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EMPLOYMENT AGREEMENT

THIS AGREEMENT made effective as of August 1, 2012.

BETWEEN:

ARGENTEX MINING CORPORATION(the Company)

AND:

MICHAEL JAMES PATERSON BROWN(the Executive)

RECITALS:

A. The Company is engaged in the business of exploring and
acquiring mineral resource properties in Argentina and Canada, and is seeking a
Chief Executive Officer who will be located initially in Vancouver, British
Columbia and then in Buenos Aries, Argentina; and

B. The Executive has accepted the Companys offer of employment
on the terms set out in this Agreement.

IN CONSIDERATION of the mutual promises of the parties, the
parties covenant and agree as follows:

1. DEFINITIONS

1.1 Definitions. For the purposes of this Agreement, the
following terms shall have the following meanings, respectively:

| | (a) | Agreement means this Agreement and all schedules and
      amendments hereto.                                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                      
| | (b) | Approved Holder means any person or group of persons
      acting in concert which as of the date of this Agreement hold, directly or
      indirectly, a sufficient number of the outstanding Voting Shares to affect
      materially the control of the Company.
| |     |                                                                                                                                                                                                                                                                      
| | (c) | Base Salary has the meaning attributed in Section
      3.1(a) of this Agreement.                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                      
| | (d) | Board means the board of directors of the
    Company.                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                      
| | (e) | Change of Control Event means the occurrence of any one
      of the events set out below:                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                                                                                  

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| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | a merger, amalgamation, or consolidation of the Company
      with or into another entity, or any other corporate reorganization, if
      more than 50% of the combined voting power of the continuing or surviving
      entitys securities outstanding immediately after are owned by persons who
      were not stockholders of the Company immediately prior to such merger,
      amalgamation, consolidation or reorganization;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the exercise of the voting power of all or any shares of
      the Company so as to cause or result in the election of a majority of
      directors of the Company who were not incumbent directors;                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | a tender offer, an exchange offer, a take-over bid or any
      other offer or bid by an entity, person or group (other than the Company,
      a wholly owned subsidiary of the Company, or an Approved Holder) for more
      than 50% of the issued and outstanding Common Shares; or                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the sale, transfer or other disposition by the Company of
      all or substantially all of the assets of the Company.                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | An event shall not constitute a Change of Control Event
      if its sole purpose is to change the jurisdiction of the Company or to
      create a holding company, partnership or trust that will be owned in
      substantially the same proportions by the persons who held the Companys
      securities immediately before such event. Additionally, a Change of
      Control Event will not be deemed to have occurred, with respect to the
      Executive, if the Executive is part of a purchasing group that consummates
      the Change of Control Event.                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (f) | Change of Control Period means a 12 month period
      beginning 6 months before the date the Change of Control Event occurs, and
      ending on the 6 month anniversary of the Change of Control
Event.                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (g) | Common Shares means the common shares of the
      Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (h) | Confidential Information means information, whether or
      not originated by the Executive, that relates to the business or affairs
      of the Company, its affiliates, clients or suppliers, as well as
      information provided to the Company by third parties which the Company is
      required to keep confidential. Confidential Information includes, but is
      not limited to, the following types of confidential information and other
      proprietary information of a similar nature (whether or not reduced to
      writing or designated or marked as confidential):
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | financial information, forecasts and projections,
      strategic plans, business opportunities, purchasing and internal cost
      information, and the manner and method of conducting the Companys
      business;                                                                                                                                                                                                                 

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| | (ii)  | information, studies, reports and other documents,
      including without limitation, plans, surveys, drill records, assay maps,
      technical and proprietary information, operational manuals and know-how
      relating to the exploration, development and extraction of minerals from
      the properties and projects that the Company owns, is investigating for
      possible acquisition or investment;                                                                 
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iii) | information relating to Developments prior to any public
      disclosure thereof, including but not limited to, the nature of the
      Developments, production data, technical and engineering data, test data
      and test results, the status and details of research and development of
      products and services, and information regarding acquiring, protecting,
      enforcing and licensing proprietary rights (including patents, copyrights
      and trade secrets);
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iv)  | personal and contact information about the Companys
      employees and contractors, vendor names and other vendor
    information;                                                                                                                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (v)   | marketing and development plans, price and cost data,
      price and fee amounts, pricing and billing policies, quoting procedures,
      marketing techniques and methods of obtaining business, forecasts and
      forecast assumptions and volumes, current and prospective client lists,
      and future plans and potential strategies of the Company that have been or
      are being discussed; and                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (vi)  | all information that becomes known to the Executive as a
      result of employment that the Executive, acting reasonably, believes is
      Confidential Information or that the Company takes measures to
    protect.                                                                                                                                                                                                                                                               

