered by an Option
      until the effective date of the issuance of the shares following exercise
      of such Option by Optionee. No adjustment shall be made for dividends
      (ordinary or extraordinary, whether in cash, securities or other property)
      or distributions or other rights for which the record date is prior to the
      date such stock certificate is issued, except as expressly provided in
      Section 5(i) hereof.

	 	 	 
	 	(k) 	
      Modification, Acceleration, Extension, and Renewal of
      Options: Subject to the terms and conditions and within the
      limitations of the Plan, the Board may modify an Option, or, once an
      Option is exercisable, accelerate the rate at which it may be exercised,
      and may extend or renew outstanding Options granted under the Plan or
      accept the surrender of outstanding



- 7 - 





	 		
      Options (to the extent not theretofore exercised) and
      authorize the granting of new Options in substitution for such Options,
      provided such action is permissible under Section 422 of the Code and the
      New York Securities Rules. Notwithstanding the provisions of this Section
      5(k), however, no modification of an Option shall, without the consent of
      the Optionee, alter to the Optionee's detriment or impair any rights or
      obligations under any Option theretofore granted under the Plan.

	 	 	 
	 	(l) 	
      Exercise Before Exercise Date: At the discretion
      of the Board, the Option may, but need not, include a provision whereby
      the Optionee may elect to exercise all or any portion of the Option prior
      to the stated exercise date of the Option or any installment thereof. Any
      shares so purchased prior to the stated exercise date shall be subject to
      repurchase by the Company upon termination of Optionee's employment as
      contemplated by Section 5(n) hereof prior to the exercise date stated in
      the Option and such other restrictions and conditions as the Board or
      Committee may deem advisable.

	 	 	 
	 	(m) 	
      Other Provisions: The Option agreements authorized
      under the Plan shall contain such other provisions, including, without
      limitation, restrictions upon the exercise of the Options, as the Board or
      the Committee shall deem advisable. Shares shall not be issued pursuant to
      the exercise of an Option, if the exercise of such Option or the issuance
      of shares thereunder would violate, in the opinion of legal counsel for
      the Company, the provisions of any applicable law or the rules or
      regulations of any applicable governmental or administrative agency or
      body, such as the Code, the Securities Act, the Exchange Act, the New York
      Securities Rules, New York corporation law, and the rules promulgated
      under the foregoing or the rules and regulations of any exchange upon
      which the shares of the Company are listed. Without limiting the
      generality of the foregoing, the exercise of each Option shall be subject
      to the condition that if at any time the Company shall determine that (i)
      the satisfaction of withholding tax or other similar liabilities, or (ii)
      the listing, registration or qualification of any shares covered by such
      exercise upon any securities exchange or under any state or federal law,
      or (iii) the consent or approval of any regulatory body, or (iv) the
      perfection of any exemption from any such withholding, listing,
      registration, qualification, consent or approval is necessary or desirable
      in connection with such exercise or the issuance of shares thereunder,
      then in any such event, such exercise shall not be effective unless such
      withholding, listing registration, qualification, consent, approval or
      exemption shall have been effected, obtained or perfected free of any
      conditions not acceptable to the Company.

	 	 	 
	 	(n) 	
      Repurchase Agreement: The Board may, in its
      discretion, require as a condition to the Grant of an Option hereunder,
      that an Optionee execute an agreement with the Company, in form and
      substance satisfactory to the Board in its discretion ("Repurchase
      Agreement"), (i) restricting the Optionee's right to transfer shares
      purchased under such Option without first offering such shares to the
      Company or another shareholder of the Company upon the same terms and
      conditions as provided therein; and (ii) providing that upon termination
      of Optionee's employment with the Company, for any reason, the Company (or
      another shareholder of the Company, as provided in the Repurchase
      Agreement) shall have the right at its discretion (or the discretion of
      such other shareholders) to purchase and/or redeem all such shares owned
      by the Optionee on the date of termination of his or her employment at a
      price equal to: (A) the fair value of such shares as of such date of
      termination; or (B) if such



- 8 - 




repurchase right lapses at 20% of the
number of shares per year, the original purchase price of such shares, and upon
terms of payment permissible under the New York securities rules; provided that
in the case of Options or Stock Awards granted to officers, directors,
consultants or affiliates of the Company, such repurchase provisions may be
subject to additional or greater restrictions as determined by the Board or
Committee. 

