Filed by sedaredgar.com - Argentex Mining Corporation - Exhibit 10.4






THESE WARRANTS ARE NOT TRANSFERABLE.

THESE WARRANTS AND THE SECURITIES ISSUABLE UPON EXERCISE OF
THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THESE
WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE
UNITED STATES UNLESS THE SECURITIES ISSUABLE UPON EXERCISE OF THESE WARRANTS
HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES
LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY
REGULATION S UNDER THE U.S. SECURITIES ACT. 

WARRANTS TO PURCHASE COMMON SHARES

OF

ARGENTEX MINING CORPORATION. 
(incorporated under the
laws of the State of Delaware)

	Number • 	Number of Warrants represented by this certificate:
      • 


          THIS
  CERTIFIES THAT, for value received, • 
  (the “Holder”), being the registered holder of these warrants
  (the “Warrants”) is entitled, at any time prior to 5:00 p.m.
  (Vancouver time) on the Expiry Day (as defined below) to subscribe for and purchase
  the number of common shares (the “Warrant Shares”) of Argentex
  Mining Corporation (the “Company”) set forth above on the basis
  of one Warrant Share at a price of C$0.90 (the “Exercise Price”)
  for each Warrant exercised, subject to adjustment as set out herein and only
  in accordance with the provisions hereof, by surrendering to the Company at
  its principal office, 602 – 1112 West Pender Street, Vancouver, British
  Columbia V6E 2S1, Canada, this Warrant certificate (the “Warrant Certificate”),
  with a completed and executed subscription form attached hereto, and payment
  in full for the Warrant Shares being purchased. 

          The
Company shall treat the Holder as the absolute owner of this Warrant Certificate
for all purposes and the Company shall not be affected by any notice or
knowledge to the contrary. The Holder shall be entitled to the rights evidenced
by this Warrant Certificate free from all equities and rights of set-off or
counterclaim between the Company and the original or any intermediate holder and
all persons may act accordingly and the receipt by the Holder of the Warrant
Shares issuable upon exercise hereof shall be a good discharge to the Company
and the Company shall not be bound to inquire into the title of any such Holder.


	1. 	
      Definitions: In this Warrant
      Certificate, unless there is something in the subject matter or context
      inconsistent therewith, the following expressions shall have the following
      meanings namely:

	 	 	 
		(a) 	
      “Adjustment Period” means the period commencing on
      the date hereof and ending at the Expiry Time;







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	 	(b) 	
      “Business Day” means any day other than a
      Saturday, Sunday, legal holiday or a day on which banking institutions are
      closed in Toronto, Ontario or Vancouver, British Columbia;

	 	 	 	 
	 	(c) 	
      “Common Shares” means the common shares of the
      Company as such shares are constituted on the date hereof, as the same may
      be reorganized, reclassified or otherwise changed pursuant to any of the
      events set out in Section 11 hereof;

	 	 	 	 
	 	(d) 	
      “Company” means Argentex Mining Corporation, a
      company incorporated under the laws of the State of Delaware and its
      successors and assigns;

	 	 	 	 
	 	(e) 	
      “Current Market Price” of a Common Share at any
      date means the price per share equal to the weighted average price at
      which the Common Shares have traded on the TSXV for the 20 Trading Days
      prior to the relevant date or, if the Common Shares are not listed on the
      TSXV, on any other stock exchange on which such shares are then listed as
      may be selected by the directors of the Company or, if the Common Shares
      are not listed on any stock exchange, then on the over-the-counter market
      with the weighted average price per Common Share being determined by
      dividing the aggregate sale price of all Common Shares sold on the said
      exchange or market, as the case may be, during the said 20 Trading Days by
      the aggregate number of Common Shares so sold or, if the Common Shares are
      not listed or quoted on any stock exchange or over-the-counter market,
      such price as may be determined by the directors of the Company;

	 	 	 	 
	 	(f) 	
      “Dividends Paid in the Ordinary Course” means
      dividends paid in any financial year of the Company, whether in (i) cash;
      (ii) shares of the Company; (iii) warrants or similar rights to purchase
      any shares of the Company or property or other assets of the Company
      provided that the value of such dividends does not in such financial year
      exceed the greater of:

	 	 	 	 
	 		(i) 	
      150% of the aggregate amount of dividends paid by the
      Company on the Common Shares in the 12-month period ending immediately
      prior to the first day of such financial year; and

	 	 	 	 
	 		(ii) 	
      100% of the consolidated net earnings from continuing
      operations of the Company, before any extraordinary items, for the
      12-month period ending immediately prior to the first day of such
      financial year (such consolidated net earnings from continuing operations
      to be computed in accordance with generally accepted accounting principles
      in Canada);

	 	 	 	 
	 	(g) 	
      “Early Expiry Date” means 30 days following the
      receipt by the Holder of the Early Expiry Notice;

	 	 	 	 
	 	(h) 	
      “Early Expiry Event” means the date on which the
      Common Shares have traded on the TSXV or the OTC Bulletin Board for a
      period of 30 consecutive trading days with an average closing price
      greater than C$1.25; and if the average price on the OTC Bulletin Board is
      used, the Company shall calculate the price in Canadian dollars using the
      “$US/$C noon rate” as published from time to time on the Bank of Canada
      website;

	 	 	 	 
	 	(i) 	
      “Early Expiry Notice” means a written notice from
      the Company advising the Holder of the Early Expiry Event, such notice to
      be sent within five (5) Business Days following the Early Expiry Event,
      and provided that the Company shall not give
such







- 3 - 

notice to the holder until the
Registration Statement has been declared effective by the SEC; 

	 	(j) 	
      “Exercise Price” means C$0.90 per Warrant Share,
      subject to adjustment in accordance with Section 11 hereof;