Confidential Information does not
include:

| | (vii)  | the general skills and experience gained during the
      Executives employment or engagement with the Company that the Executive
      could reasonably have been expected to acquire in similar employment or
      engagements with other companies;                                                                                                                                                                                         
| | ------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (viii) | information publicly known without breach of this
      Agreement or similar agreements; or                                                                                                                                                                                                                                                                                                                                                      
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (ix)   | information, the disclosure of which is required to be
      made by any law, regulation or governmental authority (to the extent of
      the requirement), provided that before disclosure is made, notice of the
      requirement (and the extent of the requirement) is provided to the Company
      (to the extent reasonably possible in the circumstances), and the Company
      is afforded an opportunity to dispute the
requirement.

| | (i) | Date of Termination means the date of termination of
      this Agreement.
| | --- | ----------------------------------------------------------------------------

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| | (j) | Developments means all discoveries, inventions,
      designs, works of authorship, improvements and ideas (whether or not
      patentable or copyrightable) and legally recognized proprietary rights
      (including, but not limited to, patents, copyrights, trademarks,
      topographies, know-how and trade secrets), and all records and copies of
      records relating to the foregoing, that:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                               
| | (k) | Effective Date means August 1st, 2012.                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                               
| | (l) | Employee Benefits has the meaning attributed in Section
      4.1 of this Agreement.                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                               
| | (m) | Good Reason means the occurrence of any of the
      following events without the express written consent of the
    Executive:                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                               
| | (n) | Just Cause includes, but is not limited to:                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                         

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| |     | (iv)                                                                                        | any breach by the Executive of the fiduciary duties
      normally owed by a Chief Executive Officer of a Company including the duty
      to avoid conflicts of interest, and to act honestly and in good faith with
      a view to the best interests of the Company;
| | --- | ------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                             |                                                                                                                                                                                                                                                                         
| |     | (v)                                                                                         | any other material breach of this Agreement by the
      Executive; or                                                                                                                                                                                                  
| |     |                                                                                             |                                                                                                                                                                                                                                                                         
| |     | (vi)                                                                                        | just cause as that term is defined by the common law
      applicable in British Columbia.                                                                                                                                                                              
| |     |                                                                                             |                                                                                                                                                                                                                                                                         
| | (o) | Stock Options has the meaning attributed to it in
      Section 3.1(c) of this Agreement.

2. TERMS AND CONDITIONS OF EMPLOYMENT

2.1 Position. The Company and the Executive agree that
as of the Effective Date, the Company will employ the Executive on the terms and
conditions set out in this Agreement. The Executive shall perform such duties as
are regularly and customarily performed by the Chief Executive Officer (CEO)
of a public company, which shall include, by way of example and not in
limitation, the duties set forth in Schedule A. The Executive agrees that in
addition to the role of CEO, the Executive will perform other related positions
or duties of senior capacity as the Board may from time to time reasonably
require. The Executive shall always act in accordance with any reasonable
decisions of and obey and carry out all lawful and reasonable orders given to
him by the Board.

2.2 Reporting. The Executive shall:

| | (a) | report to the Board and take direction from the Board by
      resolution, and in the absence of, or pending a resolution of the Board on
      any matter, take direction from the Chair of the Board; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                            
| | (b) | ensure that all contracts and similar arrangements of the
      Company shall be approved and signed in accordance with the signing
      authorities authorized by the Board from time to
time.           

2.3 Term. Employment of the Executive by the Company is
for an indefinite term and will commence on the Effective Date and continue
until such time as this Agreement is terminated in accordance with Section
6.

2.4 Location. The Executives employment will be based
in the Companys offices in Vancouver, British Columbia until approximately
December 31, 2013. Thereafter, if it is determined to be in the best interest of
the Company (as approved by the Board) that the Companys CEO be located in
Argentina, then the Executive will be transferred to Buenos Aries, Argentina.
The Executive understands that he may be required to travel regularly in order
to fulfill his duties as CEO of the Company.

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2.5 Full Time and Efforts. Unless prevented by ill
health, or physical or mental disability or impairment, the Executive shall,
during the term hereof, devote his full time, effort, care and attention to his
duties set out in this Agreement and to the business of the Company in order to
properly discharge his duties hereunder and the Executive shall not be employed
or associated with any other business venture without the written consent of the
Board.

