Argentex Mining Corporation - Exhibit 4.8 - Filed by newsfilecorp.com






INDEPENDENT CONTRACTOR AGREEMENT 

This Agreement is dated effective the 1st day of March, 2012.


BETWEEN: 


  
    
      
        ARGENTEX MINING CORPORATION, a corporation continued
          under the laws of the Province of British Columbia and having an office
          for business located at Suite 835, 1100 Melville Street, Vancouver,
          British Columbia V6E 4A6 

        (the "Company") 

      

    

  



AND: 


  
    
      
        ARISTON CAPITAL, a company incorporated under
          the laws of the Province of British Columbia with an address of 36198
          Auguston Pky S., Abbotsford, British Columbia Canada V3G 2Y9 

        ("Contractor") 

      

    

  



AND: 


  
    
      
        PETER A. BALL, an individual resident of the
          Province of British Columbia with an address of 36198 Auguston Pky S.,
          Abbotsford, British Columbia Canada V3G 2Y9 

        ("Ball") 

      

    

  



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 Argentina and
      in Canada.

	 	 
	B. 	
      The Company wishes to obtain and the Contractor wishes to
      provide certain services to the Company on the terms and conditions
      contained in this Agreement.

	 	 
	C. 	
      Ball desires to join in this Agreement for the purposes
      expressed.



NOW THEREFORE in consideration of the premises, the
mutual covenants and agreements hereinafter set forth and for other good and
valuable consideration, the parties hereby covenant and agree as follows: 

	1. 	
      DEFINITIONS

	 	 
		
      For the purposes of this Agreement (including the
      Schedules hereto), the following terms will have the following
      meanings:

	 	 
	1.1 	
      "Board" means the Board of Directors of the
      Company;







2 

	1.2 	
      “Bonus Base” means the sum of $180,000;

	 	 	 
	1.3 	
      "Cause" means:

	 	 	 
		(a) 	
      failure of the Contractor and/or Ball to observe or
      perform any of the material covenants and obligations imposed by this
      Agreement;

	 	 	 
		(b) 	
      failure of the Contractor and/or Ball to observe any of
      the covenants and obligations hereunder that are not material, if the
      Contractor and/or Ball does not remedy such failure within a reasonable
      time after receiving written notice thereof;

	 	 	 
		(c) 	
      fraud, dishonesty, gross negligence or willful
      malfeasance in connection with the Contractor's and/or Ball's performance
      of the Consulting Services; or

	 	 	 
		(d) 	
      the conviction of the Contractor and/or Ball in respect
      of a crime involving moral turpitude;




	1.4 	
      "Change of Control" means:

	 	 	 
		1.4.1 	
      the acquisition, after the date of this Agreement and
      excluding any acquisitions from the Company, by any "person" [as defined
      in Section 1(1) of the Securities Act (British Columbia) of the
      direct or indirect ownership of 50% or more of either the then outstanding
      shares of common stock of the Company or the combined voting power of the
      then outstanding voting securities of the Company entitled to vote
      generally in the election of directors, which causes a change in the
      control of the Board resulting from the election by the shareholders of
      the Company of less than a majority of the persons nominated for election
      by management of the Company;

	 	 	 
		1.4.2 	
      the approval by the stockholders of the Company of a
      reorganization, merger or consolidation of the Company in which the
      individuals and entities who were the respective beneficial owners of the
      common stock and voting securities of the Company immediately prior to
      such reorganization, merger or consolidation do not, following such
      reorganization, merger or consolidation, beneficially own, directly or
      indirectly, 50% or more, respectively, of the then outstanding shares of
      common stock and the combined voting power of the then outstanding voting
      securities entitled to vote generally in the election of directors, as the
      case may be, of the corporation resulting from such reorganization, merger
      or consolidation; or

	 	 	 
		1.4.3 	
      a liquidation or dissolution of the Company or the sale
      or other disposition of all of the assets of the
Company;




	1.5 	
      "Common Shares" means shares of common stock of
      the Company;

	 	 
	1.6 	
      "Confidential Information" means information,
      whether or not originated by the Contractor or Ball, that relates to the
      business or affairs of the Company, its affiliates, clients or suppliers
      and is confidential or proprietary to, about or created by the Company,
      its affiliates, clients, or suppliers. Confidential Information includes,
      but is not limited to, the following types of confidential information and
      other proprietary information of a similar nature (whether or not
reduced to writing or designated or marked as confidential): 








3 

	 	1.6.1 	
      the Company's mineral properties, exploration results,
      estimated economic reserves, feasibility of mining the properties, as well
      as information relating to strategies, research, communications, business
      plans, and financial data of the Company and any information of the
      Company which is not readily publicly available;

	 	 	 
	 	1.6.2 	
      work product resulting from or related to work or
      projects performed for or to be performed for the Company or its
      affiliates, including but not limited to, the methods, processes,
      procedures, analysis, techniques and audits used in connection
      therewith;

	 	 	 
	 	1.6.3 	
      any intellectual property contributed to the Company, and
      any other technical and business information of the Company, its
      subsidiaries and affiliates which is of a confidential, trade secret
      and/or proprietary character;

	 	 	 
	 	1.6.4 	
      internal Company personnel and financial information,
      supplier names and other supplier information, purchasing and internal
      cost information, internal services and operational manuals, and the
      manner and method of conducting the Company's business;

	 	 	 
	 	1.6.5 	
      marketing and development plans, price and cost data,
      price and fee amounts, pricing and billing policies, quoting procedures,
      marketing techniques and methods of obtaining business, forecasts and
      forecast assumptions and volumes, current and prospective client lists,
      and future plans and potential strategies of the Company that have been or
      are being discussed; and

	 	 	 
	 	1.6.6 	
      all information that becomes known to the Contractor
      and/or Ball as a result of this Agreement or the services performed
      hereunder that the Contractor and/or Ball, acting reasonably, believes is
      confidential information or that the Company takes measures to
    protect.