	 	 	 
	 	(k) 	 “Expiry Day” means the earlier of (i)
        November • , 2011; and (ii) the Early
        Expiry Date;

	 	 	 
	 	(l) 	
      “Expiry Time” means 5:00 p.m. (Vancouver time), on
      the Expiry Day;

	 	 	 
	 	(m) 	
      “Holder” shall have the meaning ascribed thereto
      on the face page hereof;

	 	 	 
	 	(n) 	
      “person” means an individual, corporation,
      partnership, unincorporated syndicate, unincorporated organization, trust,
      trustee, executor, administrator, or other legal representative, or any
      group or combination thereof or any other entity whatsoever;

	 	 	 
	 	(o) 	
      “Registration Statement” means the registration
      statement of the Company on Form S-1, or a successor form, and as such
      Registration Statement may be amended from time to time under the U.S.
      Securities Act, to be filed with the SEC in order to register the Warrant
      Shares for resale;

	 	 	 
	 	(p) 	
      “SEC” means the United States Securities and
      Exchange Commission;

	 	 	 
	 	(q) 	
      “Trading Day” with respect to a stock exchange,
      market or over-the-counter market means a day on which such stock exchange
      or over-the-counter market is open for business;

	 	 	 
	 	(r) 	
      “TSXV” means the TSX Venture Exchange;

	 	 	 
	 	(s) 	
      “United States” means the United States of
      America, its territories and possessions, any State of the United States
      and the District of Columbia;

	 	 	 
	 	(t) 	
      “U.S. Person” means U.S. person as that term is
      defined in Regulation S under the U.S. Securities Act;

	 	 	 
	 	(u) 	
      “U.S. Securities Act” means the United States
      Securities Act of 1933, as amended;

	 	 	 
	 	(v) 	
      “Warrant” means a warrant exercisable to purchase
      one Warrant Share at the Exercise Price until the Expiry Time;
  and

	 	 	 
	 	(w) 	
      “Warrant Share” means the Common Share issuable
      upon the exercise of the Warrant.




	2. 	
      Expiry Time: At the Expiry Time, all
      rights under the Warrants evidenced hereby, in respect of which the right
      of subscription and purchase herein provided for shall not theretofore
      have been exercised, shall expire and be of no further force and
      effect.

	 	 	 
	3. 	
      Exercise Procedure:

	 	 	 
		(a) 	
      The Holder may exercise the right to subscribe and
      purchase the number of Warrant Shares herein provided, by delivering to
      the Company prior to the Expiry Time at its principal office this Warrant
      Certificate, with the subscription form attached hereto
  duly







- 4 -


completed and executed by the Holder
or its legal representative or attorney, duly appointed by an instrument in
writing in form and manner satisfactory to the Company, together with a
certified cheque or bank draft payable to or to the order of the Company in an
amount equal to the aggregate Exercise Price in respect of the Warrants so
exercised. Any Warrant Certificate so surrendered shall be deemed to be
surrendered only upon delivery thereof to the Company at its principal office
set forth herein (or to such other address as the Company may notify the
Holder). 

	 	(b) 	
      Upon such delivery as aforesaid, the Company shall cause
      to be issued to the Holder hereof the Warrant Shares subscribed for not
      exceeding those which such Holder is entitled to purchase pursuant to this
      Warrant Certificate and the Holder hereof shall become a shareholder of
      the Company in respect of the Warrant Shares subscribed for with effect
      from the date of such delivery and shall be entitled to delivery of a
      certificate evidencing the Warrant Shares and the Company shall cause such
      certificates to be mailed to the Holder hereof at the address or addresses
      specified in such subscription as soon as practicable, and in any event
      within five (5) Business Days of such delivery.

	 	 	 
	 	(c) 	 The certificate or certificates representing Warrant
        Shares issued before March • , 2010
        upon exercise of the Warrants represented hereby shall be impressed with
        a legend substantially in the following form:

	 	 	 
	 		
      CANADIAN LEGEND:




  
    
      
        “UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
          THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH
          • , 2010.” 

      

    

  



TSXV LEGEND:



  
    
      
        “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX
          VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION,
          THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
          HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE
          TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT
          OF A CANADIAN RESIDENT UNTIL MARCH •
          , 2010.” 

      

    

  



	 	(d) 	
      Unless the Registration Statement has been declared
      effective and the Holder executes and delivers to the Company such written
      undertakings as the Company and its counsel may reasonably require in
      order to ensure compliance with the relevant provisions of the U.S.
      Securities Act, the certificate or certificates representing Warrant
      Shares issued upon exercise of the Warrants represented hereby shall be
      impressed with a legend substantially in the following form:

	 	 	 
	 		
      U.S. LEGEND:




  
    
      
        “THESE SECURITIES HAVE NOT BEEN REGISTERED
          WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
          COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
          FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
          ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND,
          ACCORDINGLY, MAY NOT BE OFFERED OR SOLD

      

    

  






- 5 -



  
    
      
        EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
          UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
          FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
          OF THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
          LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
          NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT.”
          

      

    

  



	 	(e) 	
      (A) These Warrants may not be exercised in the United
      States or by, or on behalf of, a U.S. Person and (B) no Warrant Shares
      issued upon exercise of these Warrants may be delivered to any address in
      the United States unless an exemption is available from the registration
      requirements of the U.S. Securities Act and applicable state securities
      laws and (i) the Holder has delivered to the Company a completed and duly
      executed copy of the U.S. Accredited Investor Status Certificate attached
      to the subscription form as Schedule “A” or (ii) if the Holder cannot
      satisfy clause (i) hereof, the Holder has contacted the Company, and if
      requested by the Company, the Holder has delivered to the Company, in a
      form acceptable to the Company and its counsel acting reasonably, an
      opinion of counsel to the effect that an exemption from the registration
      requirements of the U.S. Securities Act for the exercise of the Warrants
      and the issuance of the Warrant Shares is available. For clarity, it will
      be reasonable, if deemed necessary by the Company, for the Company to
      obtain an independent legal opinion from its own counsel, at its own
      expense, to this effect.




