Filed by sedaredgar.com -  Argentex Mining Corp. - Exhibit 10-1






THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (“SUBSCRIPTION
AGREEMENT”) RELATES TO AN OFFERING OF A DEBENTURE (THE “DEBENTURE”) IN AN
OFFSHORE TRANSACTION TO A PERSON THAT IS NOT A U.S. PERSON PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“1933 ACT”).

THE DEBENTURE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT OR
ANY U.S. STATE SECURITIES LAWS AND, UNLESS SO REGISTERED, IT MAY NOT BE OFFERED
OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE DEBENTURE
MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. "UNITED STATES" AND
"U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

“UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE
HOLDER OF THE DEBENTURE MUST NOT TRADE THE DEBENTURE IN CANADA BEFORE THE DATE
THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING DATE (AS DEFINED IN THIS
SUBSCRIPTION AGREEMENT.

CONFIDENTIAL
PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT

($50,000 Convertible Debenture)

	TO: 	Argentex Mining Corp. (the “Company”)  
	  	602-1112 West Pender Street 
		 Vancouver B.C. V6E 2S1 
	  	Canada 


Purchase of Debenture

1.                              
Subscription and Use of Proceeds

1.1                            
The undersigned (the “Subscriber”) hereby irrevocably subscribes
for and agrees to purchase one convertible debenture (the “Debenture”) in
the form attached to this Agreement as Schedule “A” and in the face amount of
USD $50,000 (such subscription and agreement to purchase being the
“Subscription”), for an aggregate purchase price of USD$50,000 (the
“Subscription Proceeds”).

1.2                            
On the basis of the representations and warranties and subject to the
terms and conditions set forth herein, including approval of this Subscription
by the TSX Venture Exchange, the Company hereby irrevocably agrees to sell and
issue the Debenture to the Subscriber.

2.                              
Payment

2.1                            
The Subscription Proceeds must accompany this Subscription and shall be
paid by cashiers cheque or bank draft payable to the order of the Company, drawn
in U.S. funds on a Canadian bank or another bank reasonably acceptable to the
Company or, at the Subscriber’s option, by wire transfer to the Company pursuant
to the wire transfer instructions that will be provided to the Subscriber upon
request.




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3.                              
Documents Required from Subscriber

3.1                            
The Subscriber shall complete, sign and return to the Company, as soon
as possible:

	 	(a) 	
      an executed copy of this Subscription Agreement,
    and

	 	 	 
	 	(b) 	
      a fully completed and executed Accredited Investor
      Questionnaire (the “Questionnaire” in the form attached hereto as Schedule
      “B” and

	 	 	 
	 	(c) 	
      on request by the Company, any other documents,
      questionnaires, notices and undertakings as may be required by the Company
      in order to enable or show compliance with the requirements of regulatory
      authorities and applicable law.



4.                              
Closing

4.1                            
Closing of the sale of the Debenture (the “Closing”) shall occur
promptly following receipt of the approval of the TSX Venture Exchange to this
Subscription, or on such later date as may be determined by the Company (the
“Closing Date”).

5.                              
Acknowledgements of Subscriber

5.1              
             
The Subscriber acknowledges and agrees that:

	 	(a) 	
      none of the Debenture, or the shares of common stock
      (“Common Shares”) or share purchase warrants (“Warrants”)
      that may be issued upon a conversion of the Debenture, or the shares of
      common stock (“Warrant Shares”) that may be issued upon the
      exercise of any of the Warrants (the Debenture, the Common Shares, the
      Warrants and the Warrant Shares may be hereinafter referred to
      collectively as the “Securities”) have been registered under the
      1933 Act, or under any state securities or “blue sky” laws of any state of
      the United States, and, unless so registered, none of them may be offered
      or sold in the United States or, directly or indirectly, to U.S. Persons,
      as that term is defined in Regulation S under the 1933 Act (“Regulation
      S”), except in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act, or
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the 1933 Act and in each case in accordance
      with applicable state and provincial securities laws;

	 	 	 
	 	(b) 	
      the Company has not undertaken to, and will have no
      obligation to, register the Securities, or any of them, under the 1933
      Act;

	 	 	 
	 	(c) 	
      no prospectus or offering memorandum within the meaning
      of the securities laws has been delivered to, summarized for or seen by
      the Subscriber in connection with the sale of the Debenture and the
      Subscriber is not aware of any prospectus or offering memorandum having
      been prepared by the Company;

	 	 	 
	 	(d) 	
      the decision to execute this Subscription Agreement and
      acquire the Debenture hereunder has not been based upon any oral or
      written representation as to fact or otherwise made by or on behalf of the
      Company, and such decision is based entirely upon a review of information
      (the adequacy of which is hereby acknowledged) about the Company that is
      available to any member of the public on the EDGAR database maintained by
      the U.S. Securities and Exchange Commission (the “SEC”) at
      www.sec.gov;

	 	 	 
	 	(e) 	
      there is no government or other insurance covering any of
      the Securities;

	 	 	 
	 	(f) 	
      it has not received, nor has it requested, nor does it
      have any need to receive, any offering memorandum (as defined in or
      contemplated by applicable securities legislation) or any
  other







- 3 -

document (other than financial
statements or any other continuous disclosure documents, the contents of which
are prescribed by statute or regulation) describing the business and affairs of
the Company which has been prepared for delivery to, and review by, prospective
subscribers in order to assist them in making an investment decision in respect
of the Securities (or any of them), and it has not become aware of any
advertisement including, by way of example and not in limitation, advertisement
in any printed media of general and regular circulation or on radio or
television with respect to the distribution of the Debenture;

	 	(g) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities or any of
    them;

	 	 	 
	 	(h) 	
      there are risks associated with an investment in the
      Company including, by way of example and not in limitation, the specific
      risks identified in the Company’s most recent periodic reports filed with
      the SEC and available for viewing at the SEC’s website at
      www.SEC.gov;

	 	 	 
	 	(i) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the distribution of the Debenture hereunder,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information about the Company;

	 	 	 
	 	(j) 	
      if the Subscriber is a Canadian resident, the Company has
      advised the Subscriber that the Company is relying on an exemption from
      the requirements of the regulatory authorities in Canada requiring that
      the Company provide the Subscriber with a prospectus and sell the
      Securities to the Subscriber through a person registered to sell
      securities under the securities laws of the Canadian Province where the
      Subscriber resides and, as a consequence of acquiring the Debenture
      pursuant to this exemption, certain protections, rights and remedies
      provided by the securities laws of that Canadian Province, including
      statutory rights of rescission or damages, will not be available to the
      Subscriber;

	 	 	 
	 	(k) 	
      the Subscriber is not acquiring the Debenture as a result
      of, and will not itself engage in, any “directed selling efforts” (as that
      term is defined in Regulation S under the 1933 Act) in the United States
      in respect of the Securities which would include any activities undertaken
      for the purpose of, or that could reasonably be expected to have the
      effect of, conditioning the market in the United States for the resale of
      any of the Securities; provided, however, that the Subscriber may sell or
      otherwise dispose of the Securities pursuant to registration thereof under
      the 1933 Act and any applicable state and provincial securities laws or
      under an exemption from such registration requirements;