Confidential Information does not
include: 

	 	1.6.7 	
      the general skills and experience gained by the
      Contractor and/or Ball during the Contractor's provision of the Consulting
      Services to the Company that the Contractor could reasonably have been
      expected to acquire in similar retainers or engagements with other
      companies;

	 	 	 
	 	1.6.8 	
      information publicly known without breach of this
      Agreement or similar agreements; or

	 	 	 
	 	1.6.9 	
      information, the disclosure of which by the Contractor is
      required to be made by any law, regulation or governmental authority or
      legal process of discovery (to the extent of the requirement), provided
      that before disclosure is made, notice of the requirement is provided to
      the Company, and to the extent reasonably possible in the circumstances,
      the Company is afforded an opportunity to dispute the
  requirement.







4 

	1.7 	
      "Consulting Effective Date" means the date of this
      Agreement as shown on the first page hereof;

	 	 	 
	1.8 	
      "Consulting Fee" means the sum of CDN $15,000 per
      month;

	 	 	 
	1.9 	
      "Consulting Services" means such services as are
      consistent with those ordinarily provided by an Executive Vice President -
      Corporate Development, including the duties and responsibilities set out
      at Schedule A hereto as well as such other duties and responsibilities as
      may be reasonably required of Ball from time-to-time either in respect of
      the foregoing or otherwise by the President or the Board with respect to
      the Company and, if requested by the President or the Board, to any and
      all of its subsidiaries from time to time;

	 	 	 
	1.10 	
      "Consulting Anniversary Date" means the first
      anniversary of the date of this Agreement as shown on the first
    page;

	 	 	 
	1.11 	
      "Consulting Termination Date" means the first
      anniversary of the date of this Agreement as shown on the first
    page;

	 	 	 
	1.12 	
      "Directors" means the Directors of the Company,
      and "Director" means any one of them;

	 	 	 
	1.13 	
      "GST" means Goods and Services Tax;

	 	 	 
	1.14 	
      "HST" means Harmonized Sales Tax;

	 	 	 
	1.15 	
      "OTC-BB" means the over-the-counter bulletin board
      operated by the Financial Industry Regulatory Authority (FINRA);

	 	 	 
	1.16 	
      "Stock Option Agreement" means an agreement on the
      Company's standard form of stock option agreement;

	 	 	 
	1.17 	
      "Stock Option Plan" means the Argentex Mining
      Corporation Stock Option Plan adopted by the Company on November 10, 2007,
      and any successor stock option plan that may be adopted by the
      shareholders of the Company from time-to-time after the Consulting
      Effective Date;

	 	 	 
	1.18 	
      "Stock Options" means options to purchase Common
      Shares that may be granted under the Stock Option Plan as described at
      Paragraph 3.2 herein;

	 	 	 
	1.19 	
      "TSX-V" means the TSX Venture Exchange.

	 	 	 
	1.20 	
      "Termination Fee" means a lump sum equal to the
      Consulting Fee (plus any applicable value added tax) for any of:

	 	 	 
		(i) 	
      nine months plus one month for each year of service to
      the termination date;

	 	 	 
		(ii) 	
      the remainder of the Term; or

	 	 	 
		(iii) 	
      two months for each year that the Contractor has provided
      service to the Company since March 11, 2011,







5 

		
      whichever is greater.

	 	 	 
	1.21 	
      "Vacation Time" means the Contractor's entitlement
      not to provide the Consulting Services for up to 20 business days in each
      calendar year and does not include weekends or statutory
  holidays.

	 	 	 
	2. 	
      SERVICES TO BE PROVIDED

	 	 	 
	2.1 	
      This Agreement and each of its terms are subject
    to:

	 	 	 
		2.1.1 	
      the approval of or acceptance by the TSX-V if such
      approval or acceptance is required; or

	 	 	 
		2.1.2 	
      the absence of any objections by the TSX-V if approval of
      or acceptance by the TSX-V is not required.




		
      If the TSX-V objects to any clause or term of this
      Agreement, such clause or term will be curtailed and limited only to the
      extent necessary to bring it within the requirements of the TSX-V and the
      remainder of this Agreement will not be affected thereby, and each term,
      provision, covenant, and condition of this Agreement will be and remain
      valid and enforceable to the fullest extent permitted by law.

	 	 	 
	2.2 	
      Effective on the Consulting Effective Date, the
      Contractor will cause Ball to provide the Consulting Services to the
      Company and will ensure that Ball:

	 	 	 
		2.2.1 	
      devotes sufficient working time, attention, ability and
      expertise to successfully provide the Consulting Services to the Company
      in a timely manner; and

	 	 	 
		2.2.2 	
      faithfully serves the Company and uses his best efforts
      to promote the best interests of the Company

	 	 	 
	2.3 	
      The Contractor and Ball will report directly to the CEO
      and will keep the CEO informed of all matters concerning the Consulting
      Services as requested from time to time.




	3. 	
      REMUNERATION, EXPENSES AND INDEMNITY

	 	 	 
	3.1 	
      Remuneration – Consulting Fees

	 	 	 
		3.1.1 	
      Subject to Paragraphs 3.1.2 and Section 4, below, from
      the Consulting Effective Date to the Consulting Termination Date, the
      Company will pay the Contractor the Consulting Fee. The Company, as it may
      determine from time to time in its sole discretion, may grant the
      Contractor an increase in the Contractor Fee.

	 	 	 
		3.1.2 	
      The remuneration referred to in Paragraph 3.1.1 will be
      payable at the end of each month upon receipt of an invoice, and does not
      include applicable taxes. To the extent that the Contractor is required to
      remit PST, GST, HST or any similar service tax, the Contractor will show
      the applicable tax amount as a separate line item on the Contractor's
      invoice for services and provide the Company with the Contractor's PST,
      GST, HST or other applicable registrant
number.