	4. 	
      Partial Exercise: The Holder may
      subscribe for and purchase a number of Warrant Shares less than the
      maximum number the Holder is entitled to purchase pursuant to the full
      exercise of this Warrant Certificate. In the event of any such
      subscription prior to the Expiry Time, the Holder shall be entitled to
      receive, without charge, a new Warrant Certificate (with or without
      legends as may be appropriate) in respect of the balance of the Warrant
      Shares which the Holder was entitled to subscribe for pursuant to this
      Warrant Certificate and which were then not purchased.

	 	 
	5. 	
      No Fractional Shares:
      Notwithstanding any adjustments provided for in Section 11 hereof or
      otherwise, the Company shall not be required upon the exercise of any
      Warrants to issue fractional Warrant Shares in satisfaction of its
      obligations hereunder and, in any such case, the number of Warrant Shares
      issuable upon the exercise of any Warrants shall be rounded down to the
      nearest whole number, without any payment or consideration
  therefor.

	 	 
	6. 	
      Exchange of Warrant Certificates:
      This Warrant Certificate may be exchanged for Warrant Certificates
      representing in the aggregate the same number of Warrants and entitling
      the Holder thereof to subscribe for and purchase an equal aggregate number
      of Warrant Shares at the same Exercise Price and on the same terms as this
      Warrant Certificate (with or without legends as may be
  appropriate).

	 	 
	7. 	
      Transfer of Warrants: These Warrants
      are not transferable.

	 	 
	8. 	
      Not a Shareholder: Nothing in this
      Warrant Certificate or in the holding of a Warrant evidenced hereby shall
      be construed as conferring upon the Holder any right or interest
      whatsoever as a shareholder of the Company.

	 	 
	9. 	
      No Obligation to Purchase: Nothing
      herein contained or done pursuant hereto shall obligate the Holder to
      subscribe for or the Company to issue any shares except those shares in
      respect of which the Holder shall have exercised its right to purchase
      hereunder in the manner provided herein.







- 6 -


	10. 	
      Covenants:

	 	 	 
		(a) 	
      The Company covenants and agrees that so long as any
      Warrants evidenced hereby remain outstanding, it shall reserve and there
      shall remain unissued out of its authorized capital a sufficient number of
      Warrant Shares to satisfy the right of purchase herein provided for, it
      will cause the Warrant Shares subscribed for and purchased in the manner
      herein provided to be issued and delivered as directed and such Warrant
      Shares shall be issued as fully paid and non-assessable Common Shares and
      the holders thereof shall not be liable to the Company or to its creditors
      in respect thereof.

	 	 	 
		(b) 	
      The Company covenants and agrees that until the Expiry
      Time, while the Warrants (or remaining portion thereof) shall be
      outstanding, the Company shall use its commercially reasonable efforts to
      preserve and maintain its corporate existence, to remain listed on the
      TSXV, remain a reporting issuer not in default of the requirements of the
      applicable securities laws in the Canadian jurisdictions in which the
      Company is currently a reporting issuer and to ensure that the Company
      shall make all requisite filings necessary to remain a reporting issuer
      not in default of the requirements of the applicable securities laws in
      the Canadian jurisdictions in which the Company is currently a reporting
      issuer.

	 	 	 
		(c) 	
      The Company shall use its commercially reasonable efforts
      to ensure the Warrant Shares are listed and posted for trading on the TSXV
      or such other stock exchange or over-the-counter market as the Common
      Shares may be listed or quoted (as the case may be) at the time of
      exercise of the Warrants.

	 	 	 
		(d) 	
      If the issuance of the Warrant Shares upon the exercise
      of the Warrants requires any filing or registration with (other than the
      filing of a prospectus or similar disclosure document) or approval of any
      securities regulatory authority or other governmental authority or
      compliance with any other requirement under any law before such Warrant
      Shares may be validly issued (other than the filing of a prospectus or
      similar disclosure document), the Company agrees to use its commercially
      reasonable efforts to secure such filing, registration, approval or
      compliance, as the case may be.

	 	 	 
		(e) 	
      The Company will do, execute, acknowledge and deliver or
      cause to be done, executed, acknowledged and delivered, all other acts,
      deeds and assurances in law as may be reasonably required for the better
      accomplishing and effecting of the intentions and provisions of this
      Warrant Certificate.

	 	 	 
	11. 	
      Adjustments:

	 	 	 
		(a) 	
      Adjustment: The rights of the holder of this
      Warrant Certificate, including the number of Warrant Shares issuable upon
      the exercise of such Warrants, will be adjusted from time to time in the
      events and in the manner provided in, and in accordance with the
      provisions of, this Section. The purpose and intent of the adjustments
      provided for in this Section is to ensure that the rights and obligations
      of the Holder are neither diminished or enhanced as a result of any of the
      events set forth in paragraphs (b), (c) or (d) of this Section.
      Accordingly, the provisions of this Section shall be interpreted and
      applied in accordance with such purpose and intent.