	6. 	
      Stock Awards and Restricted Stock Purchase
  Offers.




	 	(a) 	
      Types of Grants.




	 	(i) 	
      Stock Award. All or part of any Stock Award under
      the Plan may be subject to conditions established by the Board or the
      Committee, and set forth in the Stock Award Agreement, which may include,
      but are not limited to, continuous service with the Company, achievement
      of specific business objectives, increases in specified indices, attaining
      growth rates and other comparable measurements of Company performance.
      Such Awards may be based on Fair Market Value or other specified
      valuation. All Stock Awards will be made pursuant to the execution of a
      Stock Award Agreement substantially in the form attached hereto as
      Exhibit C.

	 	 	 
	 	(ii) 	
      Restricted Stock Purchase Offer. A Grant of a
      Restricted Stock Purchase Offer under the Plan shall be subject to such
      (i) vesting contingencies related to the Participant's continued
      association with the Company for a specified time and (ii) other specified
      conditions as the Board or Committee shall determine, in their sole
      discretion, consistent with the provisions of the Plan. All Restricted
      Stock Purchase Offers shall be made pursuant to a Restricted Stock
      Purchase Offer substantially in the form attached hereto as Exhibit
      D.




	 	(b) 	
      Conditions and Restrictions. Shares of Stock which
      Participants may receive as a Stock Award under a Stock Award Agreement or
      Restricted Stock Purchase Offer under a Restricted Stock Purchase Offer
      may include such restrictions as the Board or Committee, as applicable,
      shall determine, including restrictions on transfer, repurchase rights,
      right of first refusal, and forfeiture provisions. When transfer of Stock
      is so restricted or subject to forfeiture provisions it is referred to as
      "Restricted Stock". Further, with Board or Committee approval,
      Stock Awards or Restricted Stock Purchase Offers may be deferred, either
      in the form of installments or a future lump sum distribution. The Board
      or Committee may permit selected Participants to elect to defer
      distributions of Stock Awards or Restricted Stock Purchase Offers in
      accordance with procedures established by the Board or Committee to assure
      that such deferrals comply with applicable requirements of the Code
      including, at the choice of Participants, the capability to make further
      deferrals for distribution after retirement. Any deferred distribution,
      whether elected by the Participant or specified by the Stock Award
      Agreement, Restricted Stock Purchase Offers or by the Board or Committee,
      may require the payment be forfeited in accordance with the provisions of
      Section 6(c). Dividends or dividend equivalent rights may be extended to
      and made part of any Stock Award or Restricted Stock Purchase Offers
      denominated in Stock or units of Stock, subject to such terms, conditions
      and restrictions as the Board or Committee may
establish.



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	 	(c) 	
      Cancellation and Rescission of Grants. Unless the
      Stock Award Agreement or Restricted Stock Purchase Offer specifies
      otherwise, the Board or Committee, as applicable, may cancel any
      unexpired, unpaid, or deferred Grants at any time if the Participant is
      not in compliance with all other applicable provisions of the Stock Award
      Agreement or Restricted Stock Purchase Offer, the Plan and with the
      following conditions:




	 	(i) 	
      A Participant shall not render services for any
      organization or engage directly or indirectly in any business which, in
      the judgment of the chief executive officer of the Company or other senior
      officer designated by the Board or Committee, is or becomes competitive
      with the Company, or which organization or business, or the rendering of
      services to such organization or business, is or becomes otherwise
      prejudicial to or in conflict with the interests of the Company. For
      Participants whose employment has terminated, the judgment of the chief
      executive officer shall be based on the Participant's position and
      responsibilities while employed by the Company, the Participant's post-
      employment responsibilities and position with the other organization or
      business, the extent of past, current and potential competition or
      conflict between the Company and the other organization or business, the
      effect on the Company's customers, suppliers and competitors and such
      other considerations as are deemed relevant given the applicable facts and
      circumstances. A Participant who has retired shall be free, however, to
      purchase as an investment or otherwise, stock or other securities of such
      organization or business so long as they are listed upon a recognized
      securities exchange or traded over- the-counter, and such investment does
      not represent a substantial investment to the Participant or a greater
      than ten percent (10%) equity interest in the organization or
    business.