6 

	3.2 	
      Remuneration – Stock Options

	 	 	 
		3.2.1 	
      At the sole and absolute discretion of the Board and
      subject to compliance with the Stock Option Plan, all applicable laws,
      regulations and rules of any governmental authority, quotation system or
      stock exchange, and subject further to approval by the TSX-V if required,
      the Company may grant Stock Options to Ball from time-to-time during the
      term of this Agreement but nothing in this Agreement shall obligate the
      Company to do so. If granted, Stock Options shall have an exercise price
      of not less than the closing price, last sale of the day, on the TSX V on
      the date the Stock Options are granted.

	 	 	 
		3.2.2 	
      Any Stock Options granted to Ball during the term of this
      Agreement will vest as determined by the Board, acting in its sole and
      absolute discretion, and in accordance with the Stock Option
  Plan.

	 	 	 
		3.2.3 	
      Any Stock Options granted to Ball during the term of this
      Agreement shall be subject to the terms of the Stock Option Plan, as the
      same may be amended from time to time, and the Stock Option Agreement. In
      the event of any inconsistency among this Agreement, the Stock Option
      Agreement and the Stock Option Plan, the terms of the Stock Option Plan
      and the Stock Option Agreement will control, in descending order (for
      clarity, in the event of any inconsistency between the Stock Option Plan
      and the Stock Option Agreement, the terms of the Stock Option Plan will
      control).

	 	 	 
	3.3 	
      Remuneration - Incentive Bonus

	 	 	 
		3.3.1 	
      The Contractor shall be eligible to receive an annual
      bonus of up to ten percent (10%) of the Bonus Base in recognition of
      exemplary performance of the Consulting Services during the term of this
      Agreement (the "Performance Bonus"). Both the decision to pay a
      Performance Bonus and the amount of a Performance Bonus, if any is to be
      paid, shall be at the discretion of the Board.

	 	 	 
	3.4 	
      Expenses

	 	 	 
		3.4.1 	
      The Contractor will be responsible for all costs
      associated with the performance of the Consulting Services, except as
      noted in Paragraphs 3.4.2 through 3.4.4 below.

	 	 	 
		3.4.2 	
      Unless otherwise agreed by the parties, the Consulting
      Services will be provided at the Company's office located in Vancouver,
      British Columbia. The Company must provide office space, equipment
      (including necessary computing equipment and software), furniture and
      supporting personnel at the Company's premises to the Contractor at no
      cost to the Contractor.

	 	 	 
		3.4.3 	
      In the event that the parties agree that the Consulting
      Services will be provided at a location other than Vancouver, British
      Columbia, the Company will pay to the Contractor all reasonable moving
      expenses incurred by the Contractor.

	 	 	 
		3.4.4 	
      The Contractor will be reimbursed by the Company for out
      of pocket expenses incurred on behalf of the Company in the course of
      providing the Services, as supported by copies of receipts and other
      documentation.







7 

	3.5 	
      Indemnity by Company

	 	 
		
      The Company agrees to indemnify each of the Contractor
      and Ball from and against any and all actions, causes of action, claims,
      demands or other proceedings made against either or both of the Contractor
      or Ball in the course of or as a result of this Agreement on and subject
      to the terms of the Indemnification Agreement attached to this Agreement
      as Schedule B.

	 	 
	4. 	
      TERM, RENEWAL AND TERMINATION

	 	 
	4.1 	
      Term

	 	 
		
      This Agreement will commence on the Consulting Effective
      Date, and, unless otherwise terminated under this Section 4, will expire
      on the Consulting Termination Date.

	 	 
	4.2 	
      Renewal

	 	 
		
      The initial term will automatically renew for an
      additional twelve (12) month term unless either party gives thirty (30)
      days' written notice to the other of its intention not to renew this
      Agreement.

	 	 
	4.3 	
      Termination




	 	4.3.1 	
      Notwithstanding Paragraph 4.1, this Agreement will be
      terminated:

	 	 	 	 	 
	 		(a) 	
      without Cause by the Company, upon payment by the Company
      to the Contractor of the Termination Fee;

	 	 	 	 	 
	 		(b) 	
      without Cause by the Contractor, upon thirty (30) days'
      written notice from the Contractor to the Company; or

	 	 	 	 	 
	 		(c) 	
      with Cause by the Company, immediately upon the Company
      giving notice in writing to the Contractor, which notice must state the
      nature and substance of the Cause.

	 	 	 	 	 
	 	4.3.2 	
      Upon the expiration or earlier termination of this
      Agreement for any reason:

	 	 	 	 	 
	 		(a) 	
      the Company must immediately pay to the Contractor all
      accrued and unpaid portions of the Consulting Fees due up to the date of
      expiration or termination as well as any Expenses properly incurred prior
      to the date of expiration or termination;

	 	 	 	 	 
	 		(b) 	
      the Contractor must, upon receipt of all sums due and
      owing, promptly deliver the following in accordance with the directions of
      the Company:

	 	 	 	 	 
	 			(i) 	
      a final accounting, reflecting the balance of expenses
      incurred on behalf of the Company as of the date of expiration or
      termination;

	 	 	 	 	 
	 			(ii) 	
      all documents pertaining to the Company or this
      Agreement, including but not limited to all books of account,
      correspondence and contracts; and







8 

	 	(iii) 	
      all equipment and any other property belonging to the
      Company.




	4.4 	
      Termination – Change of Control

	 	 	 
		
      If, within nine (9) months after the occurrence of a
      Change of Control, the Company terminates this Agreement for any reason
      other than for Cause, the Company must pay an amount equal to 200% of the
      Termination Fee to the Contractor, together with any bonuses due for the
      year.

	 	 	 
	5. 	
      INDEPENDENT CONTRACTOR RELATIONSHIP

	 	 	 
	5.1 	
      It is expressly agreed that the Contractor is acting as
      an independent contractor in performing the Consulting Services under this
      Agreement.

	 	 	 
	5.2 	
      Ball will, subject to Vacation Time, be available to the
      Company during substantially all of his working hours.