	 	 	 
		(b) 	
      The Exercise Price in effect at any date will be subject
      to adjustment from time to time as follows:







- 7 -


	 	(i) 	
      Share Reorganization: If and whenever at any time
      during the Adjustment Period, the Company shall (A) subdivide, redivide or
      change the outstanding Common Shares into a greater number of Common
      Shares, (B) consolidate, combine or reduce the outstanding Common Shares
      into a lesser number of Common Shares, or (C) fix a record date for the
      issue of Common Shares or securities convertible into or exchangeable for
      Common Shares to all of the holders of Common Shares by way of a stock
      dividend or other distribution other than a Dividend Paid in the Ordinary
      Course, then, in each such event, the Exercise Price shall, on the record
      date for such event or, if no record date is fixed, the effective date of
      such event, be adjusted so that it will equal the rate determined by
      multiplying the Exercise Price in effect immediately prior to such date by
      a fraction, of which the numerator shall be the total number of Common
      Shares outstanding on such date before giving effect to such event, and of
      which the denominator shall be the total number of Common Shares
      outstanding on such date after giving effect to such event. Such
      adjustment shall be made successively whenever any such event shall occur.
      Any such issue of Common Shares by way of a stock dividend shall be deemed
      to have been made on the record date for such stock dividend for the
      purpose of calculating the number of outstanding Common Shares under
      paragraphs 11(b)(i) and (ii) hereof.

	 	 	 
	 	(ii) 	
      Rights Offering: If and whenever at any time
      during the Adjustment Period, the Company shall fix a record date for the
      issue of rights, options or warrants to all or substantially all of the
      holders of Common Shares entitling the holders thereof, within a period
      expiring not more than 45 days after the record date for such issue, to
      subscribe for or purchase Common Shares (or securities convertible into or
      exchangeable for Common Shares) at a price per share (or having a
      conversion or exchange price per share) less than 95% of the Current
      Market Price on such record date, then the Exercise Price shall be
      adjusted immediately after such record date so that it will equal the rate
      determined by multiplying the Exercise Price in effect on such record date
      by a fraction, of which the numerator shall be the total number of Common
      Shares outstanding on such record date plus the number of Common Shares
      equal to the number arrived at by dividing the aggregate price of the
      total number of additional Common Shares so offered for subscription or
      purchase (or the aggregate conversion or exchange price of the convertible
      or exchangeable securities so offered) by such Current Market Price, and
      of which the denominator shall be the total number of Common Shares
      outstanding on such record date plus the total number of additional Common
      Shares so offered for subscription or purchase (or into or for which the
      convertible or exchangeable securities so offered are convertible or
      exchangeable). Any Common Shares owned by or held for the account of the
      Company or any subsidiary of the Company shall be deemed not to be
      outstanding for the purpose of any such computation. Such adjustment shall
      be made successively whenever such a record date is fixed, provided that
      if two or more such record dates referred to in this paragraph 11(b)(ii)
      are fixed within a period of 25 Trading Days, such adjustment will be made
      successively as if each of such record dates occurred on the earliest of
      such record dates. To the extent that any such rights, options or warrants
      are not exercised prior to the expiration thereof, the Exercise Price
      shall then be readjusted to the Exercise Price which would then be in
      effect based upon the number of Common Shares (or securities convertible
      into or exchangeable for







- 8 - 

Common Shares) actually issued upon
the exercise of such rights, options or warrants, as the case may be. 

	 	(iii) 	
      Distribution: If and whenever at any time during
      the Adjustment Period, the Company shall fix a record date for the making
      of a distribution to all or substantially all of the holders of Common
      Shares of (A) shares of any class other than Common Shares whether of the
      Company or any other corporation, (B) rights, options or warrants to
      acquire Common Shares or securities exchangeable for or convertible into
      Common Shares or property or other assets of the Company (other than
      rights, options or warrants exercisable by the holders thereof within a
      period expiring not more than 45 days after the record date for such issue
      or distribution to acquire Common Shares or securities exchangeable for or
      convertible into Common Shares at a price per share, or at an exchange or
      conversion price per share in the case of securities exchangeable for or
      convertible into Common Shares, of at least 95% of the Current Market
      Price of the Common Shares on such record date), (C) evidences of
      indebtedness, or (D) cash, securities or other property or assets then, in
      each such case and if such distribution does not constitute a Dividend
      Paid in the Ordinary Course, or fall under clauses (i) or (ii) above, the
      Exercise Price will be adjusted immediately after such record date so that
      it will equal the rate determined by multiplying the Exercise Price in
      effect on such record date by a fraction, of which the numerator shall be
      the total number of Common Shares outstanding on such record date
      multiplied by the Current Market Price on the earlier of such record date
      and the date on which the Company announces its intention to make such
      distribution, less the aggregate fair market value (as determined by the
      directors, acting reasonably, at the time such distribution is authorized)
      of such shares or rights, options or warrants or evidences of indebtedness
      or cash, securities or other property or assets so distributed, and of
      which the denominator shall be the total number of Common Shares
      outstanding on such record date multiplied by such Current Market Price.
      Any Common Shares owned by or held for the account of the Company or any
      subsidiary of the Company shall be deemed not to be outstanding for the
      purpose of any such computation. Such adjustment shall be made
      successively whenever such a record date is fixed, provided that if two or
      more such record dates referred to in this paragraph 11(b)(iii) are fixed
      within a period of 25 Trading Days, such adjustment will be made
      successively as if each of such record dates occurred on the earliest of
      such record dates. To the extent that any such rights, options or warrants
      so distributed are not exercised prior to the expiration thereof, the
      Exercise Price shall then be readjusted to the Exercise Price which would
      then be in effect based upon such rights, options or warrants or evidences
      of indebtedness or cash, securities or other property or assets actually
      distributed or based upon the number or amount of securities or the
      property or assets actually issued or distributed upon the exercise of
      such rights, options or warrants, as the case may
be.