2.6 Fiduciary Role. The Executive acknowledges that as
the CEO of the Company, he is an officer of the Company, occupies a position of
fiduciary trust and confidence, and as a fiduciary, he will develop and acquire
wide experience and knowledge with respect to all aspects in which the Companys
business is conducted. The Executive agrees to serve the Company in a manner
which is consistent with the fiduciary duties owed to the Company. Without
limiting the generality of the foregoing, the Executive shall observe the
highest standards of loyalty, good faith, and avoidance of conflicts of duty and
self-interest.

3. COMPENSATION

3.1 Compensation. During the Initial Term and any
Renewal Terms in effect in which compensation has not been amended, the Company
shall pay and provide the following compensation to the Executive:

| | (a) | Base Salary. The Company will pay the Executive a
      Base Salary of $250,000 per annum effective August 1, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | Performance Bonus. The Executive shall be eligible
      to earn an annual bonus of up to 50% of the Executives Base Salary each
      fiscal year (the Performance Bonus) by achieving annual targets mutually
      agreed to by the Board and the Executive. The Performance Bonus the
      Executive is eligible to earn for F2012 will be 50% of the Performance
      Bonus to account for August 1, 2012 start date of the Executives
      employment with the Company. The calculation and amount of all Performance
      Bonuses to be awarded to the Executive will be subject to the Boards
      approval.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c) | Equity Compensation  Stock Options. Subject to
      compliance with all applicable laws and the rules of any quotation system
      or stock exchange on which the Common Shares are listed, the Company will
      grant to the Executive options to purchase one million Common Shares
      (Stock Options) on the following terms:                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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| | (iv) | the Stock Options will vest in four equal quarterly
      installments, with the first installment vesting on the first day of the
      first fiscal quarter following the date of grant and each subsequent
      installment vesting on the first day of each fiscal quarter
    thereafter;                                                                                                                                                                                                            
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (v)  | vested Stock Options may be exercised for up to 3 years
      from the grant date; and                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (vi) | the Stock Options will be subject to the terms of the
      Companys stock option plan and its standard form of stock option
      agreement. In the event of a conflict between the terms of this Agreement
      and the terms of the Companys stock option plan or its standard form of
      stock option agreement, the terms of the stock option plan shall control
      and, where the stock option plan is silent, the terms of the standard form
      of stock option agreement shall control.

3.2 All compensation payable to the Executive pursuant to this
Article 3 or otherwise under this Agreement will be payable in accordance with
the Companys normal payroll practices, as applicable, and will be subject to
all statutory deductions that the Company is required to make and remit.

3.3 The Executive will be responsible to pay for all federal,
provincial and local taxes assessed in Canada on any income received from the
Executive under this Agreement, which are over and above the amounts that were
deducted and remitted on the Executives behalf by the Company. If the Executive
is transferred to Argentina, the Company and Executive will review the
Executives compensation to ensure that it is structured and paid in a tax
efficient manner.

4. EMPLOYEE BENEFITS & PERQUISITES

4.1 Employee Benefits. Until the Company implements an
employee benefits plan, the Company will reimburse the Executive up to a maximum
of $6,000 per year, for out of pocket costs to purchase BC MSP medical
insurance, extended health, dental and term life insurance for the Executive and
the Executives dependents.

4.2 Relocation Allowance. The Executive will be
reimbursed for all reasonable relocation costs and related expenses actually and
properly incurred by the Executive in connection with relocating his household
effects:

| | (a) | from Toronto, Ontario to Vancouver, British Columbia,
      and                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                       
| | (b) | from Vancouver, British Columbia to Buenos Aires,
      Argentina if such relocation is approved in accordance with section
      2.4.

For all such relocation expenses, the Executive will be
required to keep proper accounts and to furnish statements and vouchers to the
Company within 30 days after the date the expenses are incurred.

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4.3 Temporary Accommodation Reimbursement. The Company
will reimburse the Executive for reasonable costs incurred up to February 28,
2012 for temporary accommodation for the Executive and his family, while the
Executive seeks permanent accommodation in in Metro Vancouver.

4.4 Vacation. The Executive shall be entitled to four
(4) weeks paid vacation each year, which is to be taken at such time or times
as the Executive may select and the Board may reasonably approve having regard
to the business affairs and operations of the Company.

4.5 Expenses. The Company will reimburse the Executive
for reasonable expenses incurred by him in the performance of his duties and
responsibilities hereunder, which expenses will be verified in writing at least
monthly by the Executive.