	 	 	 
	5.3 	
      The Contractor is not precluded from acting in any other
      capacity for any other person, firm or company provided that it does not,
      in the reasonable opinion of the Board, conflict with the Contractor's
      duties to the Company while providing the Consulting Services.

	 	 	 
	5.4 	
      The Contractor and Ball, jointly and severally, represent
      and warrant to the Company that:

	 	 	 
		5.4.1 	
      each of the Contractor and Ball has the right to perform
      the Consulting Services without violation of its obligations to
    others;

	 	 	 
		5.4.2 	
      neither of the Contractor or Ball is bound by any
      agreement or obligation to any other party that will conflict with their
      respective obligations as a Contractor of the Company; and

	 	 	 
		5.4.3 	
      all advice, information, and documents provided by each
      of the Contractor and Ball to the Company in the course of providing the
      Consulting Services may be used fully and freely by the Company, unless
      the Contractor or Ball otherwise advises the Company orally or in writing
      at the time of communication of such information (e.g. information
      provided by the Contractor or Ball on a confidential or non-attribution
      basis).




	5.5 	
      The remuneration set out at Section 3 herein will be the
      whole of the compensation to the Contractor and Ball for providing the
      Consulting Services. For avoidance of doubt, the Company will not pay any
      contribution to Canada Pension Plan, employment insurance, or federal and
      provincial withholding taxes, or provide any other contributions or
      benefits, or similar amounts under any federal, provincial or state laws,
      which might be expected in an employer-employee relationship, as
      compensation for the Consulting Services.

	 	 
	5.6 	
      The Contractor is solely responsible for the Contractor's
      registration and payment of assessments for coverage for Ball or the
      Contractor with WorkSafeBC or similar requirements under federal,
      provincial or state laws of other jurisdictions, while the Contractor or
      Ball is providing the Consulting Services. If requested by the Company,
      the Contractor will provide proof of coverage.







9 

	5.7 	
      The Contractor and Ball jointly and severally indemnify
      the Company against, and agree to hold it harmless from, all losses,
      claims, actions, damages, charges, taxes, penalties, assessments or
      demands (including reasonable legal fees and expenses) which may be made
      by the Canada Revenue Agency, Employment Insurance Plan, the Canada
      Pension Plan, the Workers Compensation Plan, or related plans or
      organizations, or similar bodies or plans under federal, provincial or
      state laws in other jurisdictions, requiring the Company, Ball or the
      Contractor to pay an amount under the applicable statutes and regulations
      in relation to any Consulting Services provided to the Company pursuant to
      this Agreement. This paragraph will survive the expiration or earlier
      termination of this Agreement.

	 	 	 
	6. 	
      CONFIDENTIAL INFORMATION

	 	 	 
	6.1 	
      All Confidential Information, whether it is developed by
      Ball and/or the Contractor during this consulting retainer or by others
      employed or engaged by or associated with the Company or its affiliates or
      clients, is the exclusive and confidential property of the Company or its
      affiliates or clients, as the case may be, and will at all times be
      regarded, treated and protected as such, as provided in this
    Agreement.

	 	 	 
	6.2 	
      As a consequence of the acquisition of Confidential
      Information, the Contractor and Ball will occupy a position of trust and
      confidence with respect to the affairs and business of the Company. In
      view of the foregoing, it is reasonable and necessary for the Contractor,
      joined by Ball, to make the following covenants regarding the conduct of
      each of the Contractor and Ball during and subsequent to the Contractor's
      retainer by the Company:

	 	 	 
		6.2.1 	
      At all times during and subsequent to the Contractor's
      retainer with the Company, neither the Contractor nor Ball will disclose
      Confidential Information to any person other than as necessary in carrying
      out the Consulting Services, or as may be required by applicable law or
      legal process of discovery, without first obtaining the Company's consent,
      and the Contractor and Ball will each take all reasonable precautions to
      prevent inadvertent disclosure of any Confidential Information disclosed
      by the Company to him. This prohibition includes, but is not limited to,
      disclosing or confirming the fact that any similarity exists between the
      Confidential Information and any other information.

	 	 	 
		6.2.2 	
      At all times during and subsequent to the Contractor's
      retainer with the Company, neither the Contractor nor Ball will use, copy,
      transfer or destroy any Confidential Information other than as necessary
      in carrying out the Consulting Services, or as may be required by
      applicable law or process of discovery, without first obtaining the
      Company's consent and the Contractor and Ball will each take all
      reasonable precautions to prevent inadvertent use, copying, transfer or
      destruction of any Confidential Information disclosed by the Company to
      either or both of them.

	 	 	 
		6.2.3 	
      Within ten (10) business days after the expiration or
      termination of the Contractor's retainer for any reason, the Contractor
      and Ball will promptly deliver to the Company all property of or belonging
      to or administered by the Company in its custody, including without
      limitation all Confidential Information that is embodied in any form,
      whether in hard copy or on electronic media.







10 

	 	6.2.4 	
      The provisions of this Section 6 shall survive the
      expiration or earlier termination of this
Agreement.




	6.3 	
      Consent to Enforcement. The Contractor and Ball
      each confirms that all restrictions in this Section 6 are reasonable and
      valid, and any defences to the strict enforcement thereof by the Company
      are waived by the Contractor and Ball. Without limiting the generality of
      the foregoing, the Contractor and Ball each hereby consents to an
      injunction being granted by a court of competent jurisdiction in the event
      that the Contractor or Ball is in breach of any of the provisions
      stipulated in this Section 6. The Contractor and Ball each hereby
      expressly acknowledges and agrees that injunctive relief is an appropriate
      and fair remedy in the event of a breach of any of the said
    provisions.