	 	 	 
	 	(l) 	
      the Subscriber will indemnify the Company and its
      directors, officers, employees, agents, advisors and shareholders against,
      and will hold them harmless from, any and all loss, liability, claim,
      damage and expense whatsoever (including, but not limited to, any and all
      fees, costs and expenses whatsoever reasonably incurred in investigating,
      preparing or defending against any claim, lawsuit, administrative
      proceeding or investigation whether commenced or threatened) arising out
      of or based upon any representation or warranty of the Subscriber
      contained herein or in any document furnished by the Subscriber to the
      Company in connection herewith being untrue in any material respect or any
      breach or failure by the Subscriber to comply with any covenant or
      agreement made by the Subscriber to the Company in connection
      therewith;

	 	 	 
	 	(m) 	
      the Subscriber is aware that the Securities are not
      listed on any stock exchange or automated dealer quotation system and no
      representation has been made to the Subscriber that any of the Securities
      will become listed on any stock exchange or automated dealer quotation
      system except that currently the Company’s common shares are quoted on the
      over-the-counter market operated by the NASD’s
OTC-BB;







- 4 -

	 	(n) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Subscriber’s
      ability to resell the Debenture under Canadian provincial securities laws
      and Canadian National Instrument 45-102;

	 	 	 	 
	 	(o) 	
      the Company will refuse to register any transfer of the
      Debenture not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from the registration requirements of
      the 1933 Act and in accordance with applicable state and provincial
      securities laws;

	 	 	 	 
	 	(p) 	
      the statutory and regulatory basis for the exemption from
      U.S. registration requirements claimed for the offer of the Debenture,
      although in technical compliance with Regulation S, would not be available
      if the offering is part of a plan or scheme to evade the registration
      provisions of the 1933 Act or any applicable state or provincial
      securities laws;

	 	 	 	 
	 	(q) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Company and with respect to applicable
      resale restrictions, and it is solely responsible (and the Company is not
      in any way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and,

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions.



6.                               
Representations, Warranties and Covenants of the Subscriber

6.1                             
The Subscriber hereby represents, warrants and covenants with and to
the Company (which representations, warranties and covenants shall survive the
Closing) and acknowledges that the Company is relying thereon that:

	 	(a) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;

	 	 	 	 
	 	(b) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to the Subscriber or of any
      agreement, written or oral, to which the Subscriber may be a party or by
      which the Subscriber is or may be bound;

	 	 	 	 
	 	(c) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and, upon acceptance thereof by the Company, it
      will constitute a valid and binding agreement of the Subscriber
      enforceable against the Subscriber in accordance with its terms;

	 	 	 	 
	 	(d) 	
      the Subscriber is not acquiring the Debenture for the
      account or benefit of, directly or indirectly, any U.S. Person, as that
      term is defined in Regulation S;

	 	 	 	 
	 	(e) 	
      the Subscriber is an accredited investor and the
      Subscriber agrees that the Company shall not consider the Subscriber's
      Subscription for acceptance unless the undersigned provides to the
      Company, along with an executed copy of this Agreement:

	 	 	 	 
	 		(i) 	
      a fully completed and executed Accredited Investor
      Questionnaire in the form attached as Schedule B hereto;
  and







- 5 -

	 	(ii) 	
      such other supporting documentation that the Company or
      its legal counsel may request to establish the Subscriber's qualification
      as an Accredited Investor;




	 	(f) 	
      the Subscriber is not a U.S. Person, as that term is
      defined in Regulation S;

	 	 	 
	 	(g) 	
      the Subscriber is resident in the jurisdiction set out
      under the heading “Name and Address of Subscriber” on the signature page
      of this Subscription Agreement;

	 	 	 
	 	(h) 	
      the Subscriber has inquired into the applicable
      securities legislation of its jurisdiction of residence and the Subscriber
      either complies with or is exempt from the applicable securities
      legislation of the Subscriber's jurisdiction of residence;

	 	 	 
	 	(i) 	
      the Subscriber is outside the United States and Canada
      when receiving and executing this Agreement and is acquiring the Debenture
      as principal for the Subscriber's own account, for investment purposes
      only, and not with a view to, or for, resale, distribution or
      fractionalisation thereof, in whole or in part, and no other person has a
      direct or indirect beneficial interest in the Debenture;

	 	 	 
	 	(j) 	
      the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber an affiliate of
      any underwriter of or dealer in the Securities, nor is it participating,
      pursuant to a contract or otherwise, in any distribution of the
      Securities;

	 	 	 
	 	(k) 	
      the Subscriber agrees that, unless and until the
      Securities have been registered under the 1933 Act, or under any state
      securities or "blue sky" laws of any state of the United States, it will
      not offer or sell its Securities in the United States, directly or
      indirectly, to U.S. Persons except in accordance with the provisions of
      Regulation S, pursuant to an effective registration statement under the
      1933 Act, or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the 1933 Act;

	 	 	 
	 	(l) 	
      the Subscriber (i) has such knowledge and experience in
      business matters as to be capable of evaluating the merits and risks of
      its prospective investment in the Debenture; and (ii) has the ability to
      bear the economic risks of its prospective investment and can afford the
      complete loss of such investment;

	 	 	 
	 	(m) 	
      the Subscriber has not acquired the Debenture as a result
      of, and will not itself engage in, any “directed selling efforts” (as
      defined in Regulation S) in the United States in respect of the Debenture
      which would include any activities undertaken for the purpose of, or that
      could reasonably be expected to have the effect of, conditioning the
      market in the United States for the resale of the Debenture;

	 	 	 
	 	(n) 	
      any offer or and sale of any of the Securities prior to
      the expiration of a period of six months after the date of original
      issuance of that respective Security (the six-month period hereinafter
      referred to as the "Distribution Compliance Period") shall only be
      made in compliance with the safe harbor provisions set forth in Regulation
      S, pursuant to the registration provisions of the 1933 Act or an exemption
      therefrom, and that all offers and sales after the Distribution Compliance
      Period shall be made only in compliance with the registration provisions
      of the 1933 Act or an exemption therefrom and in each case only in
      accordance with applicable state and provincial securities laws;

	 	 	 
	 	(o) 	
      it will not engage in any hedging transactions involving
      any of the Securities unless such transactions are in compliance with the
      provisions of the 1933 Act and in each case only in accordance with
      applicable state and provincial securities laws and the Subscriber is not
      aware of any advertisement of, or any general solicitation in respect of,
      any of the Securities; and

	 	 	 
	 	(p) 	
      no person has made to the Subscriber any written or oral
      representations:







- 6 -

	 	(i) 	
      that any person will resell or repurchase any of the
      Securities;

	 	 	 
	 	(ii) 	
      that any person will refund the purchase price of any of
      the Securities;

	 	 	 
	 	(iii) 	
      as to the future price or value of any of the Securities;
      or

	 	 	 
	 	(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities on any
      stock exchange or automated dealer quotation system other than the TSX
      Venture Exchange; except that the Company’s Common Stock is currently
      approved for trading on the U.S. Over the Counter Bulletin
  Board.



