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






INDEPENDENT CONTRACTOR AGREEMENT

This Agreement is dated effective the 1st day of August,
2009.

BETWEEN:


  
    
      
        ARGENTEX MINING CORPORATION, a corporation formed
          pursuant to the laws of the State of Nevada and having an office for
          business located at Suite 602, 1112 West Pender Street, Vancouver, British
          Columbia V6E 2S1 

        (the “Company”)

      

    

  



AND:


  
    
      
        FRONTERA GEOLOGICAL SERVICES LTD., a corporation
          formed pursuant to the laws of the Province of British Columbia and
          having an office for business located at 1234 Doran Road, North Vancouver
          British Columbia Canada V7K 1M7 

        (the “Contractor”)

      

    

  



AND JOINED BY:


  
    
      
        KEN HICKS, an individual resident of the Province
          of British Columbia with an address of 1234 Doran Road, North Vancouver
          British Columbia Canada V7K 1M7 

        (“Hicks”)

      

    

  



WHEREAS:

	A. 	
      The Company is engaged in the business of locating,
      acquiring and exploring natural resource mineral properties and has
      acquired interests in several mineral properties located in Argentina and
      in Canada.

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

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



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

	1. 	
      DEFINITIONS. For the purposes of this Agreement
      (including the Schedules hereto), the following terms will have the
      following meanings:

	 	 
	1.1. 	
      “Board” means the Board of Directors of the
    Company;

	 	 
	1.2. 	
      “Bonus Price” means, for purposes of calculating any
      Incentive Remuneration referred to in any subsection of Section 3.3,
      below, the closing price for one Common



 




2



  Share, last sale of the day on the Event Date, on either
    the OTC-Bulletin Board or the TSX Venture Exchange, whichever is, on the Event
    Date the Company’s primary trading market; 



	1.3. 	
      “Cause” means:

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

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

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

	 	 	 
		(d) 	
      the conviction of the Contractor and/or Hicks with
      respect to the commission of a crime involving moral turpitude;

	 	 	 
	1.4. 	
      “Change of Control” means:




	 	1.4.1. 	
      the acquisition, after the date of this Agreement and
      excluding any acquisitions from the Company, by any one individual, entity
      or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
      Securities and Exchange Act of 1934), of beneficial ownership of
      40% or more of either the then outstanding shares of common stock of the
      Company or the combined voting power of the then outstanding voting
      securities of the Company entitled to vote generally in the election of
      directors, which causes a change in the control of the board of directors
      of the Company resulting from the election by the shareholders of the
      Company of less than a majority of the persons nominated for election by
      management of the Company;

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

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







3


	1.5. 	
      “Common Shares” means shares of common stock, par value
      $0.001, of the Company;

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

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

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

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

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

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

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



Confidential Information does not
include:


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







4


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

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

	 	 	 
	 	1.6.10. 	
      information known to the Contractor at the date of this
      Agreement.




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

	 	 	 
	1.8. 	
      “Consulting Effective Date” means date of this Agreement
      as shown on the first page;

	 	 	 
	1.9. 	
      “Consulting Fee” means the sum of CDN $12,500 per
      month.

	 	 	 
	1.10. 	
      “Consulting Services” means such services as are
      consistent with those ordinarily provided by a Chief Executive Officer,
      including the duties and responsibilities set out at Schedule “A” hereto
      as well as such other duties and responsibilities as may be reasonably
      required of Hicks from time-to-time either in respect of the foregoing or
      otherwise by the Board with respect to the Company and, if requested by
      the Company, to any and all of its subsidiaries from time to
  time.

	 	 	 
	1.11. 	
      “Consulting Anniversary Date” means the first anniversary
      of the date of this Agreement as shown on the first page;

	 	 	 
	1.12. 	
      “Consulting Termination Date” means the second
      anniversary of the date of this Agreement as shown on the first
    page;

	 	 	 
	1.13. 	
      “Directors” means the Directors of the Company, and
      “Director” means any one of them;

	 	 	 
	1.14. 	
      “Event Date” means the last day of the period during
      which a Technical Event, Trading Event or a Financing Event, including, if
      applicable, a Superior Financing Event, occurs;

	 	 	 
	1.15. 	
      “Financing Event” means:

	 	 	 
		1.15.1. 	
      During the period beginning on the Consulting Effective
      Date and expiring on the Consulting Anniversary Date, the Company receives
      gross proceeds from the Sale of Equity in an aggregate amount that is
      equal to or greater than $6,000,000 (U.S.), or







5


	 	1.15.2. 	
      During the period beginning on the Consulting Effective
      Date and expiring on the Consulting Anniversary Date, the Company receives
      gross proceeds from the Sale of Equity in an aggregate amount that is
      equal to or greater than $4,500,000 (U.S.).