	 	 	 
	6.4 	
      The Contractor's obligations under this Section 6 will
      remain in effect in accordance with their terms and continue in full force
      and effect despite any breach, repudiation, alleged breach or repudiation,
      expiration or termination of this Agreement. Without limiting the
      foregoing, the Contractor and Ball each agrees that at all times during
      and subsequent to the provision of services to the Company, neither of the
      Contractor or Ball will use or take advantage of the Confidential
      Information for the purpose of:

	 	 	 
		6.4.1 	
      providing similar management and technical services for
      any other company, or

	 	 	 
		6.4.2 	
      for a period of one year after the date of expiration or
      any earlier termination of this Agreement, for staking, or otherwise
      acquiring an interest in mineral properties adjacent to the mineral
      properties that the Company has an actual legal or beneficial interest in,
      or that the Company is considering acquiring a legal or beneficial
      interest in at the time the Consulting Services were performed or this
      Agreement expires or is terminated.




	7. 	
      GENERAL PROVISIONS

	 	 	 
	7.1 	
      Assignability. This Agreement is not assignable by
      either party and the Consulting Services must not be provided by any
      person other than Ball.

	 	 	 
	7.2 	
      Authorization. The Company represents and warrants
      that it is fully authorized and empowered to enter into this Agreement and
      perform its obligations hereunder, and that performance of this Agreement
      will not violate any agreement between the Company and any other person,
      firm or organization nor breach any provisions of its constating documents
      or governing legislation.

	 	 	 
	7.3 	
      No Other Agreement. This Agreement and the
      Schedules hereto cancel and supersede any existing agreement or other
      arrangement between the Company and the Contractor.

	 	 	 
	7.4 	
      Amendment or Waiver

	 	 	 
		7.4.1 	
      This Agreement may not be amended unless such amendment
      is agreed to in writing and signed by the Contractor and an authorized
      officer of the Company.

	 	 	 
		7.4.2 	
      No waiver by either party hereto of any breach by the
      other party hereto of any condition or provision contained in this
      Agreement to be performed by such other  party will be deemed a waiver of any
similar or dissimilar condition or provision. Any waiver must be in writing and
signed by the Contractor or an authorized officer of the Company, as the case
may be. 








11 

	7.5 	
      Compliance with Policies and Laws. The Contractor
      and Ball will each abide by all the Company's policies and procedures,
      including without limitation, the Company's code of conduct. In addition,
      the Contractor and Ball will each abide by all laws applicable to the
      Company, in each jurisdiction that the Company does business, including
      without limitation applicable securities laws, rules and regulations and
      the rules of any stock exchange or market upon which the Common Shares are
      listed or quoted.

	 	 
	7.6 	
      Governing Law. This Agreement will be construed
      and interpreted in accordance with the laws of the Province of British
      Columbia applicable therein, and will be treated in all respects as a
      British Columbia contract. The parties irrevocably attorn to the exclusive
      jurisdiction of the courts of British Columbia with respect to any legal
      proceedings arising under this Agreement.

	 	 
	7.7 	
      Dispute Resolution. Any dispute or controversy
      occurring between the parties hereto relating to the interpretation or
      implementation of any of the provisions of this Agreement will be resolved
      by arbitration. Such arbitration will be conducted by a single arbitrator
      appointed by agreement between the parties, or, in default of agreement,
      such arbitrator will be appointed in accordance with the provisions of the
      Commercial Arbitration Act of British Columbia or any re-enactment
      or amendment thereof. Any arbitration will be held in the City of
      Vancouver. The rules of procedure to be followed will be the domestic
      rules of procedure of the British Columbia International Commercial
      Arbitration Centre then in force. The decision arrived at by the
      arbitrator will be final and binding and no appeal will lie
    therefrom.

	 	 
	7.8 	
      Notices. Any notice in writing required or
      permitted to be given hereunder must be given by registered mail, postage
      prepaid, mailed in British Columbia to the following addresses, or may be
      delivered by courier or personally.




	 	7.8.1 	
      in the case of the Company:

	 	 	 
	 		
      ARGENTEX MINING CORPORATION 
835 - 1100
      Melville Street 
Vancouver, B.C. V6E 4A6
      
Fax:      604.568.1540

	 	 	 
	 	7.8.2 	
      in the case of the Contractor and Ball:

	 	 	 
	 		
      ARISTON CAPITAL

	 	 	 
	 		
      36198 Auguston Pky S., 
Abbotsford, B.C. V3G
  2Y9

	 		
      Attention: Mr. Peter A. Ball



Any notice delivered by courier or personally is effective on
the actual date of delivery. Any notice delivered by mail as aforesaid is deemed
to have been received by the person to whom it is addressed on the 4th business
day after and excluding the date of mailing. Either party may change its address for giving
of notices hereunder by notice in writing to the other party.




12 

	7.9 	
      Independent Legal Advice. The Company has obtained
      legal advice concerning this Agreement and has requested that the
      Contractor and Ball each obtain independent legal advice with respect to
      this Agreement. The Contractor and Ball each hereby represents and
      warrants to the Company that the Contractor and Ball have each 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.

	 	 
	7.10 	
      Severability. If any provision contained herein is
      determined to be void or unenforceable for any reason, in whole or in
      part, it will not be deemed to affect or impair the validity of any other
      provision contained herein and the remaining provisions will remain in
      full force and effect to the fullest extent permissible by law.

	 	 
	7.11 	
      Currency. Except as expressly provided in this
      Agreement, all amounts in this Agreement are stated and will be paid in
      Canadian currency.

	 	 
	7.12 	
      Further Assurances. Each of the Contractor and the
      Company will do, execute and deliver, or will cause to be done, executed
      and delivered, all such further acts, documents and things as the
      Contractor or the Company may reasonably require for the purposes of
      giving effect to this Agreement.

	 	 
	7.13 	
      Counterparts/Facsimile Execution. This Agreement
      may be executed in several counterparts and each counterpart will together
      constitute one original document.

	 	 
	7.14 	
      Parties' Acknowledgement. The parties hereto
      hereby acknowledge that:





	 	7.14.1 	
      sufficient time was provided to review this Agreement
      thoroughly;

	 	 	 
	 	7.14.2 	
      the terms of this Agreement and the obligations hereunder
      have been read and are understood; and

	 	 	 
	 	7.14.3 	
      a copy of this Agreement has been received by each of the
      parties.