	 	(c) 	
      Reclassifications: If and whenever at any time
      during the Adjustment Period, there is (A) any reclassification of or
      amendment to the outstanding Common Shares, any change of the Common
      Shares into other shares or any other reorganization of the Company (other
      than as described in subsection 11(b) hereof), (B) any consolidation,
      amalgamation, arrangement, merger or other form of business combination of
      the Company with or into any other corporation resulting in any
      reclassification of the







- 9 -


outstanding Common Shares, any change
of the Common Shares into other shares or any other reorganization of the
Company, or (C) any sale, lease, exchange or transfer of the undertaking or
assets of the Company as an entirety or substantially as an entirety to another
corporation or entity, then, in each such event, the Holder of these Warrants
which are thereafter exercised shall be entitled to receive, and shall accept,
in lieu of the number of Common Shares to which such Holder was theretofore
entitled upon such exercise, the kind and number or amount of shares or other
securities or property which such Holder would have been entitled to receive as
a result of such event if, on the effective date thereof, such Holder had been
the registered holder of the number of Common Shares to which such Holder was
theretofore entitled upon such exercise. If necessary as a result of any such
event, appropriate adjustments will be made in the application of the provisions
set forth in this subsection with respect to the rights and interests thereafter
of the Holder of this Warrant Certificate to the end that the provisions set
forth in this subsection will thereafter correspondingly be made applicable, as
nearly as may reasonably be, in relation to any shares or other securities or
property thereafter deliverable upon the exercise of this Warrant. Any such
adjustments will be made by and set forth in an instrument supplemental hereto
approved by the directors, acting reasonably, and shall for all purposes be
conclusively deemed to be an appropriate adjustment. 

	 	(d) 	
      If at any time during the Adjustment Period any
      adjustment or readjustment in the Exercise Price shall occur pursuant to
      the provisions of subsection 11(b) or 11(c) of this Warrant Certificate,
      then the number of Warrant Shares purchasable upon the subsequent exercise
      of the Warrants shall be simultaneously adjusted or readjusted, as the
      case may be, by multiplying the number of Warrant Shares purchasable upon
      the exercise of the Warrants immediately prior to such adjustment or
      readjustment by a fraction which shall be the reciprocal of the fraction
      used in the adjustment or readjustment of the Exercise
  Price.




	12. 	
      Rules Regarding Calculation of Adjustment of
      Exercise Price:

	 	 	 
		(a) 	
      The adjustments provided for in Section 11 are cumulative
      and will, in the case of adjustments to the Exercise Price, be computed to
      the nearest whole Warrant Share and will be made successively whenever an
      event referred to therein occurs, subject to the following subsections of
      this Section 12.

	 	 	 
		(b) 	
      No adjustment in the Exercise Price is required to be
      made unless such adjustment would result in a change of at least 1% in the
      prevailing Exercise Price and no adjustment in the Exercise Price is
      required unless such adjustment would result in a change of at least one
      one-hundredth of a Warrant Share; provided, however, that any adjustments
      which, except for the provisions of this subsection, would otherwise have
      been required to be made, will be carried forward and taken into account
      in any subsequent adjustments.

	 	 	 
		(c) 	
      No adjustment in the Exercise Price will be made in
      respect of any event described in Section 11, other than the events
      referred to in clauses 11(1)(c), if the Holder is entitled to participate
      in such event on the same terms, mutatis mutandis, as if the Holder
      had exercised these Warrants prior to or on the effective date or record
      date of such event.

	 	 	 
		(d) 	
      No adjustment in the Exercise Price will be made under
      Section 11 in respect of the issue from time to time of Common Shares
      issuable from time to time as Dividends







- 10 -


Paid in the Ordinary Course to holders
of Common Shares who exercise an option or election to receive substantially
equivalent dividends in Common Shares in lieu of receiving a cash dividend. 

	 	(e) 	
      If at any time a question or dispute arises with respect
      to adjustments provided for in Section 11, such question or dispute will
      be conclusively determined by the auditor of the Company or, if they are
      unable or unwilling to act, by such other firm of independent chartered
      accountants as may be selected by action of the directors of the Company
      and any such determination, subject to regulatory approval and absent
      manifest error, will be binding upon the Company and the Holder. The
      Company will provide such auditor or chartered accountant with access to
      all necessary records of the Company.

	 	 	 
	 	(f) 	
      If the Company sets a record date to take any action
      described in Section 11 and, thereafter and before the taking of any such
      action, decides not to implement it or take such action, then no
      adjustment in the Exercise Price will be required by reason of the setting
      of such record date.

	 	 	 
	 	(g) 	
      If a resolution of the directors of the Company does not
      fix a record date for any event which would require any adjustment to
      these Warrants or the applicable corporate statute does not fix a record
      date for such an event, the Company will be deemed to have fixed as the
      record date therefor the date on which the event is effected.

	 	 	 
	 	(h) 	
      As a condition precedent to the taking of any action
      which would require any adjustment to the Warrant Shares issuable under
      these Warrants, including the Exercise Price, the Company shall take any
      corporate action which may be necessary in order that the Company or any
      successor to the Company or successor to the undertaking or assets of the
      Company have unissued and reserved in its authorized capital and may
      validly and legally issue as fully paid and non-assessable all the shares
      or other securities which the Holder is entitled to receive on the full
      exercise thereof in accordance with the provisions hereof.

	 	 	 
	 	(i) 	
      If the Company has publicly announced any event or has
      fixed a record date or effective date which requires an adjustment or
      readjustment as provided in Section 11, and the Company is obligated to or
      elects to provide notice of such event and the particular to the holders
      of Common Shares, the Company shall likewise give notice to the Holder,
      which notice shall specify the particulars of such event requiring such
      adjustment or readjustment and the results thereof, including the
      resulting Exercise Price, the record date and the effective date for such
      event, and such notice shall be provided and delivered on the same terms
      and in the same manner as would be required to be given to the holders of
      Common Shares.