7.                               
Acknowledgement and Waiver

7.1                             
The Subscriber has acknowledged that the decision to purchase the
Debenture was solely made on the basis of available information provided to the
Subscriber. The Subscriber hereby waives, to the fullest extent permitted by
law, any rights of withdrawal, rescission or compensation for damages to which
the Subscriber might be entitled in connection with the distribution of the
Debenture.

8.                               
Legends

8.1                             
The Subscriber hereby acknowledges that that upon the issuance thereof,
and until such time as the same is no longer required under the applicable
securities laws and regulations, the certificates representing any of the
Securities will bear a U.S. legend in substantially the following form:

	 	“THESE SECURITIES WERE ISSUED IN AN
OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS
CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE
UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS
(AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933
ACT. “UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE
1933 ACT.”
	 


a Canadian legend in substantially the following form:

“UNLESS PERMITTED UNDER CANADIAN
SECURITIES LEGISLATION, THE HOLDER OF THIS DEBENTURE MUST NOT TRADE THE
DEBENTURE IN CANADA BEFORE _______________[INSERT THE DATE THAT IS 4 MONTHS
AND A DAY AFTER THE CLOSING DATE].

8.2                             
The Subscriber hereby acknowledges and agrees to the Company making a
notation on its records or giving instructions to the registrar and transfer
agent of the Company in order to implement the restrictions on transfer set
forth and described in this Subscription Agreement.




- 7 -

9.                               
Canadian Resale Restriction

9.1                             
The Subscriber acknowledges that the Securities are subject to resale
restrictions in Canada and may not be traded in Canada except as permitted by
the applicable Canadian securities legislation (collectively, the “Canadian
Securities Laws”).

9.2                             
The Subscriber acknowledges that pursuant to Canadian National
Instrument 45-102, a subsequent trade in any of the Securities will be a
distribution subject to the prospectus and registration requirements of the
Canadian Securities Laws unless certain conditions are met, including the
following:

	 	(a) 	
      at least four months (the "Canadian Hold Period")
      shall have elapsed from the date on which the Debenture was issued to the
      Subscriber;

	 	 	 
	 		
      during the currency of the Canadian Hold Period, any
      certificate representing the any of the Securities is imprinted with the
      Canadian Legend

	 	 	 
	 	(b) 	
      the trade is not a control distribution (as defined in
      National Instrument 45-102);

	 	 	 
	 	(c) 	
      no unusual effort is made to prepare the market or to
      create a demand for the Securities that are the subject of the
    trade;

	 	 	 
	 	(d) 	
      no extraordinary commission or consideration is paid to a
      person or company in respect of the trade; and

	 	 	 
	 	(e) 	
      if the selling security holder is an insider or officer
      of the Company, the selling security holder has no reasonable grounds to
      believe that the Company is in default of securities legislation;
  or

	 	 	 
	 	(f) 	
      the trade qualifies under the provisions of Section 2.14
      of National Instrument 45-102.



9.3                             
The Subscriber acknowledges that any certificate representing the
Debenture, and any of the Common Shares, Warrants and Warrant Shares issued
prior to the expiration of the Canadian Hold Period, will have a Canadian Legend
imprinted thereon.

10.                              Costs

10.1                             
The Subscriber acknowledges and agrees that all costs and expenses
incurred by the Subscriber (including any fees and disbursements of any special
counsel retained by the Subscriber) relating to the purchase or conversion of
the Debenture or the exercise of any of the Warrants shall be borne by the
Subscriber.

11.                             
Governing Law

11.1                             This
Subscription Agreement is governed by the laws of the Province of British
Columbia and the federal laws of Canada applicable herein, except to the extent
that the laws of Delaware or the federal securities laws of the United States
apply. The Subscriber, in its personal or corporate capacity and, if applicable,
on behalf of each beneficial purchaser for whom it is acting, irrevocably
attorns to the jurisdiction of the courts of the Province of British
Columbia.

12.                             
Survival

12.1                             This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Debenture by the Subscriber pursuant
hereto.




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13.                              
Assignment

13.1                             This
Subscription Agreement is not transferable or assignable.

14.                              
Severability

14.1                             The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement.

15.                              
Entire Agreement

15.1                             Except
as expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Subscription Agreement contains the entire agreement between the parties with
respect to the sale of the Debenture and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company, its agents or by anyone else. This
subscription may only be amended by instrument in writing signed by the parties
hereto.

16.                              
Notices

16.1                             All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
the signature page of this Subscription Agreement and notices to the Company
shall be directed to it at 602 - 1112 West Pender Street, Vancouver B.C. V6E
2S1, Canada; Attention: Mr. Kenneth Hicks or by fax at (604) 568-1540.

16.2                             The
Subscriber hereby acknowledges and agrees that it will notify the Company at the
address or fax number above, or at such other address or fax number as the
Company notifies the Subscriber from time to time is the current address or fax
number of the Company, to maintain with the Company’s records an updated address
to which the Company may mail or transmit notices and other communications under
this Subscription Agreement.

17.                              
Collection of Personal Information

17.1                             The
Subscriber acknowledges and consents to the fact that the Company is collecting
the Subscriber’s personal information for the purpose of completing the
transactions contemplated by this Subscription Agreement. The Subscriber further
acknowledges and consents to the fact that the Company may be required by
applicable securities laws to provide securities commissions in Canada or the
United States or other authorities with personal information provided by the
Subscriber.

17.2                             The
Subscriber, on its own behalf and on behalf of any other person for whom it is
contracting hereunder, acknowledges and consents to the release by the Company
of information regarding the Subscriber's subscription, including the
Subscriber's name, address, telephone number and registration instructions, the
number of securities purchased, the number of securities of the Company held,
the status of the Subscriber as an insider, and, if applicable, information
regarding beneficial ownership of or the principal of the Subscriber, in
compliance with securities regulatory policies to regulatory authorities in
reporting jurisdictions or to other authorities as required by law and to the
transfer agent of the Company for the purpose of arranging for the preparation
of the certificate representing the Debenture. The purpose of the collection of
this information is to ensure that the Company and its advisors will be able to
issue the Debenture to the Subscriber in compliance with applicable securities
laws and the instructions of the Subscriber and to obtain the information
required to be provided in documents required to be filed with the Exchange and
with securities regulatory authorities under applicable securities laws and
other authorities as required by law. In addition, the Subscriber acknowledges
and consents to the collection, use and disclosure of all such personal
information by the any stock exchange on which the Company’s common shares are
listed and other regulatory authorities in accordance with their requirements,
including the provision to third party service providers, from time to time.