13 

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

ARGENTEX MINING CORPORATION 

	Per: 	/s/Richard Thibault 	 
	  	Authorized Signatory 	 


ARISTON CAPITAL 

	Per: 	/s/Peter Ball 	 
	  	Authorized Signatory 	 



	JOINED by PETER A. BALL for the 	) 	  
	reasons expressed above, who signed in 	) 	  
	the presence of: 	) 	  
	  	) 	  
	/s/Angie Ball	) 	  
	Signature 	) 	/s/Peter Ball 
	Angie D Ball	) 	PETER A. BALL 
	Print Name 	) 	  
	Abbotsford, BC	) 	  
	  	) 	  
	Address 	) 	  
	Homemaker	) 	  
	Occupation 	) 	  






SCHEDULE A 

Description of Duties 
EXECUTIVE VP – CORPORATE
DEVELOPMENT 

Without limiting the general services to be provided by the
Executive VP, the Executive VP shall provide the following specific services:


	1. 	
      Work closely with the President to increase institutional
      ownership of equity;

	 	 
	2. 	
      lead fund raising activities by coordinating
      institutional road shows, establishing interaction with leading investment
      bankers, presenting to retail investors and attending industry investment
      conferences and corporate development events, attend and market company at
      key financial, institutional, and retails events where required to
      continue to increase awareness and corporate branding;

	 	 
	3. 	
      Work with the President to organize and attend analyst
      tour(s) for the Company's projects/operations to increase written analyst
      coverage and support;

	 	 
	4. 	
      Work closely with executive management to deliver
      corporate presentations and messaging to key stakeholders and investment
      communities and groups; ensure monthly and quarterly face to face meetings
      with key groups in leading financial centers, increase trading liquidity
      and broaden shareholder base;

	 	 
	5. 	
      Assist management in ensuring the accurate and timely
      reporting of all material changes in the affairs of the Company and the
      material facts related to the Company, in accordance with applicable
      securities legislation and regulations, and assist the President in
      respect of relations with all regulatory agencies, relations with the
      Company's legal service providers and the Company's public and investor
      relations programs;

	 	 
	6. 	
      Successfully maintain corporate presence in industry with
      accurate and up to date information and also maximize exposure through
      continued marketing and branding of the Company; work closely with
      executive management and technical team in the writing and dissemination
      of corporate news/events to investment community

	 	 
	7. 	
      Administer and assist in the coordination of all Company
      non-technical development programs including all administrative and
      financial functions and in the coordination of the services and resources
      that are necessarily incidental thereto;

	 	 
	8. 	
      In coordination with the President assist and carry out
      the preparation and dissemination of Company business and engineering
      reports; in particular communicate with sell side analysts, fund managers,
      retail brokers and all shareholders;

	 	 
	9. 	
      Administer and assist with all other Company support
      services and perform such other activities as are necessary or incidental
      to the Officer's position; and

	 	 
	10. 	
      Conduct and carry out other duties, responsibilities and
      special projects as directed by the President.







SCHEDULE B 

INDEMNIFICATION AGREEMENT 

          THIS
AGREEMENT (“Agreement”) made and entered into as of January 1, 2012 by
and between ARGENTEX MINING CORPORATION (the “Company”), a corporation
continued under the laws of the Province of British Columbia and PETER A. BALL,
a resident of British Columbia (the “Indemnitee”). 

RECITALS: 

          WHEREAS,
competent persons have become more reluctant to serve publicly-held corporations
as directors or officers unless they are provided with adequate protection
through insurance or adequate indemnification against inordinate risks of claims
and actions against them arising out of their service to, and activities on
behalf of, the corporation; and 

          WHEREAS,
it is reasonable and prudent for the Company contractually to indemnify such
persons to the extent set forth in this Agreement in an effort to give them
additional incentive to serve or continue to serve the Company. 

          NOW,
THEREFORE, in consideration of the premises and the covenants contained
herein, the Company and Indemnitee hereby covenant and agree as follows: 

          1.     
Services by Indemnitee. This Agreement shall not be deemed an
employment contract between the Company (or any of its subsidiaries) and
Indemnitee, and it shall continue in force after Indemnitee has ceased to serve
as a director or officer of the Company. 

          2.      Indemnity.
The Company will indemnify Indemnitee under this Section 2 if, by reason of
Indemnitee’s Corporate Status (as hereinafter defined) or by reason of any act
done or not done by Indemnitee by reason of or on account of Indemnitee’s
Corporate Status, Indemnitee is made a party to or a participant in any
Proceeding (as hereinafter defined), other than a Proceeding by or in the right
of the Company. Notwithstanding the foregoing, this indemnity will not apply to
any such Proceeding unless Indemnitee acted in Good Faith. 

          3.     
Indemnification for Other Expenses. In addition to the Indemnity
provided in Section 2, above, the Company will indemnify Indemnitee against all
Expenses (as hereinafter defined) actually and reasonably incurred or suffered
by Indemnitee or on Indemnitee’s behalf if Indemnitee is, by reason of
Indemnitee’s Corporate Status, a witness or otherwise involved in any manner in
any Proceeding to which Indemnitee is not a party; provided that Indemnitee
shall not be entitled to be compensated or reimbursed for the value of
Indemnitee's time spent as such unless (i) Indemnitee no longer serves as an
officer, director, employee or agent of the Company and (ii) Indemnitee has
spent more than ten business days as a witness or other non-party participant in
such Proceeding by reason of Indemnitee’s prior Corporate Status. If Indemnitee
is made a party to such Proceeding, then the provisions of Section 2, above,
will apply in accordance with the terms thereof. 