	 	 	 
	 	(j) 	
      In any case that an adjustment pursuant to Section 11
      shall become effective immediately after a record date for or an effective
      date of an event referred to herein, the Company may defer, until the
      occurrence and consummation of such event, issuing to the Holder of these
      Warrants, if exercised after such record date or effective date and before
      the occurrence and consummation of such event, the additional Warrant
      Shares or other securities or property issuable upon such exercise by
      reason of the adjustment required by such event, provided, however, that
      the Company will deliver to the Holder an appropriate instrument
      evidencing the Holder’s right to receive such additional Warrant Shares or
      other securities or property upon the occurrence and
  consummation







- 11 -


of such event and the right to receive
any dividend or other distribution in respect of such additional Warrant Shares
or other securities or property declared in favour of the holders of record of
Common Shares or of such other securities or property on or after the Exercise
Date or such later date as the Holder would, but for the provisions of this
subsection, have become the holder of record of such additional Warrant Shares
or of such other securities or property. 

	13. 	
      Consolidation and
    Amalgamation:

	 	 	 	 
		(a) 	
      The Company shall not enter into any transaction whereby
      all or substantially all of its undertaking, property and assets would
      become the property of any other corporation (herein called a “successor
      corporation”) whether by way of reorganization, reconstruction,
      consolidation, amalgamation, merger, transfer, sale, disposition or
      otherwise, unless prior to or contemporaneously with the consummation of
      such transaction the Company and the successor corporation shall have
      executed such instruments and done such things as the Company, acting
      reasonably, considers necessary or advisable to establish that upon the
      consummation of such transaction:

	 	 	 	 
			(i) 	
      the successor corporation will have assumed all the
      covenants and obligations of the Company under this Warrant Certificate,
      and

	 	 	 	 
			(ii) 	
      the Warrants and the terms set forth in this Warrant
      Certificate will be a valid and binding obligation of the successor
      corporation entitling the Holder, as against the successor corporation, to
      all the rights of the Holder under this Warrant Certificate.

	 	 	 	 
		(b) 	
      Whenever the conditions of subsection 13(a) shall have
      been duly observed and performed the successor corporation shall possess,
      and from time to time may exercise, each and every right and power of the
      Company under this Warrant Certificate in the name of the Company or
      otherwise and any act or proceeding by any provision hereof required to be
      done or performed by any director or officer of the Company may be done
      and performed with like force and effect by the like directors or officers
      of the successor corporation.

	 	 	 	 
	14. 	
      Limitation on Exercise of Warrants:
      Notwithstanding anything contained herein to the contrary, the
      rights represented by these Warrants shall not be exercisable by the
      Holder, in whole or in part, and the Company shall not give effect to any
      such exercise, if, after giving effect to such exercise, the Holder,
      together with any person or company acting jointly or in concert with the
      Holder (the “Joint Actors”) would in the aggregate beneficially
      own, or exercise control or direction over, that number of voting
      securities of the Company which is twenty percent (20%) or greater of the
      total issued and outstanding voting securities of the Company, immediately
      after giving effect to such exercise. For greater certainty, the rights
      represented by these Warrants shall not be exercisable by the Holder, in
      whole or in part, and the Company shall not give effect to any such
      exercise, if, after giving effect to such exercise, the Holder, together
      with its Joint Actors, would be deemed to hold a number of voting
      securities sufficient to materially affect the control of the Company. In
      connection with the exercise of these Warrants, the Holder shall provide
      the Company with a duly completed and executed subscription form attached
      hereto in which the Holder represents, warrants and certifies that the
      exercise of these Warrants shall not result in the Holder or its Joint
      Actors holding more than 20% of the issued and outstanding voting
      securities or holding a number of







- 12 -


voting securities sufficient to
materially affect the control of the Company, and the Company shall be entitled
to rely thereon. 

	15. 	
      Representation and Warranty: The
      Company hereby represents and warrants with and to the Holder that the
      Company is duly authorized and has all corporate and lawful power and
      authority to create and issue these Warrants and the Warrant Shares
      issuable upon the exercise hereof and perform its obligations hereunder
      and that this Warrant Certificate represents a valid, legal and binding
      obligation of the Company enforceable in accordance with its
  terms.

	 	 
	16. 	
      If Share Transfer Books Closed: The
      Company shall not be required to deliver certificates for Warrant Shares
      while the share transfer books of the Company are properly closed, prior
      to any meeting of shareholders or for the payment of dividends or for any
      other purpose and in the event of the surrender of any Warrant in
      accordance with the provisions hereof and the making of any subscription
      and payment for the Warrant Shares called for thereby during any such
      period delivery of certificates for Warrant Shares may be postponed for a
      period not exceeding three (3) Business Days after the date of the
      re-opening of said share transfer books provided that any such
      postponement of delivery of certificates shall be without prejudice to the
      right of the Holder, if the Holder has surrendered the same and made
      payment during such period, to receive such certificates for the Warrant
      Shares called for after the share transfer books shall have been
      re-opened.

	 	 
	17. 	
      Lost Certificate: If the Warrant
      Certificate evidencing the Warrants issued hereby becomes stolen, lost,
      mutilated or destroyed the Company shall issue and countersign a new
      Warrant Certificate of like denomination, tenor and date as the Warrant
      Certificate so stolen, lost mutilated or destroyed provided that the
      Holder shall bear the reasonable cost of the issue thereof and in case of
      loss, destruction or theft, shall, as a condition precedent to the issue
      thereof, furnish to the Company such evidence of ownership and of the
      loss, destruction or theft of the Warrant Certificate as shall be
      satisfactory to the Company, in its sole discretion acting reasonably, and
      the Holder may also be required to furnish an indemnity in form
      satisfactory to the Company, in its sole discretion acting reasonably, and
      shall pay the reasonable charges of the Company in connection
      therewith.