	 	(ii) 	
      A Participant shall not, without prior written
      authorization from the Company, disclose to anyone outside the Company, or
      use in other than the Company's business, any confidential information or
      material, as defined in the Company's Proprietary Information and
      Invention Agreement or similar agreement regarding confidential
      information and intellectual property, relating to the business of the
      Company, acquired by the Participant either during or after employment
      with the Company.





	 	
      (iii) 
	
      A Participant, pursuant to the Company's Proprietary
      Information and Invention Agreement, shall disclose promptly and assign to
      the Company all right, title and interest in any invention or idea,
      patentable or not, made or conceived by the Participant during employment
      by the Company, relating in any manner to the actual or anticipated
      business, research or development work of the Company and shall do
      anything reasonably necessary to enable the Company to secure a patent
      where appropriate in the United States and in foreign countries.
  





	 	(iv) 	
      Upon exercise, payment or delivery pursuant to a Grant,
      the Participant shall certify on a form acceptable to the Committee that
      he or she is in compliance with the terms and conditions of the Plan.
      Failure to comply with all of the provisions of this Section 6(c) prior
      to, or during the six months after, any exercise, payment or delivery
      pursuant to a Grant shall cause such exercise, payment or delivery to be
      rescinded. The Company shall notify the Participant in writing of any such
      rescission within two years after such exercise, payment or delivery.
      Within ten days after receiving such a notice from
the



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Company, the Participant shall pay to
the Company the amount of any gain realized or payment received as a result of
the rescinded exercise, payment or delivery pursuant to a Grant. Such payment
shall be made either in cash or by returning to the Company the number of shares
of Stock that the Participant received in connection with the rescinded
exercise, payment or delivery. 

	 	(d) 	
      Nonassignability.




	 	(i) 	
      Except pursuant to Section 6(e)(iii) and except as set
      forth in Section 6(d)(ii), no Grant or any other benefit under the Plan
      shall be assignable or transferable, or payable to or exercisable by,
      anyone other than the Participant to whom it was granted.

	 	 	 
	 	(ii) 	
      Where a Participant terminates employment and retains a
      Grant pursuant to Section 6(e)(ii) in order to assume a position with a
      governmental, charitable or educational institution, the Board or
      Committee, in its discretion and to the extent permitted by law, may
      authorize a third party (including but not limited to the trustee of a
      "blind" trust), acceptable to the applicable governmental or institutional
      authorities, the Participant and the Board or Committee, to act on behalf
      of the Participant with regard to such Awards.




	 	(e) 	
      Termination of Employment. If the employment or
      service to the Company of a Participant terminates, other than pursuant to
      any of the following provisions under this Section 6(e), all unexercised,
      deferred and unpaid Stock Awards or Restricted Stock Purchase Offers shall
      be cancelled immediately, unless the Stock Award Agreement or Restricted
      Stock Purchase Offer provides otherwise:




	 	(i) 	
      Retirement Under a Company Retirement Plan. When a
      Participant's employment terminates as a result of retirement in
      accordance with the terms of a Company retirement plan, the Board or
      Committee may permit Stock Awards or Restricted Stock Purchase Offers to
      continue in effect beyond the date of retirement in accordance with the
      applicable Grant Agreement and the exercisability and vesting of any such
      Grants may be accelerated.

	 	 	 
	 	(ii) 	
      Rights in the Best Interests of the Company. When
      a Participant resigns from the Company and, in the judgment of the Board
      or Committee, the acceleration and/or continuation of outstanding Stock
      Awards or Restricted Stock Purchase Offers would be in the best interests
      of the Company, the Board or Committee may (i) authorize, where
      appropriate, the acceleration and/or continuation of all or any part of
      Grants issued prior to such termination and (ii) permit the exercise,
      vesting and payment of such Grants for such period as may be set forth in
      the applicable Grant Agreement, subject to earlier cancellation pursuant
      to Section 9 or at such time as the Board or Committee shall deem the
      continuation of all or any part of the Participant's Grants are not in the
      Company's best interest.

	 	 	 
	 	(iii) 	
      Death or Disability of a
  Participant.