5. CONFIDENTIAL INFORMATION AND DEVELOPMENTS

5.1 Confidential Information.

| | (a) | All Confidential Information, whether developed by the
      Executive while employed by the Company, or by others employed or engaged
      by or associated with the Company or its affiliates or clients, is the
      exclusive and confidential property of the Company or its affiliates or
      clients, as the case may be, and will at all times be regarded, treated
      and protected as such, as provided in this Agreement.                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | At all times during and subsequent to the Executives
      employment with the Company, the Executive will not disclose Confidential
      Information to any person (other than as necessary in carrying out the
      Executives duties on behalf of the Company) without first obtaining the
      Companys consent, and the Executive will take all reasonable precautions
      to prevent inadvertent disclosure of any Confidential
  Information.                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | At all times during and subsequent to the Executives
      employment with the Company, the Executive will not use, copy, transfer or
      destroy any Confidential Information (other than as necessary in carrying
      out the Executives duties on behalf of the Company) without first
      obtaining the Companys consent and the Executive will take all reasonable
      precautions to prevent inadvertent use, copying, transfer or destruction
      of any Confidential Information. This prohibition includes, but is not
      limited to, licensing or otherwise exploiting, directly or indirectly, any
      products or services that embody or are derived from Confidential
      Information or exercising judgment or performing analysis based upon
      knowledge of Confidential Information.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | Within two (2) business days after the termination of the
      Executives employment for any reason, the Executive will promptly deliver
      to the Company all property of or belonging to or administered by the
      Company including without limitation all Confidential Information that is
      embodied in any form, whether in hard copy or on electronic media, and
      that is within the Executives possession or under the Executives
      control.                                                                                                                                                                                                                                                                                                                                                  

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5.2 Intellectual Property.

| | (a) | All Developments will be the exclusive property of the
      Company and the Company will have sole discretion to deal with
      Developments. The Executive agrees that no intellectual property rights in
      the Developments are or will be retained by him. For greater certainty,
      all work done during the term of employment by the Executive for the
      Company or its affiliates is the sole property of the Company or its
      affiliates, as the case may be, as the first author for copyright purposes
      and in respect of which all copyright will vest in the Company or the
      relevant affiliate, as the case may be. In consideration of the benefits
      to be received by the Executive under the terms of this Agreement, the
      Executive hereby irrevocably sells, assigns and transfers and agrees in
      the future to sell, assign and transfer all right, title and interest in
      and to the Developments and intellectual property rights therein
      including, without limitation, all patents, copyright, industrial design,
      circuit topography and trademarks, and any goodwill associated therewith
      in Canada and worldwide to the Company and the Executive will hold all the
      benefits of the rights, title and interest mentioned above in trust for
      the Company prior to the assignment to the Company.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b) | The Executive will do all further things that may be
      reasonably necessary or desirable in order to give full effect to the
      foregoing. If the Executives cooperation is required in order for the
      Company to obtain or enforce legal protection of the Developments
      following the termination of the Executives employment, the Executive
      will provide that cooperation so long as the Company pays to the Executive
      reasonable compensation for the Executives time at a rate to be agreed
      between the Executive and the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

5.3 Post-employment Fiduciary Duties. The Executive is
an officer and fiduciary of the Company and accordingly, the Executive
understands that he has common law obligations not to

| | (a) | compete unfairly with the Company after the termination
      of his employment (for any reason) with the Company;                                                                                                                                                                      
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                         
| | (b) | appropriate for his own or third parties benefit, any of
      the Companys business opportunities that the Executive learned of or was
      working on while employed by the Company (unless the Company consents in
      writing, which consent may be unreasonably withheld); nor
| |     |                                                                                                                                                                                                                                                                                         
| | (c) | solicit those employees or contractors of the Company who
      were employed or working for the Company at the time of the Executives
      termination, for the purpose of inducing them to terminate their
      employment or contract with the Company.                           

5.4 Consent to Enforcement. The Executive confirms that
all restrictions in sections 5.1, 5.2, and 5.3 are reasonable and valid and any
defences to the strict enforcement thereof by the Company are waived by the
Executive. Without limiting the generality of the foregoing, the Executive hereby consents to an injunction being granted by a
court of competent jurisdiction in the event that the Executive is in breach of
any of the provisions stipulated in sections 5.1, 5.2 and 5.3. The Executive
hereby expressly acknowledges and agrees that injunctive relief is an
appropriate and fair remedy in the event of a breach of any of the said
provisions.