	 	 
	18. 	
      Governing Law: This Warrant
      Certificate shall be governed by, and construed in accordance with, the
      laws of the Province of British Columbia and the laws of Canada applicable
      therein but the reference to such laws shall not, by conflict of laws,
      rules or otherwise, require the application of the law of any jurisdiction
      other than the Province of British Columbia.

	 	 
	19. 	
      Severability: If any one or more of
      the provisions or parts thereof contained in this Warrant Certificate
      should be or become invalid, illegal or unenforceable in any respect in
      any jurisdiction, the remaining provisions or parts thereof contained
      herein shall be and shall be conclusively deemed to be, as to such
      jurisdiction, severable therefrom.

	 	 
	20. 	
      Amendments: Subject to the approval of the
      TSXV, the provisions of these Warrants may from time to time be amended,
      modified or waived, if such amendment, modification or waiver is in
      writing and consented to in writing by the Company and the Holder,
      provided that, in the event that any amendment, modification or waiver
      results in terms that are more favourable to the Holder hereof, the
      Company shall offer to make such amendment, modification or waiver
      applicable to all Holders under the Warrants issued on the date
    hereof.

	 	 
	21. 	
      Modification of Provisions for Certain Purposes:
      Notwithstanding Section 20 hereof, the Company may from time to
      time modify the provisions of this Warrant Certificate to the
  extent







- 13 -


that such modifications do not alter
any material terms of this Warrant Certificate and are not prejudicial to the
rights of the Holder hereof, including for the following purposes: 

	 	(a) 	
      making such provisions not inconsistent herewith as may
      be necessary or desirable with respect to matters or questions arising
      hereunder or for any other purpose not inconsistent with the terms hereof,
      including the correction or rectification of any ambiguities, defective
      provisions, errors or omissions herein;

	 	 	 
	 	(b) 	
      making any modification in the form of the Warrants which
      does not affect the substance thereof; and

	 	 	 
	 	(c) 	
      to evidence any successions of any corporation and the
      assumption of any successor of the covenants of the Company herein and in
      the Warrants contained as provided herein.




	22. 	
      Headings: The headings of the
      articles, sections, subsections and clauses of this Warrant Certificate
      have been inserted for convenience and reference only and do not define,
      limit, alter or enlarge the meaning of any provision of this Warrant
      Certificate.




	23. 	
      Numbering of Articles, etc.: Unless
      otherwise stated, a reference herein to a numbered or lettered article,
      section, subsection, clause, subclause or schedule refers to the article,
      section, subsection, clause, subclause or schedule bearing that number or
      letter in this Warrant Certificate.




	24. 	
      Gender: Whenever used in this
      Warrant Certificate, words importing the singular number only shall
      include the plural, and vice versa, and words importing the masculine
      gender shall include the feminine gender.

	 	 	 
	25. 	
      Day not a Business Day: In the event
      that any day on or before which any action is required to be taken
      hereunder is not a Business Day, then such action shall be required to be
      taken on or before the requisite time on the next succeeding day that is a
      Business Day.

	 	 	 
	26. 	
      Binding Effect: This Warrant
      Certificate and all of its provisions shall enure to the benefit of the
      Holder, its successors, assigns and legal personal representatives and
      shall be binding upon the Company and its successors.

	 	 	 
	27. 	
      Notice: Unless herein otherwise
      expressly provided, a notice to be given hereunder will be deemed to be
      validly given if the notice is sent by facsimile or prepaid same day
      courier addressed as follows:

	 	 	 
		(a) 	
      If to the Holder at the latest address of the Holder as
      recorded on the books of the Company; and

	 	 	 
		(b) 	
      If to the Company at:

	 	 	 
			
      Argentex Mining Corporation 
602 – 1112 West Pender
      Street 
Vancouver, British Columbia V6E 2S1

Canada



Attention:             
Kenneth Hicks, President 
Facsimile
No.:        (604) 568-1540 




- 14 -


with a copy to:

Clark Wilson LLP 
800 – 885 West
Georgia Street 
Vancouver, British Columbia V6C 3H1 
Canada 

Attention:            
Ethan Minsky 
Facsimile No.:       (604)
687-6314 

	28. 	
      Time of Essence: Time shall be of
      the essence hereof.







- 15 -


          IN
WITNESS WHEREOF the Company has caused this Warrant Certificate to be signed
by its duly authorized officer as of this ______ day of November, 2009. 

	 	ARGENTEX MINING CORPORATION 
	 	 	 
	 	Per: 	
	 	 	Authorized Signing Officer 







SUBSCRIPTION FORM 

	TO: 	Argentex Mining Corporation

	 	602 – 1112 West
      Pender Street 
	  	Vancouver, British Columbia V6E
      2S1 
	  	Canada 


The undersigned holder of the within Warrant Certificate hereby
irrevocably subscribes for __________________ Warrant Shares of Argentex Mining
Corporation (the “Company”) pursuant to the within Warrant Certificate and
tenders herewith a certified cheque or bank draft for C$
_____________________(C$0.90 per Warrant Share) in full payment therefor. 

The undersigned holder hereby represents, warrants and
certifies as follows: (Please check the ONE box applicable): 

	[  ]	A 	
      The undersigned holder (i) at the time of exercise of the
      Warrants is not in the United States; (ii) is not a “U.S. person” as
      defined in Regulation S under the United States Securities Act of 1933, as
      amended (the “U.S. Securities Act”), (iii) is not exercising the Warrants
      on behalf of a “U.S. person”; and (iv) did not execute or deliver this
      subscription form in the United States.

	 	 	 
	[  ]	B. 	
      The undersigned holder has delivered to the Company a
      completed and duly executed copy of the U.S. Accredited Investor Status
      Certificate attached hereto as Schedule “A”.