To qualify as a “Financing Event”, the
Sale of Equity under Paragraph 1.15.2 must occur at an average price equal or
greater to $1.00 (U.S.) per share; 

	1.16. 	
      “GST” means Goods and Services Tax;

	 	 	 
	1.17. 	
      “Incentive Bonus” shall have the meaning attributed in
      Section 3.3, below;

	 	 	 
	1.18. 	
      “Multiplier” means the number 250,000 used in Subsection
      3.3.1, below, the number 150,000 used in Subsection 3.3.2, below, and the
      number 250,000 used in Subsection 3.3.3, below, but only prior to the date
      that the Incentive Bonus to which that Multiplier relates has been earned,
      if at all;

	 	 	 
	1.19. 	
      “OTC-BB” means the over-the-counter bulletin board
      operated by the Financial Industry Regulatory Authority (FINRA);

	 	 	 
	1.20. 	
      “Sale of Equity” means the sale, by the Company to
      investors for cash, of Common Shares, including those that are part of a
      “unit” comprised of a Common Share and a share purchase warrant but
      excluding the sale of any Common Shares pursuant to the exercise of
      warrants or stock options or the conversion of any other convertible
      securities;

	 	 	 
	1.21. 	
      “Stock Option Agreement” means an agreement on the
      Company’s standard form of stock option agreement;

	 	 	 
	1.22. 	
      “Stock Option Plan” means the Argentex Mining Corporation
      Stock Option Plan adopted by the Company on November 10, 2007;

	 	 	 
	1.23. 	
      “Stock Options” means those options to purchase one
      hundred thousand (100,000) Common Shares to be granted under the Stock
      Option Plan as described at Paragraph 3.2 herein;

	 	 	 
	1.24. 	
      “Superior Financing Event” means the Company is able to
      raise the amount identified in paragraph 1.15.2 from the sale of Common
      Shares or warrants at an average price of at least $1.50 (U.S.) per
      share;

	 	 	 
	1.25. 	
      “TSX-V” means the TSX Venture Exchange.

	 	 	 
	1.26. 	
      “Technical Event” means the completion of both a Resource
      Estimate and a complete and positive Scoping Study on the Company’s
      Pinquino Property, which must:

	 	 	 
		1.26.1. 	
      include recommendations of how to proceed forward on the
      technical side of the development for mining purposes of the Pinguino
      property; and











 6



	 	 1.26.2. 	 occur during the period beginning on the Consulting
        Effective Date and expiring on the Consulting Anniversary Date.




	
1.27. 		
“Termination Fee” means a lump sum equal to the Fee (plus value added taxes) for any of

	
	 	 	 
		
(i) 		
six months;

	
	 	 	 
		
(ii) 		
the remainder of the Term; or

	
	 	 	 
		
(iii) 		
two months for each year that Hicks has provided service to the Company since February, 2004,

	
	 	 	 
		
whichever is greater.

	
	 	 	 
	
1.28. 		
“Trading Event” means the average price of Common Shares equals or exceeds U.S. $3.00 on either the OTC-BB or the TSX-V for 20 consecutive trading days during the period beginning on the Consulting Effective Date and
expiring on the Consulting Anniversary Date;

	
	 	 	 
	
1.29. 		
“Vacation Time” means Hicks’ entitlement not to provide the Consulting Services for up to 20 business days in each calendar year and does not include weekends or statutory holidays. The Contractor will notify the
Company at the beginning of each calendar of this Agreement with respect to the scheduled Vacation Time for the year.

	
	 	 	 
	
2. 		
SERVICES TO BE PROVIDED

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

	




	 	 2.1.1. 	 approval by the shareholders of the Company; and

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

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




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


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

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

	








7


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




	2.3. 	
      Each of Hicks and the Contractor will report directly to
      the Board and will keep the Board informed of all matters concerning the
      Consulting Services as requested by the Board from time to time.

	 	 	 
	2.4. 	
      During the term of this Agreement, the Company will
      nominate Hicks for election as a Director at all meetings of stockholders
      held for the purpose of electing directors. Any compensation to be paid to
      either of Hicks or the Contractor for service by Hicks on the Board will
      be negotiated separately from, and will be in addition to, the
      compensation to be paid to the Contractor pursuant to this
    Agreement.

	 	 	 
	3. 	
      REMUNERATION, EXPENSES AND INDEMNITY

	 	 	 
	3.1. 	
      Remuneration – Consulting Fees

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

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

	 	 	 
	3.2. 	
      Remuneration – Stock Options

	 	 	 
		3.2.1. 	
      Subject to compliance with all applicable laws,
      regulations and rules of any governmental authority, quotation system or
      stock exchange, and subject further to approval by the TSX-V if required,
      on or within two few business days following the Consulting Effective
      Date, the Company will grant the Stock Options to Hicks. The Stock Options
      shall have an exercise price equal to the closing price, last sale of the
      day, on the OTC-BB on the date the Stock Options are granted and a term of
      three years from the date of grant.

	 	 	 
		3.2.2. 	
      The Stock Options will vest in accordance with the Stock
      Option Plan.

	 	 	 
		3.2.3. 	
      The Stock Options will be granted subject to the terms of
      the Stock Option Plan, as the same may be amended from time to time, and
      the Stock Option Agreement. In the event of any inconsistency among this
      Agreement, the Stock Option Agreement and the Stock Option Plan, the terms
      of the Stock Option Plan will control.