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5.5 The Executives obligations under each of sections 5.1,
5.2, and 5.3 are to remain in effect in accordance with each of their terms and
will exist and continue in full force and effect despite any breach or
repudiation, or alleged breach or repudiation, of this Agreement, the
Executives wrongful dismissal by the Company or the termination of this
Agreement for any reason.

6. TERMINATION

6.1 Resignation. The Executive may resign his employment
by providing 90 days prior written notice to the Company, which notice may be
waived by the Company in its sole discretion. If the Company waives all or part
of the Executives notice of resignation, the Company will pay the Executive an
amount equal to the Base Salary for the balance of the notice period given by
the Executive.

6.2 Termination for Just Cause. The Company may
terminate the Executives employment for Just Cause at any time by delivering to
the Executive written notice of termination. In the event that the Executives
employment with the Company is terminated by the Company for Just Cause, the
Executive shall not be entitled to any additional payments or benefits
hereunder, other than for Base Salary earned up to the Date of Termination,
excluding any Performance Bonus.

6.3 Termination by the Executive for Good Reason &
Termination by the Company Other than for Just Cause.

| | (a) | The Executive may terminate his employment with the
      Company for Good Reason, at any time within 60 days after the date the
      Executive has given written notice to the Board of the alleged Good
      Reason and provided that the Company has failed to cure such event or
      situation.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                          
| | (b) | The Company may terminate the Executives employment at
      any time for other than Just Cause by delivering to the Executive written
      notice of termination.                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                          
| | (c) | If the Executives employment with the Company is
      terminated pursuant to section 6.3(a) or 6.3(b), then the Company
    shall                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                          
| |     | (i)                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                          
| |     | (ii)                                                                                                                                                                                                                                                                                                     

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| | (d) | The severance amount calculated pursuant to Section
      6.3(c) will be subject to statutory deductions and will be payable in a
      lump sum. This severance payment will also be in lieu of, not in addition
      to, the notice of termination required by the BC Employment Standards
      Act, or any similar legislation triggered by the termination of this
      Agreement.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                          
| | (e) | If the Executive is terminated pursuant to this section
      6.3 any Stock Options granted to the Executive which have not vested shall
      vest immediately and be immediately exercisable subject to the terms of
      the Companys Stock Option Agreement that was in existence at the time the
      Stock Options were awarded to the Executive.                               

6.4 Termination During a Change of Control Period. If a
Change of Control Event occurs, and the Executives employment is terminated for
any reason during the Change of Control Period (excluding termination for Just
Cause), or the Executive terminates his employment for Good Reason during the
Change of Control Period, the Company will pay the Executive two times the
severance amount that is payable to the Executive pursuant to section 6.3(c)(i)
..

In addition, any unvested Stock Options will immediately vest
if the Executives employment is terminated during a Change of Control
Period.

6.5 Fair and Reasonable Provisions. The Company and
Executive acknowledge and agree that the provisions of section 6.3 regarding
further payments of the Base Salary, Performance Bonus and other bonuses, and
the vesting of the Stock Options, if any, and other option or equity grants,
constitute fair and reasonable provisions for the consequences of such
termination, and such payments and benefits shall not be limited or reduced by
amounts the Executive might earn or be able to earn from any other employment or
ventures during the remainder of the agreed term of this Agreement.

6.6 Deemed Resignation as Director and/or Officer.
Unless otherwise agreed to by the Company, the Executive will be deemed to have
resigned from all offices and directorships for the Company and its affiliates
effective on the last date of his employment with the Company.

7. GENERAL

7.1 Indemnification. The Company hereby covenants and
agrees that if the Executive is made a party, or is threatened to be made a
party, to any action, suit or proceeding, whether civil, criminal,
administrative or investigative of any nature whatsoever by reason of, or as a
result of, the fact that he is or was a director, officer or employee of the
Company or is or was serving at the request of the Company as a trustee,
director, officer, member, employee or agent of another Company, partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, the Executive shall be indemnified and held harmless by
the Company to the fullest extent legally permitted or authorized by the
Companys constating documents or, if greater, as required by applicable
federal, state or provincial legislation, against all costs, expenses, liability
and losses of any nature whatsoever (including, without limitation, lawyers
fees, judgments, fines, interest, taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered by the
Executive in connection therewith (collectively the Indemnification Amounts),
and such indemnification shall continue as to the Executive even if he has
ceased to be a director, officer, member, employee or agent of the Company and
shall inure to the benefit of the Executive the Indemnification Amounts
incurred, or reasonably estimated to be incurred, by him immediately upon
receipt by the Company of a written request for such advance.