- 9 -

The contact information for the officer of the Issuer who can
answer questions about the collection of information by the Issuer is as
follows:

	 	Name & Title: 	Kenneth Hicks, President 
	 	Company's Name: 	Argentex Mining Corp. 
	 	Address: 	Suite 2300, 1066 West Hastings Street, BC V6E
      3X2 
	 	Phone No.: 	(604) 601-8366 
	 	Fax No.: 	(604) 408-8893 


17.3                              Furthermore,
the Subscriber is hereby notified that:

	 	(a) 	
      the Company may deliver to the securities commission of
      any province of Canada or the Securities and Exchange Commission in the
      United States certain personal information pertaining to the Subscriber,
      including the Subscriber’s full name, residential address and telephone
      number, the number of securities purchased by the Subscriber and the total
      purchase price paid for such securities, beneficial ownership information,
      the prospectus exemption relied on by the Company and the date of
      distribution of the security,

	 	 	 
	 	(b) 	
      such information is being collected indirectly by the
      Securities Commissions under authority granted in securities
      legislation,

	 	 	 
	 	(c) 	
      such information is being collected for the purposes of
      the administration and enforcement of the securities legislation of the
      applicable province of Canada, and

	 	 	 
	 	(d) 	
      the Subscriber may contact the following public official
      in Ontario with respect to questions about the Ontario Securities
      Commission’s indirect collection of such information at the following
      address and telephone number:




	 	Administrative Assistant to the Director of
      Corporate Finance 
	 	Ontario Securities Commission 
	 	Suite 1903, Box 55, 20 Queen Street West 
	 	Toronto, Ontario, M5H 3S8 
	 	Telephone: (416) 593-8086 


18.                               
Reliance, Indemnity, Notification of Changes and Survival

18.1                              The
representations and warranties in this Subscription Agreement are made by the
Subscriber with the intent that they be relied upon by the Company in
determining its suitability as a purchaser of the Debenture, and the Subscriber
hereby agrees to indemnify the Company against all losses, claims, costs,
expenses and damages or liabilities which any of them may suffer or incur as a
result of reliance thereon. The Subscriber undertakes to notify the Company
immediately of any change in any representation, warranty or other information
relating to the Subscriber set forth in this Subscription Agreement (and the
exhibits, schedules, forms and appendices thereto) which takes place prior to
the Closing.

18.2                              The
representations and warranties of the Subscriber contained in this Agreement
shall survive the Closing.

19.                               
Counterparts and Electronic Means

19.1                              This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument. Delivery of an executed copy of
this Subscription Agreement by electronic facsimile transmission or other means
of electronic communication capable of producing a printed copy will be deemed
to be execution and delivery of this Subscription Agreement as of the date
hereinafter set forth.




- 10 -

20.                               
Delivery Instructions

20.1                              The
Subscriber hereby directs the Company to deliver the Debenture to:

	 	(name)
  
	 	 
	 	(address) 


20.2                              The
Subscriber hereby directs the Company to cause the Debenture to be registered on
the books of the Company as follows:


	 	(name)
  
	 	 
	 	(address) 



IN WITNESS WHEREOF the Subscriber has duly executed this
Subscription Agreement as of the date of acceptance by the Company.

	 	(Name of
      Subscriber – Please type or print) 
	 	 
	 	(Signature and, if applicable, Office) 
	 	 
	 	(Address of Subscriber) 
	 	 
	 	(City, State or Province, Postal Code of
      Subscriber) 
	 	 
	 	(Country of Subscriber) 
	 	 
	 	(Fax and/or E-mail Address of Subscriber)
  






- 11 -

A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the
Debenture is hereby accepted by the Company.

DATED at ______________________, the________day of
___________________, 2008.

ARGENTEX MINING CORP.

	Per: 	 _________________________________
	                   	 Authorized Signatory







Schedule A

Form of Debenture

     “THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE
SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933
ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT. “UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY
REGULATION S UNDER THE 1933 ACT.”

“UNLESS PERMITTED UNDER CANADIAN
SECURITIES LEGISLATION, THE HOLDER OF THIS DEBENTURE MUST NOT TRADE THE
DEBENTURE IN CANADA BEFORE ______________[INSERT THE DATE THAT IS 4 MONTHS AND A
DAY AFTER THE CLOSING DATE].

Issue Date: December __, 2008

Conversion Price (subject to adjustment herein):
U.S.$0.10

U.S. $50,000

CONVERTIBLE DEBENTURE

FOR VALUE RECEIVED, ARGENTEX MINING CORPORATION (the
“Company”) promises to pay to __________________- [Insert
Investor’s name] or its registered assigns (the “Holder”), the
principal sum of  Fifty Thousand Dollars ($50,000) in lawful currency
of the United States (the “Principal Amount”) on demand; provided,
however, that except in the event of a default hereunder demand for repayment
shall not be made hereunder on or before the date that is twelve (12) full
calendar months after the Issue Date shown above (the “Maturity Date”).
This Debenture shall not bear interest. The Company may prepay any portion of
the principal amount of this Debenture without the prior written consent of the
Holder subject, however, to the provisions of Section 3, below.

This Debenture is subject to the following additional
provisions:

	1.	Subscription Agreement.

	 	 


	1.1 	
      This Debenture has been issued pursuant to a subscription
      agreement between the Company and the Holder dated December
      ______________, 2008 (the “Subscription Agreement”)
      pursuant to which the Holder purchased this Debenture, and this Debenture
      is subject in all respects to the terms of the Subscription Agreement and
      incorporates the terms of the Subscription Agreement to the extent that
      they do not conflict with the terms of this Debenture. This Debenture may
      be transferred or exchanged only in compliance with the Subscription
      Agreement and applicable securities laws and
regulations.



1





	2. 	
      Events of Default.

	 	 	 
	2.1 	
      “Event of Default”, wherever used herein, means
      any one of the following events (whatever the reason and whether it shall
      be voluntary or involuntary or effected by operation of law or pursuant to
      any judgment, decree or order of any court, or any order, rule or
      regulation of any administrative or governmental body):

	 	 	 
		(a) 	
      any default in the payment of the Principal Amount of
      this Debenture, free of any claim of subordination, as and when the same
      shall become due and payable (whether on a Conversion Date or the Maturity
      Date or by acceleration or otherwise);

	 	 	 
		(b) 	
      the Company shall fail to observe or perform any other
      covenant or agreement contained in this Debenture or the Subscription
      Agreement which failure is not cured, if possible to cure, within 30
      calendar days after notice of such default is sent by the Holder to the
      Company; or

	 	 	 
		(c) 	
      the Company or any of its subsidiaries (each a
      “Subsidiary”) shall commence, or there shall be commenced against
      the Company or any Subsidiary a case under any applicable bankruptcy or
      insolvency laws as now or hereafter in effect or any successor thereto, or
      the Company or any Subsidiary commences any other proceeding under any
      reorganization, arrangement, adjustment of debt, relief of debtors,
      dissolution, insolvency or liquidation or similar law of any jurisdiction
      whether now or hereafter in effect relating to the Company or any
      Subsidiary or there is commenced against the Company or any Subsidiary any
      such bankruptcy, insolvency or other proceeding which remains undismissed
      for a period of 60 days; or the Company or any Subsidiary is adjudicated
      insolvent or bankrupt; or any order of relief or other order approving any
      such case or proceeding is entered; or the Company or any Subsidiary
      suffers any appointment of any custodian or the like for it or any
      substantial part of its property which continues undischarged or unstayed
      for a period of 60 days; or the Company or any Subsidiary makes a general
      assignment for the benefit of creditors; or the Company shall fail to pay,
      or shall state that it is unable to pay, or shall be unable to pay, its
      debts generally as they become due; or the Company or any Subsidiary shall
      call a meeting of its creditors with a view to arranging a composition,
      adjustment or restructuring of its debts; or the Company or any Subsidiary
      shall by any act or failure to act expressly indicate its consent to,
      approval of or acquiescence in any of the foregoing; or any corporate or
      other action is taken by the Company or any Subsidiary for the purpose of
      effecting any of the foregoing.

