Filed by sedaredgar.com - Argentex Mining Corp. - Exhibit 10.1






THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (“SUBSCRIPTION
AGREEMENT”) RELATES TO AN OFFERING OF A UNITS (THE “UNITS”) 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 UNITS 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 UNITS 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 SECURITIES TO BE PURCHASED PURSUANT TO THIS AGREEMENT MUST NOT
TRADE THE SECURITIES 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 

(Directors Units) 

	TO: 	Argentex Mining Corp. (the
      “Company”) 
	  	602-1112 West Pender Street

	 	Vancouver B.C. V6E
      2S1 
	  	Canada 


Purchase of Units 

1.                      
Subscription and Use of Proceeds 

1.1                    
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and
agrees to purchase ____________ units (each, a “Unit” and collectively,
the “Units”), with each Unit consisting of one share of the common stock
of the Company (each a “Share”) and one common share purchase warrant
(each a “Warrant”) at a price per Unit of USD $0.10 (such subscription
and agreement to purchase being the “Subscription”), for an aggregate
purchase price of USD$_____________ (the “Subscription Proceeds”.) Each
Warrant will entitle the holder to purchase one additional Share at a purchase
price of USD$0.15 for a period of 24 months from the Closing Date. 

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
Units 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 or its
solicitors pursuant to the wire transfer instructions that will be provided to
the Subscriber upon request. 




- 2 - 

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) 	
      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 Units (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 Shares, the Warrants or the shares of common
      stock (“Warrant Shares”) that may be issued upon the exercise of
      any of the Warrants (the 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
      or the applicable Canadian securities laws;

	 	 	 
	 	(c) 	
      no prospectus or offering memorandum within the meaning
      of the securities laws applicable in both the United States and Canada
      (collectively, the “Applicable Securities Laws”) has been delivered
      to, summarized for or seen by the Subscriber in connection with the sale
      of the Units 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 Units 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 and the SEDAR database maintained by the Canadian Securities
      Administrators at www.sedar.com;

	 	 	 
	 	(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 Laws) or any other 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







- 3 - 

	 		
      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
    Units;

	 	 	 
	 	(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 and
      the SEDAR database maintained by the Canadian Securities Administrators at
      www.sedar.com;

	 	 	 
	 	(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 Units 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 Units 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 Units 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
      any Applicable 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 (i) quoted on
      the over-the-counter market operated by the NASD’s OTC-BB in the United
      States and (ii) listed on the TSX Venture Exchange in the provinces of
      British Columbia and Alberta, Canada;

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







- 4 - 

	 	(o) 	
      the Company will refuse to register any transfer of the
      Securities 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 Securities Laws;

	 	 	 	 
	 	(p) 	
      the statutory and regulatory basis for the exemption from
      U.S. registration requirements claimed for the offer of the Units,
      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 and will 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 Units 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 a director of the Company;

	 	 	 
	 	(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;







- 5 - 

	 	(i) 	
      the Subscriber is outside the United States when
      receiving and executing this Agreement and is acquiring the Units 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 Units;

	 	 	 	 
	 	(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 and, in any
      event, in compliance with all Applicable Securities Laws;

	 	 	 	 
	 	(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 Units; 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 Units 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 Units 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 in the United
      States;

	 	 	 	 
	 	(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 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 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:

	 	 	 	 
	 		(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; except that the
      Company’s Common Stock is currently (i) listed for quotation on the U.S.
      Over the Counter Bulletin Board and (ii) listed on the TSX Venture
      Exchange.







- 6 - 

7.                      
Acknowledgement and Waiver 

7.1                    
The Subscriber has acknowledged that the decision to purchase the Units 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 Units. 

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.”



and a Canadian legend in substantially the following form: 

“UNLESS PERMITTED UNDER CANADIAN
  SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY
  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. 

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 Security was issued to the
      Subscriber;







- 7 - 

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

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

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

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

	 	 	 
	 	(f) 	
      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

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



9.3                    
The Subscriber acknowledges that any certificate representing any of the
Securities 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 of the Units 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 Units by the Subscriber pursuant hereto. 

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 Units and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the 




- 8 - 

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 any of the Securities. The purpose of the
collection of this information is to ensure that the Company and its advisors
will be able to issue the Securities 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. 

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: 	602 - 1112 West Pender Street,
      Vancouver BC V6E 2S1 
	 	Phone No.: 	(604) 568-2496 
	 	Fax No.: 	(604) 568-1540



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







- 9 - 

	 		
      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 Units, 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. 

20.                    
Delivery Instructions 

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

__________________________________________________________________________________________________
(name)


__________________________________________________________________________________________________
(address)


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

__________________________________________________________________________________________________
(name)


__________________________________________________________________________________________________
(address)





- 10 - 

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
Units is hereby accepted by the Company. 

DATED at ______________________, the________ day of
___________________, 2009. 

ARGENTEX MINING CORP. 


Per:   ________________________________________________
         
Authorized Signatory