	 	(1) 	
      In the event of a Participant's death, the Participant's
      estate or beneficiaries shall have a period up to the expiration date
      specified in the Grant Agreement within



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      which to receive or exercise any outstanding Grant held
      by the Participant under such terms as may be specified in the applicable
      Grant Agreement. Rights to any such outstanding Grants shall pass by will
      or the laws of descent and distribution in the following order: (a) to
      beneficiaries so designated by the Participant; if none, then (b) to a
      legal representative of the Participant; if none, then (c) to the persons
      entitled thereto as determined by a court of competent jurisdiction.
      Grants so passing shall be made at such times and in such manner as if the
      Participant were living.

	 	 	 
	 	(2) 	
      In the event a Participant is deemed by the Board or
      Committee to be unable to perform his or her usual duties by reason of
      mental disorder or medical condition which does not result from facts
      which would be grounds for termination for cause, Grants and rights to any
      such Grants may be paid to or exercised by the Participant, if legally
      competent, or a committee or other legally designated guardian or
      representative if the Participant is legally incompetent by virtue of such
      disability.

	 	 	 
	 	(3) 	
      After the death or disability of a Participant, the Board
      or Committee may in its sole discretion at any time (1) terminate
      restrictions in Grant Agreements; (2) accelerate any or all installments
      and rights; and (3) instruct the Company to pay the total of any
      accelerated payments in a lump sum to the Participant, the Participant's
      estate, beneficiaries or representative; notwithstanding that, in the
      absence of such termination of restrictions or acceleration of payments,
      any or all of the payments due under the Grant might ultimately have
      become payable to other beneficiaries.

	 	 	 
	 	(4) 	
      In the event of uncertainty as to interpretation of or
      controversies concerning this Section 6, the determinations of the Board
      or Committee, as applicable, shall be binding and
  conclusive.




	7. 	
      Investment Intent. All Grants under the Plan are intended
      to be exempt from registration under the Securities Act provided by Rule
      701 thereunder. Unless and until the granting of Options or sale and
      issuance of Stock subject to the Plan are registered under the Securities
      Act or shall be exempt pursuant to the rules promulgated thereunder, each
      Grant under the Plan shall provide that the purchases or other
      acquisitions of Stock thereunder shall be for investment purposes and not
      with a view to, or for resale in connection with, any distribution
      thereof. Further, unless the issuance and sale of the Stock have been
      registered under the Securities Act, each Grant shall provide that no
      shares shall be purchased upon the exercise of the rights under such Grant
      unless and until (i) all then applicable requirements of state and federal
      laws and regulatory agencies shall have been fully complied with to the
      satisfaction of the Company and its counsel, and (ii) if requested to do
      so by the Company, the person exercising the rights under the Grant shall
      (i) give written assurances as to knowledge and experience of such person
      (or a representative employed by such person) in financial and business
      matters and the ability of such person (or representative) to evaluate the
      merits and risks of exercising the Option, and (ii) execute and deliver to
      the Company a letter of investment intent and/or such other form related
      to applicable exemptions from registration, all in such form and substance
      as the Company may require. If shares are issued upon exercise of any
      rights under a Grant without registration under the Securities Act,
      subsequent registration of such shares shall relieve the purchaser thereof
      of any investment restrictions or representations made upon the exercise
      of such rights.



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	8. 	
      Amendment, Modification, Suspension or Discontinuance of
      the Plan. The Board may, insofar as permitted by law, from time to time,
      with respect to any shares at the time not subject to outstanding Grants,
      suspend or terminate the Plan or revise or amend it in any respect
      whatsoever, except that without the approval of the shareholders of the
      Company, no such revision or amendment shall (i) increase the number of
      shares subject to the Plan, (ii) decrease the price at which Grants may be
      granted, (iii) materially increase the benefits to Participants, or (iv)
      change the class of persons eligible to receive Grants under the Plan;
      provided, however, no such action shall alter or impair the rights and
      obligations under any Option, or Stock Award, or Restricted Stock Purchase
      Offer outstanding as of the date thereof without the written consent of
      the Participant thereunder. No Grant may be issued while the Plan is
      suspended or after it is terminated, but the rights and obligations under
      any Grant issued while the Plan is in effect shall not be impaired by
      suspension or termination of the Plan.