	 	 	 
	[  ]	C. 	
      If the holder cannot check box (A) or box (B), the holder
      must contact the Company. If requested by the Company, the undersigned
      holder will deliver to the Company, in a form acceptable to the Company
      and its counsel acting reasonably, an opinion of counsel to the effect
      that an exemption from the registration requirements of the U.S.
      Securities Act for the exercise of the Warrants and the issuance of the
      Warrant Shares is available. For clarity, it will be reasonable, if deemed
      necessary by the Company, for the Company to obtain an independent legal
      opinion from its own counsel, at its own expense, to this
  effect.



The undersigned holder hereby further represents, warrants and
certifies that the exercise of these Warrants and the issuance of the Warrant
Shares hereunder will not result in the holder, together with any person or
company acting jointly or in concert with the holder, in the aggregate (i)
beneficially owing or exercising control or direction over 20% or more of the
total issued and outstanding voting securities of the Company, immediately after
giving effect to such exercise, or (ii) being deemed to hold a sufficient number
of voting securities to materially affect the control of the Company. 

The undersigned holder hereby directs that the Warrant Shares
be issued as follows:


	
NAME(S) IN FULL 	
ADDRESS(ES) 	NUMBER OF 
WARRANT SHARES
  
	 	 	 
	 	 	 
	 	 	 







DATED this ______________ day of
_________________________________, 20_____ . 

	 	NAME: 	 
	 	  	 
	 	  	 
	 	Signature: 	 
	 	  	 
	 	Print name of individual 	 
	 	whose signature appears 	 
	 	above if different than 	 
	 	the name printed above: 	 


________ Please check if the certificates representing the
Warrant Shares are to be delivered at the Company’s principal office where this
Warrant Certificate is surrendered, failing which the certificates representing
the Warrant Shares will be mailed to the address in the registration
instructions set out above. 

If any Warrants represented by this Warrant Certificate are not
being exercised, a new Warrant Certificate representing the unexercised Warrants
will be issued and delivered with the certificate representing the Warrant
Shares. 

Notes: 

Certificates will not be registered or delivered to an address
in the United States unless Box B or Box C above is checked. 

If Box C is to be checked, holders are encouraged to consult
with the Company in advance to determine that the legal opinion tendered in
connection with exercise will be reasonably satisfactory in form and substance
to the Company and its counsel. 




SCHEDULE “A”

U.S. ACCREDITED INVESTOR STATUS CERTIFICATE

If the undersigned is a U.S. Person or a person in the United
States or is exercising the Warrants on behalf of a U.S. Person or a person in
the United States, the undersigned hereby represents, warrants and certifies to
the Company that, at the time of the exercise of the Warrants, the undersigned
or the person for whom it is acting satisfies one or more of the categories of
“Accredited Investors”, as defined by Regulation D promulgated under the U.S.
Securities Act, indicated below: (Please initial in the space provide those
categories, if any, of an “Accredited Investor” which the undersigned
satisfies.) 

	________	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Warrant Shares, with total assets in excess of
      US$5,000,000. 

	 	
       

	________	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, at the time of purchase exceeds
      US$1,000,000. 

	 	
       

	________	
      A natural person who had an individual income in excess
      of US$200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US$300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year. 

	 	
       

	________	
      A “bank” as defined under Section (3)(a)(2) of the U.S.
      Securities Act or savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the U.S. Securities Act acting in its
      individual or fiduciary capacity; a broker dealer registered pursuant to
      Section 15 of the Securities Exchange Act of 1934 (United States);
      an insurance corporation as defined in Section 2(13) of the U.S.
      Securities Act; an investment corporation registered under the
      Investment Corporation Act of 1940 (United States) or a
      business development corporation as defined in Section 2(a)(48) of such
      Act; a Small Business Investment Corporation licensed by the U.S. Small
      Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with
      total assets in excess of US$5,000,000 established and maintained by a
      state, a political subdivision thereof, or an agency or instrumentality of
      a state or a political subdivision thereof, for the benefit of its
      employees; an employee benefit plan within the meaning of the Employee
      Retirement Income Security Act of 1974 (United States) whose
      investment decisions are made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance corporation or registered investment adviser, or if the employee
      benefit plan has total assets in excess of US$5,000,000, or, if a
      self-directed plan, whose investment decisions are made solely by persons
      that are accredited investors. A private business development corporation
      as defined in Section 202(a)(22) of the Investment Advisers Act of 1940
      (United States). 

	 	
       

	________	
      A trust with total assets in excess of US$5,000,000, not
      formed for the specific purpose of acquiring the Warrant Shares, whose
      purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the U.S. Securities Act. 

	 	
       

	________	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories.




 

Note that the undersigned claiming to satisfy one of the above
categories of Accredited Investor may be required to supply the Company with a
balance sheet, prior years’ federal income tax returns or other appropriate
documentation to verify and substantiate the undersigned’s status as an
Accredited Investor. 




If the undersigned is an entity which initialled the last
category in reliance upon the Accredited Investor categories above, state the
name, address, total personal income from all sources for the previous calendar
year, and the net worth (exclusive of home, home furnishings and personal
automobiles) for each equity owner of the said entity:

____________________________________________________________________________________

The undersigned hereby certifies that the information contained
in this U.S. Accredited Investor Status Certificate is complete and accurate and
the undersigned will notify the Company promptly of any change in any such
information. If this U.S. Accredited Investor Status Certificate is being
completed on behalf of a corporation, partnership, trust or estate, the person
executing on behalf of the undersigned represents that it has the authority to
execute and deliver this U.S. Accredited Investor Status Certificate on behalf
of such entity. 

IN WITNESS WHEREOF, the undersigned has executed this U.S.
Accredited Investor Status Certificate as of _______________________, 20____.


 


	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	 	 	 
	Print of Type Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	 	 	 
	Type of Entity 	 	Social Security/Tax I.D. No. (if applicable)