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7.2 Liability Insurance. The Company shall obtain third
party liability insurance for the Executive (including directors and officers
liability insurance if applicable) insuring the Executive for any claims arising
from the negligent acts or omissions of the Executive or the Company during the
period the Executive was employed by the Company.

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

7.4 Obligations Continue. The Executives obligations
under section 5 are to remain in full force and effect notwithstanding
termination of this Agreement for any reason.

7.5 Amendment or Waiver. No provision in this Agreement
may be amended unless such amendment is agreed to in writing and signed by the
Executive and an authorized officer of the Company. No waiver by either party
hereto of any breach by the other party hereto of any condition or provision
contained in this Agreement to be performed by such other party shall be deemed
a waiver of a similar or dissimilar condition or provision at the same or any
prior or subsequent time. Any waiver must be in writing and signed by the
Executive or an authorized officer of the Company, as the case may be.

7.6 Compliance with Policies and Laws. The Executive
agrees to abide by all the Companys policies and procedures, including without
limitation, the Companys code of conduct. The Executive also agrees to abide by
all laws applicable to the Company, in each jurisdiction that it does business,
including without limitation securities laws, regulations governing publicly
traded companies and the rules of any stock exchange on which the Common Shares
are listed from time-to-time.

7.7 Governing Law and Venue. This Agreement shall be
construed and interpreted in accordance with the laws of the Province of British
Columbia and the federal laws of Canada applicable thereto. Each of the parties
hereby irrevocably attorns to the jurisdiction of the Supreme Court of British
Columbia with respect to any disputes arising out of this Agreement.

7.8 Notices. Any notice required or permitted to be
given under this Agreement shall be in writing and shall be properly given if
delivered or faxed addressed as follows:

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| | (a) | the Company: Suite 835, 1100 Melville Street, Vancouver,
      BC V6E 4A6, and                                                                                                                                                        
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                       
| | (b) | the Executive: to the last address of the Executive in
      the records of the Company and its subsidiaries or to such other address
      as the parties may from time to time specify by notice given in accordance
      herewith.

Any notice so given shall be conclusively deemed to have been
given or made on the day of delivery, if delivered, or if faxed, upon the date
shown on the delivery receipt recorded by the sending facsimile machine.

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

7.10 Entire Agreement. This Agreement contains the
entire understanding and agreement between the parties concerning the subject
matter hereof and supersedes all prior agreements, understandings, discussions,
negotiations and undertakings, whether written or oral, between the parties with
respect thereto.

7.11 Currency. Unless otherwise specified herein all
references to dollar or dollars are references to Canadian dollars.

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

7.13 Counterparts/Facsimile Execution. This Agreement
may be executed in several parts in the same form and such parts as so executed
shall together constitute one original document, and such parts, if more than
one, shall be read together and construed as if all the signing parties had
executed one copy of the said Agreement.

INTENDING TO BE LEGALLY BOUND, the parties have executed this
Agreement as of the date first above written.

ARGENTEX MINING CORPORATION

|     |                      | /s/Michael Brown      
|---- | -------------------- | ----------------------
|Per: | /s/Jenna Hardy       | MICHAEL JAMES PATERSON
|     | Authorized Signatory | BROWN                 

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SCHEDULE A

CHIEF EXECUTIVE OFFICER POSITION DESCRIPTION

The Chief Executive Officer is the most senior executive
decision making authority on matters of governance, finance, operations and
regulatory compliance for the Company, excluding those decisions which are
reserved for the Companys Board of Directors. The CEO is accountable for, and
has responsibility for the following:

|(a) | the Companys overall financial, strategic, regulatory
      and operational matters;                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                
|(b) | supervision of investor relations and corporate
      information dissemination and ensuring that the Company is in compliance
      with all laws and regulations;                                                            
|    |                                                                                                                                                                                                                                
|(c) | preparation and execution of long term and yearly
      business plans and budgets, corporate strategies, policies and programs
      for approval by the Board;                                                               
|    |                                                                                                                                                                                                                                
|(d) | hiring and firing of employees and ensuring that the
      Company has succession plans in place;                                                                                                                              
|    |                                                                                                                                                                                                                                
|(e) | providing leadership on all of the Companys operations
      including without limitation, compliance with the Companies policies and
      laws (particularly with respect to safety and environmental compliance);
      and
|    |                                                                                                                                                                                                                                
|(f) | performance of such other duties consistent with the
      Executives position which the Board shall, from time to time, reasonably
      direct.                                                                             

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