          In the
event of any change in the outstanding Stock by reason of a stock split, stock
dividend, combination or reclassification of shares, recapitalization, merger,
or similar event, the Board or the Committee may adjust proportionally (a) the
number of shares of Stock (i) reserved under the Plan, (ii) available for
Incentive Stock Options and Nonstatutory Options and (iii) covered by
outstanding Stock Awards or Restricted Stock Purchase Offers; (b) the Stock
prices related to outstanding Grants; and (c) the appropriate Fair Market Value
and other price determinations for such Grants. In the event of any other change
affecting the Stock or any distribution (other than normal cash dividends) to
holders of Stock, such adjustments as may be deemed equitable by the Board or
the Committee, including adjustments to avoid fractional shares, shall be made
to give proper effect to such event. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, the Board or the Committee shall be authorized to issue or assume
stock options, whether or not in a transaction to which Section 424(a) of the
Code applies, and other Grants by means of substitution of new Grant Agreements
for previously issued Grants or an assumption of previously issued Grants. 

	9. 	
      Tax Withholding. The Company shall have the right to
      deduct applicable taxes from any Grant payment and withhold, at the time
      of delivery or exercise of Options, Stock Awards or Restricted Stock
      Purchase Offers or vesting of shares under such Grants, an appropriate
      number of shares for payment of taxes required by law or to take such
      other action as may be necessary in the opinion of the Company to satisfy
      all obligations for withholding of such taxes. If Stock is used to satisfy
      tax withholding, such stock shall be valued based on the Fair Market Value
      when the tax withholding is required to be made.

	 	 
	10. 	
      Availability of Information. During the term of the Plan
      and any additional period during which a Grant granted pursuant to the
      Plan shall be exercisable, the Company shall make available, not later
      than one hundred and twenty (120) days following the close of each of its
      fiscal years, such financial and other information regarding the Company
      as is required by the bylaws of the Company and applicable law to be
      furnished in an annual report to the shareholders of the
Company.

	 	 
	11. 	
      Notice. Any written notice to the Company required by any
      of the provisions of the Plan shall be addressed to the chief personnel
      officer or to the chief executive officer of the Company,
  and



- 13 - 





		
      shall become effective when it is received by the office
      of the chief personnel officer or the chief executive officer.

	 	 
	12. 	
      Indemnification of Board. In addition to such other
      rights or indemnifications as they may have as directors or otherwise, and
      to the extent allowed by applicable law, the members of the Board and the
      Committee shall be indemnified by the Company against the reasonable
      expenses, including attorneys' fees, actually and necessarily incurred in
      connection with the defense of any claim, action, suit or proceeding, or
      in connection with any appeal thereof, to which they or any of them may be
      a party by reason of any action taken, or failure to act, under or in
      connection with the Plan or any Grant granted thereunder, and against all
      amounts paid by them in settlement thereof (provided such settlement is
      approved by independent legal counsel selected by the Company) or paid by
      them in satisfaction of a judgment in any such claim, action, suit or
      proceeding, except in any case in relation to matters as to which it shall
      be adjudged in such claim, action, suit or proceeding that such Board or
      Committee member is liable for negligence or misconduct in the performance
      of his or her duties; provided that within sixty (60) days after
      institution of any such action, suit or Board proceeding the member
      involved shall offer the Company, in writing, the opportunity, at its own
      expense, to handle and defend the same.

	 	 
	13. 	
      Governing Law. The Plan and all determinations made and
      actions taken pursuant hereto, to the extent not otherwise governed by the
      Code or the securities laws of the United States, shall be governed by the
      law of the State of New York and construed accordingly.

	 	 
	14. 	
      Effective and Termination Dates. The Plan shall become
      effective on the date it is approved by the holders of a majority of the
      shares of Stock then outstanding. The Plan shall terminate ten years
      later, subject to earlier termination by the Board pursuant to Section
      8.



          The
foregoing 2005 Incentive Stock Plan (consisting of 14 pages, including this
page) was duly adopted and approved by the Board of Directors on February 16,
2005. 

ARGENTEX MINING CORPORATION 
a
Nevada corporation 


	 	By: 	/s/ CHRISTOPHER DYAKOWSKI
    
	 	  	Christopher Dyakowski 
	 	Its: 	Chief Executive Officer
  


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