	 	 	 
	2.2 	
      If any Event of Default occurs, the full Principal
      Amount, together with interest and other amounts owing in respect thereof
      to the date of acceleration shall become, at the Holder’s election,
      immediately due and payable in cash. Upon payment of the full Principal
      Amount, together with any other amounts owing in respect thereof, in
      accordance herewith, this Debenture shall promptly be surrendered to or as
      directed by the Company. The Holder need not provide and the Company
      hereby waives any presentment, demand, protest or other notice of any
      kind, and the Holder may immediately and without expiration of any grace
      period enforce any and all of its rights and remedies hereunder and all
      other remedies available to it under applicable law. Such declaration may
      be rescinded and annulled by the Holder at any time prior to payment
      hereunder and the Holder shall have all rights as a Debenture holder until
      such time, if any, as the full payment under this Section shall have been
      received by it. No such rescission or annulment shall affect any
      subsequent Event of Default or impair any right consequent
  thereon.

	 	 	 
	3. 	
      PrePayment

	 	 	 
	3.1 	
      The Company shall have the right to prepay all or any
      part of sums due under this Debenture at any time, without penalty or
      prepayment premium.

	 	 	 
	3.2 	
      The prepayment rights provided for herein shall be
      exercised by giving to the Holder at least 14 calendar days prior written
      notice of the Company’s intent to make a prepayment (a “Prepayment
      Notice”).



2





	3.3 	
      For a period of 10 calendar days after the Company
      provides the Holder with a Prepayment Notice, the Holder shall have a
      pre-emptive right to convert the principal amount of the Debenture to be
      prepaid into Units at the applicable Conversion Price in effect on the
      date of the Prepayment Notice.

	 	 
	3.4 	
      The prepayment (less any tax required to be withheld by
      the Company) shall be paid by cheque or by such other reasonable means as
      the Company deems desirable. The mailing of such cheque from the Company's
      registered office, or the payment by such other reasonable means as the
      Company deems desirable, on or before the prepayment date shall be deemed
      to be payment on the prepayment date unless the cheque is not paid upon
      presentation or payment by such other means is not received.
      Notwithstanding the foregoing, the Company shall be entitled to require at
      any time, and from time to time, that the prepayment be paid to the Holder
      only upon presentation and surrender at the registered office of the
      Company or at any other place or places in British Columbia designated by
      the Prepayment Notice. If only a part of the Debenture is to be prepaid, a
      new certificate for the balance shall be issued at the expense of the
      Company.

	 	 
	3.5 	
      At any time after a Prepayment Notice is given, the
      Company shall have the right to deposit the amount of the prepayment with
      any chartered bank or banks or with any trust company or trust companies
      in British Columbia named for such purpose in the Prepayment Notice to the
      credit of a special account or accounts in trust for Holder, to be paid to
      it upon surrender to such bank or banks or trust company or trust
      companies of the certificate or certificates representing the Debenture.
      Upon such deposit or deposits being made or upon the prepayment date,
      whichever is later, the Debenture shall be and be deemed to be paid and
      the rights of the Holder shall be limited to receiving, without interest,
      the amount so deposited. Any interest allowed on such deposit or deposits
      shall accrue to the Company.

	 	 
	4. 	
      Conversion.

	 	 
	4.1 	
      At any time after the Issue Date until this Debenture is
      no longer outstanding, this Debenture may be converted into Units at the
      option of the Holder, in whole or in part at any time and from time to
      time. The Holder shall effect conversions by delivering to the Company the
      form of Notice of Conversion attached hereto as Annex A (a
      “Notice of Conversion”), specifying therein the amount of principal
      to be converted and the date on which such conversion is to be effected (a
      “Conversion Date”), which shall not be less than 21 days following
      the date of delivery of the Notice of Conversion. If no Conversion Date is
      specified in a Notice of Conversion, the Conversion Date shall be the date
      that is 21 days following the date of delivery of the Notice of
      Conversion. To effect conversions hereunder, the Holder shall not be
      required to physically surrender the Debenture to the Company unless the
      entire principal amount of this Debenture has been converted. Conversions
      hereunder shall have the effect of lowering the outstanding principal
      amount of this Debenture in an amount equal to the applicable conversion.
      The Holder and the Company shall maintain records showing the principal
      amount converted and the date of such conversions. The Company shall
      deliver any objection to any Notice of Conversion within five business
      days of receipt of such notice. The Holder, by acceptance of this
      Debenture, acknowledges and agrees that, by reason of the provisions of
      this paragraph, following conversion of a portion of this Debenture, the
      unpaid and unconverted principal amount of this Debenture may be less than
      the amount stated on the face hereof.

	 	 
	4.2 	
      The number of Units issuable upon a conversion shall be
      determined by the quotient obtained by dividing (x) by (y)
      where (x) is equal to the amount of outstanding principal to be
      converted plus any interest to be converted and (y) is the
      Conversion Price (as hereinafter defined).

	 	 
	4.3 	
      Not later than ten Trading Days after any Conversion
      Date, the Company will deliver to the Holder a certificate or certificates
      representing the Conversion Shares and the Warrants comprising the Units,
      which shall bear such restrictive legends and trading restrictions as are
      required by applicable law, representing the number of Conversion Shares
      and Warrants being acquired upon the conversion of this
  Debenture.

	 	 
	4.4 	
      The conversion price (the “Conversion Price”) in
      effect on any Conversion Date shall be U.S$0.10.



 

	4.5 	
      If the Company, at any time while this Debenture is
      outstanding: (A) shall pay a stock dividend or otherwise make a
      distribution or distributions in shares of its Common Stock or any other
      equity or equity



3





		
      equivalent securities payable in shares of Common Stock,
      (B) subdivide outstanding shares of Common Stock into a larger number of
      shares, (C) combine (including by way of reverse stock split) outstanding
      shares of Common Stock into a smaller number of shares, or (D) issue by
      reclassification of shares of the Common Stock any shares of capital stock
      of the Company, then the Conversion Price shall be multiplied by a
      fraction of which the numerator shall be the number of shares of Common
      Stock (excluding treasury shares, if any) outstanding before such event
      and of which the denominator shall be the number of shares of Common Stock
      outstanding after such event. Any adjustment made pursuant to this Section
      shall become effective immediately after the record date for the
      determination of stockholders entitled to receive such dividend or
      distribution and shall become effective immediately after the effective
      date in the case of a subdivision, combination or
  re-classification.