          4.      Advancement
of Expenses. If permitted by law, the Company may elect to advance all
or any portion of Expenses incurred by or on behalf of Indemnitee in connection
with any Proceeding referred to in Section 2 or 3, above, within ten days after
the receipt by the Company of a statement or statements from Indemnitee
requesting such advance or advances from time to time, together with an undertaking from the
Indemnitee, in form and substance satisfactory to the Company in its sole
discretion, that it will repay such advance or advances to the Company if it is
ultimately determined that the advance(s) were prohibited by law or that the
Indemnitee is not entitled to indemnity in respect of that Proceeding or those
Expenses. Such statement or statements must reasonably evidence the Expenses
incurred by Indemnitee. In furtherance of the foregoing, Indemnitee hereby
undertakes to repay any Expenses advanced if it is ultimately determined by
final judgment of a court of competent jurisdiction that Indemnitee is not
entitled to be indemnified against such Expenses. 




2 

          5.      Procedure
for Determination of Entitlement to Indemnification. 

          (a)      To
obtain indemnification under this Agreement, Indemnitee must submit to the
Company a written request, including therein or therewith such documentation and
information as is reasonably available to Indemnitee and is reasonably necessary
to determine whether and to what extent Indemnitee is entitled to such
indemnification. The Secretary of the Company will, promptly upon receipt of
such a request for indemnification, advise the Board in writing that Indemnitee
has requested indemnification. 

          6.      Notification
and Defense of Proceeding. 

          (a)     
Indemnitee shall promptly notify the Company in writing upon being
served with any summons, citation, subpoena, complaint, indictment, information
or other document relating to any Proceeding that may be subject to
indemnification or advancement of Expenses pursuant to this Agreement, but
subject to the last sentence of Section 6(c), below, the failure so to notify
the Company will not relieve it from any liability that it may have to
Indemnitee. 

          (b)     
In the event Indemnitee notifies the Company of the commencement of a
Proceeding, the Company will be entitled to participate in the Proceeding at its
own expense, and except as otherwise provided below, if the Company so wishes,
it may assume the defense thereof with counsel reasonably satisfactory to
Indemnitee. After notice from the Company to Indemnitee of its election to
assume the defense of any Proceeding, the Company will not be liable to
Indemnitee under this Agreement or otherwise for any Expenses subsequently
incurred by Indemnitee in connection with the defense of such Proceeding other
than reasonable costs of investigation or as otherwise provided below.
Indemnitee shall have the right to retain Indemnitee’s own counsel in such
Proceeding, but Indemnitee shall be obligated to pay all Expenses related
thereto incurred by Indemnitee after notice from the Company of its assumption
of the defense unless: (i) the retention of counsel by Indemnitee has been
authorized by the Company, (ii) there is a conflict of interest between
Indemnitee and the Company in the defense of the Proceeding, or (iii) the
Company shall not within 60 calendar days have retained counsel to assume the
defense of such Proceeding, in each of which cases all Expenses incurred by
Indemnitee in connection with such Proceeding shall be borne by the Company. In
the event separate counsel is retained by Indemnitee pursuant to this Section
6(b), the Company shall cooperate with Indemnitee with respect to the defense of
the Proceeding, including making documents, witnesses and other reasonable
information related to the defense available to Indemnitee and such separate
counsel pursuant to joint-defense agreements or confidentiality agreements, as
appropriate. Notwithstanding any provision herein to the contrary, the Company
shall not be entitled to assume the defense of any Proceeding brought by or on
behalf of the Company. 




3 

          (c)     
The Company shall not be liable to indemnify Indemnitee under this
Agreement or otherwise for any amounts paid in settlement of any Proceeding
effected without the Company’s express prior written consent. The Company shall
not settle any Proceeding in any manner that would impose any penalty, liability
or limitation on Indemnitee without Indemnitee’s prior written consent; provided
that the Company shall not be required to obtain the consent of Indemnitee to
the settlement of any Proceeding the Company has undertaken to defend if the
settlement grants Indemnitee a complete and unqualified release in respect of
the potential liability. The Company shall not be liable for any amount paid by
Indemnitee in settlement of any Proceeding that is not defended by the Company
unless the Company has consented to such settlement. Neither the Company nor
Indemnitee will unreasonably withhold, condition or delay their consent to any
proposed settlement. The Company shall have no obligation to indemnify
Indemnitee under this Agreement with regard to any judicial award issued in a
Proceeding, or any related Expenses of Indemnitee, if the Company was not given
a reasonable and timely opportunity, at its expense, to participate in the
defense of such Proceeding, except to the extent that the Company was not
materially prejudiced thereby. 

          7.      Subrogation.


          (a)     
In the event of any payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all documents required and take all actions
necessary to secure such rights, including execution of such documents as are
necessary to enable the Company to bring suit to enforce such rights. 

          (b)      The
Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable (or for which advancement is provided hereunder)
hereunder if and to the extent that Indemnitee has already received payment of
such amounts under any insurance policy, contract, agreement or otherwise. 

          (c)      The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee
due to the fact that Indemnitee is or was serving at the request of the Company
as a director, officer, employee or agent of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise shall be reduced
by any amount Indemnitee has already received as indemnification or advancement
of expenses from such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise.

          8.      Duration
of Agreement. This Agreement shall continue until and terminate upon
the later of: (i) the expiration of the applicable limitations periods as to all
possible claims in respect of which Indemnitee is granted rights of
indemnification or advancement of Expenses hereunder upon commencement of a
related Proceeding, or (ii) the final termination of any Proceeding then pending
in respect of which Indemnitee is granted rights of indemnification or
advancement of Expenses hereunder. This Agreement shall be binding upon the
Company and its successors and assigns and shall inure to the benefit of
Indemnitee and Indemnitee’s heirs, executors and administrators. 

          9.     
Severability. If any provision or provisions of this Agreement shall be
held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the
validity, legality and enforceability of the remaining provisions of this
Agreement (including without limitation each portion of any Section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby and shall remain enforceable to the fullest extent permitted by law,
(ii) such provision or provisions shall be deemed reformed to the extent
necessary to conform to applicable law and to give the maximum effect to the
intent of the parties hereto, and (iii) to the fullest extent possible, the
provisions of this Agreement (including without limitation each portion of any
Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested thereby. 