	 	 
	4.6 	
      The Company covenants that, unless it then has authority
      to issue an unlimited number of Common Shares, it will at all times
      reserve and keep available out of its authorized and unissued shares of
      Common Stock solely for the purpose of issuance upon conversion of the
      Debentures, each as herein provided, free from preemptive rights or any
      other actual contingent purchase rights of Persons other than the Holder,
      not less than such number of shares of the Common Stock as shall (subject
      to any additional requirements of the Company as to reservation of such
      shares set forth in the Subscription Agreement) be issuable upon the
      conversion of the outstanding principal amount of the Debentures and the
      exercise of the Warrants. The Company covenants that all shares of Common
      Stock that shall be so issuable shall, upon issue, be duly and validly
      authorized, issued and fully paid and nonassessable.

	 	 
	4.7 	
      Upon a conversion hereunder the Company shall not be
      required to issue stock certificates representing fractions of shares of
      the Common Stock, and the Holder shall be entitled to receive, in lieu of
      the final fraction of a share, one whole Conversion Share and one whole
      Warrant.

	 	 
	5. 	
      Notices

	 	 
	5.1 	
      Any and all notices or other communications or deliveries
      to be provided by the Holder hereunder, including, without limitation, any
      Notice of Conversion, shall be in writing and delivered personally, by
      facsimile, sent by a nationally recognized overnight courier service,
      addressed to the Company, at 602 - 1112 West Pender Street, Vancouver B.C.
      V6E 2S1, Canada; Attention: Mr. Kenneth Hicks or by fax at (604) 568-1540
      or such other address or facsimile number as the Company may specify for
      such purposes by notice to the Holder delivered in accordance with this
      Section. Any and all notices or other communications or deliveries to be
      provided by the Company hereunder shall be in writing and delivered
      personally, by facsimile, sent by a nationally recognized overnight
      courier service addressed to the Holder at the facsimile telephone number
      or address of such Holder appearing on the books of the Company, or if no
      such facsimile telephone number or address appears, at the principal place
      of business of the Holder. Any notice or other communication or deliveries
      hereunder shall be deemed given and effective on the earliest of (i) the
      date of transmission, if such notice or communication is delivered via
      facsimile at the facsimile telephone number specified in this Section
      prior to 5:30 p.m. (Vancouver Time), (ii) the date after the date of
      transmission, if such notice or communication is delivered via facsimile
      at the facsimile telephone number specified in this Section later than
      5:30 p.m. (Vancouver Time) on any date and earlier than 11:59 p.m.
      (Vancouver Time) on such date, (iii) the second business day following the
      date of mailing, if sent by nationally recognized overnight courier
      service, or (iv) upon actual receipt by the party to whom such notice is
      required to be given.

	 	 
	6. 	
      Definitions.

	 	 
	6.1 	
      For the purposes hereof, in addition to the terms defined
      elsewhere in this Debenture: (i) capitalized terms not otherwise defined
      herein have the meanings given to such terms in the Subscription
      Agreement, and (ii) the following terms shall have the following
      meanings:




	 	(a) 	
      “Business Day” means any day except Saturday,
      Sunday and any day which shall be a federal legal holiday in the United
      States or Canada or a day on which banking institutions in the Province of
      British Columbia are authorized or required by law or other government
      action to close.



4





	 	(b) 	
      “Commission” means the Securities and Exchange
      Commission and, where applicable, the British Columbia Securities
      Commission and the Alberta Securities Commission.

	 	 	 
	 	(c) 	
      “Common Stock” means the common stock, par value
      $0.001 per share, of the Company and stock of any other class into which
      such shares may hereafter have been reclassified or changed.

	 	 	 
	 	(d) 	
      “Conversion Date” shall have the meaning set forth
      in Section 4.1 hereof.

	 	 	 
	 	(e) 	
      “Conversion Share” means a share of common stock
      of the Company to be issued upon conversion, from time-to-time, of sums
      due pursuant to the Debenture.

	 	 	 
	 	(f) 	
      “Exchange Act” means the Securities Exchange Act
      of 1934, as amended.

	 	 	 
	 	(g) 	
      “Issue Date” shall have the meaning shown on the
      first page of this Debenture.

	 	 	 
	 	(h) 	
      “Person” means a corporation, an association, a
      partnership, organization, a business, an individual, a government or
      political subdivision thereof or a governmental agency.

	 	 	 
	 	(i) 	
      “Subscription Agreement” means the Securities
      Subscription Agreement, dated as of December ____________-, 2008, to which
      the Company and the Holder are parties, as amended, modified or
      supplemented from time to time in accordance with its terms.

	 	 	 
	 	(j) 	
      “Securities Act” means the Securities Act of 1933,
      as amended, and the rules and regulations promulgated
thereunder.

	 	 	 
	 	(k) 	
      “Trading Day” means a day on which the shares of
      Common Stock are traded on a trading market on which the shares of Common
      Stock are then listed or quoted, provided, that in the event that
      the shares of Common Stock are not listed or quoted, then Trading Day
      shall mean a Business Day.

	 	 	 
	 	(l) 	
      “Unit” means one Conversion Share and one
      Warrant.

	 	 	 
	 	(m) 	
      “Warrant” means a share purchase warrant in the
      form of share purchase warrant used by the Company with an exercise price
      of $0.15 and a term expiring on the earlier of (i) the second anniversary
      of the date the Warrant is issued and (ii) the fifth anniversary of the
      Issue Date of this Debenture. For clarity, the right to receive or
      exercise any Warrant hereunder shall expire on the fifth anniversary of
      the Issue Date of this Debenture.




	7. 	
      Replacement of debenture if lost or
    destroyed.



If this Debenture shall be mutilated, lost, stolen or
destroyed, the Company shall execute and deliver, in exchange and substitution
for and upon cancellation of the mutilated Debenture, or in lieu of or in
substitution for the lost, stolen or destroyed Debenture, a new Debenture for
the principal amount of this Debenture so mutilated, lost, stolen or destroyed
but only upon receipt of evidence of such loss, theft or destruction of such
Debenture, and of the ownership hereof, and indemnity, if requested, all
reasonably satisfactory to the Company.

	8. 	
      Governing law.



All questions concerning the construction, validity,
enforcement and interpretation of this Debenture shall be governed by and
construed and enforced in accordance with the internal laws of the Province of
British Columbia, without regard to the principles of conflicts of law
thereof.

5





	9. 	
      Waivers



Any waiver by the Company or the Holder of a breach of any
provision of this Debenture shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Debenture. The failure of the Company or the Holder to insist upon strict
adherence to any term of this Debenture on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Debenture. Any waiver
must be in writing.

	10. 	
      Usury



If any provision of this Debenture is invalid, illegal or
unenforceable, the balance of this Debenture shall remain in effect, and if any
provision is inapplicable to any Person or circumstance, it shall nevertheless
remain applicable to all other Persons and circumstances. If it shall be found
that any amount deemed to be interest due hereunder violates applicable laws
governing usury, the applicable rate of interest due hereunder shall
automatically be lowered to equal the maximum permitted rate of interest. The
Company covenants (to the extent that it may lawfully do so) that it shall not
at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Company from paying all or any portion of the
principal of or interest on this Debenture as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this indenture, and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefits or advantage of any
such law, and covenants that it will not, by resort to any such law, hinder,
delay or impeded the execution of any power herein granted to the Holder, but
will suffer and permit the execution of every such as though no such law has
been enacted.

	11. 	
      Next Business Day



Whenever any payment or other obligation hereunder shall be due
on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day.

IN WITNESS WHEREOF, the Company has caused this Convertible
Debenture to be duly executed by a duly authorized officer as of the date first
above indicated.

	 	ARGENTEX MINING CORP. 
	 	  
	 	  
	 	  
	 	By: 
  _________________________________
	 	           
             Ken Hicks, 
	 	           
             President 


6




ANNEX A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal and, if
applicable, interest due under the Convertible Debenture of ARGENTEX MINING
CORPORATION, a Delaware corporation (the “Company”), due on
____________-, 200__, into shares of Common Stock (each a “Conversion
Share”), par value $0.001 per share, of the Company and
_______________non-transferable share purchase warrants (each a
“Warrant”) according to the conditions hereof, as of the date written
below. If Conversion Shares and Warrants are to be issued in the name of a
Person other than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto and is delivering herewith such certificates and
opinions as reasonably requested by the Company in accordance therewith. No fee
will be charged to the holder for any conversion, except for such transfer
taxes, if any.

The undersigned agrees to comply with the prospectus delivery
requirements under the applicable securities laws in connection with any
transfer of the aforesaid Shares.

Conversion calculations:

Date to Effect Conversion:

Principal Amount of Debentures to be Converted:

If Applicable, the Amount of Interest to be Converted:

Number of Conversion Shares to be issued:

Number of Warrants to be issued:

Signature: 

_________________________________

Print Name:

_________________________________

Print Address: 

_________________________________

_________________________________

_________________________________





- A2 -

Schedule B

ACCREDITED INVESTOR QUESTIONNAIRE

The undersigned Subscriber hereby represents, warrants and
certifies to Argentex Mining Corporation, as an integral part of the
Subscription Agreement to which this Questionnaire is attached, that he, she or
it is and at Closing will be, correctly and in all respects described by the
category or categories set forth directly next to which the Subscriber has
marked below.

	[ ] 	(1)	a Canadian financial institution, or a Schedule III
    bank.
	 	 	 
	[ ] 	(2)	the Business Development Bank of Canada incorporated
    under the Business Development Bank of Canada Act (Canada).
	 	 	 
	[ ] 	(3) 	a subsidiary of any person referred to in
      paragraphs (1) or (2), if the person owns all of the voting securities of
      the subsidiary, except the voting securities required by law to be owned
      by directors of that subsidiary. 
	  	  	  
	[ ] 	(4) 	a person registered under the securities
      legislation of a jurisdiction of Canada as an adviser or dealer, other
      than a person registered solely as a limited market dealer under one or
      both of the Securities Act (Ontario) or the Securities Act
      (Newfoundland and Labrador). 
	  	  	  
	[ ] 	(5) 	an individual registered or formerly registered
      under the securities legislation of a jurisdiction of Canada as a
      representative of a person referred to in paragraph (4). 
	  	  	  
	[ ] 	(6) 	the Government of Canada or a jurisdiction of
      Canada, or any crown corporation, agency or wholly owned entity of the
      Government of Canada or a jurisdiction of Canada. 
	  	  	  
	[ ] 	(7) 	a municipality, public board or commission in
      Canada and a metropolitan community, school board, the Comité de gestion
      de la taxe scolaire de l’île de Montréal or an intermunicipal management
      board in Québec. 
	  	  	  
	[ ] 	(8) 	any national, federal, state, provincial,
      territorial or municipal government of or in any foreign jurisdiction, or
      any agency of that government. 
	  	  	  
	[ ] 	(9) 	a pension fund that is regulated by either the
      Office of the Superintendent of Financial Institutions (Canada) or a
      pension commission or similar regulatory authority of a jurisdiction of
      Canada. 
	  	  	  
	[ ] 	(10) 	an individual who, either alone or with a
      spouse, beneficially owns, directly or indirectly, financial assets having
      an aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds $1,000,000. 
	  	  	  
	[ ] 	(11) 	an individual whose net income before taxes
      exceeded $200,000 in each of the 2 most recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded $300,000 in
      each of the 2 most recent calendar years and who, in either case,
      reasonably expects to exceed that net income level in the current calendar
      year. 
	 	 	 
	[ ] 	(12)	
      an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000.

	 	 	 
	[ ] 	(13)	
       a person, other than an individual or investment
      fund, that has net assets of at least $5,000,000 as shown on its most
      recently prepared financial statements.

	 	 	 
	[ ] 	(14)	an investment fund that distributes or has
    distributed its securities only to


	 	 	 
		(a) 	
      a person that is or was an accredited investor at the
      time of the distribution,

	 	 	 
		(b) 	
      a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 [Minimum amount
      investment], and 2.19 [Additional investment in investment
      funds] of NI 45-106, or

		(c) 	a person described in paragraph (i) or (ii) that acquires
      or acquired securities under section 2.18 [Investment fund
    reinvestment] of NI 45-106.







- A3 -

	[ ] 	(15)	an investment fund that distributes or has
      distributed securities under a prospectus in a jurisdiction of Canada for
      which the regulator or, in Québec, the securities regulatory authority,
    has issued a receipt.
	 	 	 
	[ ] 	(16)	a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed account
      managed by the trust company or trust corporation, as the case may
    be.
	 	 	 
	[ ] 	(17)	a person acting on behalf of a fully managed account
    managed by that person, if that person
	 	 	 


	 	(a) 	is registered or authorized to carry on business as an
      adviser or the equivalent under the securities legislation of a
      jurisdiction of Canada or a foreign jurisdiction, and

	 	 	 
	 	(b) 	in Ontario, is purchasing a security that is not a
      security of an investment fund.

	 	 	 


	[ ] 	(18)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice
  from an eligibility adviser or an adviser registered under the
securities legislation of the jurisdiction of the registered charity to give
advice on the securities being traded. 
	 	 	 
	[ ] 	(19) 	an entity organized in a foreign jurisdiction that
      is analogous to any of the entities referred to in paragraphs (1) to (4)
    or paragraph (9) in form and function.
	 	 	 
	[ ] 	(20)	a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
    investors.
	 	 	 


	[ ] 	(21) 	an investment fund that is advised by a person
      registered as an adviser or a person that is exempt from registration as
      an adviser. 
	  	  	  
	[ ] 	(22) 	a person that is recognized or designated by
      the securities regulatory authority or, except in Ontario and Québec, the
      regulator as 



	 	(a) 	
      an accredited investor, or

	 	 	 
	 	(b) 	
      an exempt subscriber in Alberta or British Columbia after
      NI 45-106 comes into force.







- A4 -

Note: A summary of the meanings of some of the terms used in
this Accredited Investor Questionnaire follows the signature block
below.