4 

          10.      Exception
to Right of Indemnification or Advancement of Expenses. Notwithstanding
any other provision of this Agreement, Indemnitee shall not be entitled to
indemnification or advancement of Expenses under this Agreement with respect to
any Proceeding brought by Indemnitee, or any claim therein, unless the bringing
of such Proceeding or making of such claim shall have been approved by the
Board. 

          11.     
Identical Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement. Only one
such counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement. 

          12.     
Headings. The headings of the Sections of this Agreement are inserted
for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof. 

          13.     
Definitions. For purposes of this Agreement: 

          (a)      “Affiliate”
means with respect to any person or entity, any other person or entity that,
directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with, such person or entity. 

          (b)     
“Board” shall mean the Board of Directors of the Company. 

          (c)     
“Corporate Status” describes the status of a person who is or was a
director or officer of an Enterprise. 

          (d)      “Enterprise”
shall mean the Company and any other corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other entity, enterprise
or association of which Indemnitee is or was serving at the request of the
Company as a director or officer. 

          (e)      “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript
costs, fees of experts, fees of witnesses other than Indemnitee, travel and
lodging expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, and all other reasonable disbursements
or expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in, or otherwise participating in, a Proceeding. Expenses also
shall include expenses reasonably incurred in connection with any appeal
resulting from any Proceeding, including without limitation, any premium, security for,
and other costs relating to any cost bond, supersedeas bond, or other appeal
bond or its equivalent. 




5 

          (f)      “Good
Faith” shall mean Indemnitee having acted honestly and in good faith with a view
to the best interests of the Enterprise and, with respect to any criminal
Proceeding, having had reasonable cause to believe Indemnitee’s conduct in
respect of which the Proceeding was brought was lawful. 

          (g)     
“Proceeding” means any action, suit, arbitration, alternate dispute
resolution mechanism, inquiry, administrative hearing, whether civil, criminal
or administrative, in which Indemnitee was or is involved as a party or a
witness by reason of the fact that Indemnitee is or was a director or officer of
the Company, by reason of any action taken by Indemnitee or of any inaction on
Indemnitee’s part while acting in a Corporate Status, or by reason of the fact
that Indemnitee is or was serving at the request of the Company as a director or
officer of another corporation, partnership, limited liability company, joint
venture, trust or other enterprise, in each case whether or not Indemnitee is
acting or serving in any such capacity at the time any liability or expense is
incurred for which indemnification or advancement of expenses can be provided
under this Agreement. 

          14.      Entire
Agreement. This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, oral, written and implied, between the
parties hereto with respect to the subject matter hereof. 

          15.     
Modification and Waiver. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver. 

          16.      Notices.
All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if (i) delivered by hand and
receipted for by the party to whom the notice or other communication shall have
been directed, or (ii) mailed by certified or registered mail with postage
prepaid, on the third business day after the date on which it is so mailed: 

	 	(a) 	
      If to Indemnitee, to:

	 	 	 
	 		
      Peter A. Ball

	 		
      36198 Auguston Parkway S. 
Abbotsford 
British
      Columbia Canada V3G 2Y9

	 	 	 
	 	(b) 	
      If to the Company, to:

	 	 	 
	 		
      ARGENTEX MINING CORPORATION

	 		
      Suite 835,

	 		
      1100 Melville Street







6 

Vancouver, B.C. V6E 4A6 
Fax:
604.568.1540 

or to such other address as may have been furnished to the
Company by Indemnitee or to Indemnitee by the Company, as the case may be. 

          17.      Governing
Law. This Agreement and the legal relations between the parties shall
be governed by, and construed and enforced in accordance with, the laws of the
Province of British Columbia and the federal laws of Canada applicable therein.
The parties irrevocably attorn to the exclusive jurisdiction of the courts of
the Province of British Columbia with respect to any legal proceedings arising
herefrom. 

          18.      Miscellaneous.
All references in this Agreement to Sections shall be deemed to be references to
Sections of this Agreement unless the context indicates otherwise. 

          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written. 

ARGENTEX MINING CORPORATION


	 	By: 	 
	 	Name: 	 
	 	Title: 	 



	SIGNED by PETER A. BALL, who signed 	) 	  
	in the presence of: 	) 	  
	  	) 	  
	  	) 	  
	Signature 	) 	  
	  	) 	 
    
	Ethan Minsky 	) 	PETER A. BALL 
	Print Name 	) 	  
	  	) 	  
	800 885 West Georgia Street 	) 	  
	Vancouver, BC V6C
      3H1 	) 	  
	Address 	) 	  
	  	) 	  
	Solicitor 	) 	  
	Occupation 	) 	  






	
      
	
      



March 16, 2012 

Ariston Capital 
36198 Auguston Pky S. 
Abbotsford, B.C.

Canada V3G 2Y9 


Att: Peter A. Ball, President 

Re: Consulting Agreement (the “Consulting Agreement”)
with Argentex Mining Corporation (“Argentex” or “we”) dated effective
March 1, 2012 

Dear Peter 

This letter will confirm our understanding that Peter Ball has
agreed to serve Argentex as Interim President during it’s period of
re-organization, which began January 20, 2012. This will also confirm that,
beginning January 20, 2012, and continuing for so long as Mr. Ball continues to
serve Argentex as Interim President, Argentex will pay to Ariston Capital, in
addition to the Consulting Fee (as defined in and payable pursuant to the
Consulting Agreement), the sum of $2,500 per month (prorated for any partial
months at the beginning and end of the period). 

We appreciate your assistance during this transition. 

Sincerely 

ARGENTEX MINING CORPORATION 

/s/Richard Thibault 

By: Richard Thibault 

Suite 835 | 1100 Melville Street | Vancouver, BC | Canada V6E
4A6

  Tel 604 568-2496 | Fax 604 568-1540 | info@argentexmining.com|
  www.argentexmining.com