DATED___________________ , 200__

	 	Signature
      of Subscriber 
	 	 
	 	Name
      of Subscriber 
	 	  
	 	 
	 	Address of Subscriber 


For the purposes of this Accredited Investor Questionnaire, the
following definitions are included for convenience: 

	 	(a) 	
      “affiliate” means that an issuer is an affiliate of
      another issuer if:

	 	 	 	 
	 		(i) 	
      one of them is the subsidiary of the other, or

	 	 	 	 
	 		(ii) 	
      each of them is controlled by the same person.

	 	 	 	 
	 	(b) 	
      “Canadian financial institution” means

	 	 	 	 
	 		(i) 	
      an association governed by the Cooperative Credit
      Associations Act (Canada) or a central cooperative credit society for
      which an order has been made under section 473(1) of that Act,
or

	 	 	 	 
	 		(ii) 	
      a bank, loan corporation, trust company, trust
      corporation, insurance company, treasury branch, credit union, caisse
      populaire, financial services cooperative, or league that, in each case,
      is authorized by an enactment of Canada or a jurisdiction of Canada to
      carry on business in Canada or a jurisdiction of Canada.

	 	 	 	 
	 	(c) 	
      “company” means any corporation, incorporated
      association, incorporated syndicate or other incorporated
    organization;

	 	 	 	 
	 	(d) 	
      “control person” has the same meaning as in securities
      legislation except in Manitoba, Newfoundland and Labrador, Northwest
      Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and
      Quebec where control person means any person that holds or is one of a
      combination of persons that holds

	 	 	 	 
	 		(i) 	
      a sufficient number of any of the securities of an issuer
      so as to affect materially the control of the issuer, or

	 	 	 	 
	 		(ii) 	
      more than 20% of the outstanding voting securities of an
      issuer except where there is evidence showing that the holding of those
      securities does not affect materially the control of the issuer.

	 	 	 	 
	 	(e) 	
      “entity” means a company, syndicate, partnership, trust
      or unincorporated organization;

	 	 	 	 
	 	(f) 	
      “financial assets” means cash, securities, or any
      contract of insurance or deposit or evidence thereof that is not a
      security for the purposes of the securities
legislation;







- A5 -

	 	(g) 	
      “fully managed account” means an account of a client for
      which a person makes the investment decisions if that person has full
      discretion to trade in securities for the account without requiring the
      client’s express consent to a transaction;

	 	 	 	 	 
	 	(h) 	
      “mutual fund” means:

	 	 	 	 	 
	 		(i) 	
      for the purposes of British Columbia law,

	 	 	 	 	 
	 			(A) 	
      an issuer of a security that entitles the holder to
      receive on demand, or within a specified period after demand, an amount
      computed by reference to the value of a proportionate interest in the
      whole or in a part of the net assets, including a separate fund or trust
      account, of the issuer of the security,

	 	 	 	 	 
	 			(B) 	
      an issuer described in an order that the commission may
      make under section 3.2 of the Securities Act (B.C.), and

	 	 	 	 	 
	 			(C) 	
      an issuer that is in a class of prescribed
  issuers,

	 	 	 	 	 
	 			
      but does not include an issuer, or a class of issuers,
        described in an order that the commission may make under section 3.1 of
    the Securities Act (B.C.);

	 	 	 	 	 
	 		(ii) 	
      for the purposes of Alberta law,

	 	 	 	 	 
	 			(A) 	
      an issuer whose primary purpose is to invest money
      provided by its security holders and whose securities entitle the holder
      to receive on demand, or within a specified period after demand, an amount
      computed by reference to the value of a proportionate interest in the
      whole or in part of the net assets, including a separate fund or trust
      account, of the issuer, or

	 	 	 	 	 
	 			(B) 	
      an issuer that is designated as a mutual fund under
      section 10 of the Alberta Securities Act (Alberta) or in accordance with
      the regulations,

	 	 	 	 	 
	 			
      but does not include an issuer, or class of issuers, that
        is designated under section 10 of the Alberta Securities Act (Alberta) not
    to be a mutual fund;

	 	 	 	 	 
	 		(iii) 	
      for the purposes of Ontario law, an issuer whose primary
      purpose is to invest money provided by its security holders and whose
      securities entitle the holder to receive on demand, or within a specified
      period after demand, an amount computed by reference to the value as a
      proportionate interest in the whole or in part of the net assets,
      including a separate fund or trust account, of the issuer;

	 	 	 	 	 
	 		(iv) 	
      for the purposes of Quebec law, a company issuing shares
      which must, on request of the holder, redeem them at their net asset
      value;

	 	 	 	 	 
	 	(i) 	
      “non-redeemable investment fund” means an
  issuer:

	 	 	 	 	 
	 		(i) 	
      whose primary purpose is to invest money provided by its
      security holders;

	 	 	 	 	 
	 		(ii) 	
      that does not invest,

	 	 	 	 	 
	 			(A) 	
      for the purpose of exercising or seeking to exercise
      control of an issuer, other than an issuer that is a mutual fund or a
      non-redeemable investment fund, or

	 	 	 	 	 
	 			(B) 	
      for the purpose of being actively involved in the
      management of any issuer in which it invests, other than an issuer that is
      a mutual fund or a non-redeemable investment fund, and

	 	 	 	 	 
	 		(iii) 	
      that is not a mutual fund;








- A6 -

	 	(j) 	
      “person” includes

	 	 	 	 
	 		(i) 	
      an individual,

	 	 	 	 
	 		(ii) 	
      a corporation,

	 	 	 	 
	 		(iii) 	
      a partnership, trust, fund and an association, syndicate,
      organization or other organized group of persons, whether incorporated or
      not, and

	 	 	 	 
	 		(iv) 	
      an individual or other person in that person's capacity
      as a trustee, executor, administrator or personal or other legal
      representative;

	 	 	 	 
	 	(k) 	
      “portfolio adviser” means:

	 	 	 	 
	 		(i) 	
      a portfolio manager; or

	 	 	 	 
	 		(ii) 	
      a broker or investment dealer exempted from registration
      as an adviser under section 148 of the regulation made under the
      Securities Act (Ontario) if that broker or investment dealer is not exempt
      from the by-laws or regulations of the Toronto Stock Exchange or the
      Investment Dealers’ Association of Canada referred to in that
    section;

	 	 	 	 
	 	(l) 	
      “related liabilities” means liabilities incurred or
      assumed for the purpose of financing the acquisition or ownership of
      financial assets or liabilities that are secured by financial assets;
      and

	 	 	 	 
	 	(m) 	
      “spouse” means an individual who:

	 	 	 	 
	 		(i) 	
      is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act (Canada) from the
      other individual,

	 	 	 	 
	 		(ii) 	
      is living with another individual in a marriage-like
      relationship, including a marriage-like relationship between individuals
      of the same gender, or

	 	 	 	 
	 		(iii) 	
      in Alberta, is an individual referred to in paragraph (i)
      or (ii), or is an adult interdependent partner within the meaning of the
      Adult Interdependent Relationships Act (Alberta);

	 	 	 	 
	 	(n) 	
      “subsidiary” means an issuer that is controlled directly
      or indirectly by another issuer and includes a subsidiary of that
      subsidiary.