8


	3.3. 	
      Incentive Bonus

	 	 	 
		
      Upon the occurrence of:

	 	 	 
		3.3.1. 	
      the Financing Event, Hicks will earn a cash Incentive
      Bonus equal to the Bonus Price multiplied by 250,000;

	 	 	 
		3.3.2. 	
      the Superior Financing Event, Hicks will earn, in
      addition to the cash Incentive Bonus paid under Paragraph 3.3.1 above, an
      additional cash Incentive Bonus equal to the Bonus Price multiplied by
      150,000; and;

	 	 	 
		3.3.3. 	
      the Technical Event, Hicks will earn a cash Incentive
      Bonus equal to the Bonus Price multiplied by 150,000;

	 	 	 
		3.3.4. 	
      the Trading Event, Hicks will earn a cash Incentive Bonus
      equal to the Bonus Price multiplied by 250,000.

	 	 	 
	3.4. 	
      Application and Payment of Incentive Bonus
      Proceeds

	 	 	 
		3.4.1. 	
      Within 48 hours of any Event Date, the Company shall take
      reasonable steps to reserve the applicable Bonus Price with the TSX
      V as the price for a private placement offering of Common Shares to
      Hicks.

	 	 	 
		3.4.2. 	
      Within ten days after the applicable Event Date, Hicks
      shall provide to the Company a good faith estimate of his anticipated income
      tax liability for the amount of the Incentive Bonus and the Company shall
      remit that amount to Hicks in cash within a reasonable period of
    time.

	 	 	 
		3.4.3. 	
      On or about the date that the Company pays to Hicks the
      estimated tax liability referred to in Section 3.4.2, above, and
      subject to approval of the private placement by TSX V, the Company shall
      apply the balance of the proceeds from the Incentive Bonus to the private
      placement referred to in Section 3.4.1, above. If TSX V does not
      conditionally approve such private placement within a reasonable period of
      time, the Company shall remit the balance of the Incentive Bonus in cash
  to Hicks.

	 	 	 
	3.5. 	
      Adjustments of and Restrictions on
    Securities

	 	 	 
		3.5.1. 	
      If and whenever the Common Shares at any time outstanding
      are subdivided into a greater or consolidated into a lesser number of
      common shares, the exercise price of the Options and the amount of any
      Multiplier for any Incentive Bonus that has not yet been earned must be
      decreased or increased proportionately, as the case may be, and upon any
      such subdivision or consolidation, the number of Common Shares deliverable
      upon the exercise of the Options, and the amount of any Multiplier for any
      Incentive Bonus that has not yet been earned, must be increased or
      decreased proportionately, as the case may be.








9


	 	3.5.2. 	
      Any Common Shares issued pursuant to this Agreement will
      be “restricted securities”, as that term is defined in Rule 144(a)(3),
      promulgated by the United States Securities and Exchange Commission under
      the Securities Act of 1933, as amended, and will bear such restrictive
      legends as may be required by the applicable securities laws, rules and
      regulations.




	3.6. 	
      Expenses

	 	 	 
		3.6.1. 	
      The Contractor will be responsible for all costs
      associated with the performance of the Consulting Services, except as
      noted in Paragraphs 3.6.2 through 3.6.4 below.

	 	 	 
		3.6.2. 	
      Unless otherwise agreed by the parties, the Consulting
      Services will be provided at the Company’s office located in Vancouver,
      British Columbia. The Company must provide office space, equipment
      (including necessary computing equipment and software), furniture and
      supporting personnel at the Company’s premises to Hicks at no cost to the
      Contractor.

	 	 	 
		3.6.3. 	
      In the event that the parties agree that the Consulting
      Services will be provided at a location other than Vancouver, British
      Columbia, the Company will pay to the Contractor all reasonable moving
      expenses incurred by Hicks and reimbursed to Hicks by the
    Contractor.

	 	 	 
		3.6.4. 	
      The Contractor will be reimbursed by the Company for out
      of pocket expenses incurred by Hicks on behalf of the Company in the
      course of providing the Services, as supported by copies of receipts and
      other documentation.

	 	 	 
	3.7. 	
      Indemnity by Company

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

	 	 	 
	4. 	
      TERM, RENEWAL AND TERMINATION

	 	 	 
	4.1. 	
      Term

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







10


	4.2. 	
      Renewal

	 	 	 	 	 
		
      The initial term will automatically renew for an
      additional twelve (12) month term unless either party gives ninety (90)
      days’ written notice to the other of its intention not to renew this
      Agreement

	 	 	 	 	 
	4.3. 	
      Termination

	 	 	 	 	 
		4.3.1. 	
      Notwithstanding Paragraph 4.1, this Agreement will be
      terminated:

	 	 	 	 	 
			(a) 	
      without Cause by the Company, upon payment by the Company
      to the Contractor of the Termination Fee and, if they have been earned
      under the terms of Section 3.3, above, prior to the date of termination,
      issuance of the Incentive Shares;

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

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

	 	 	 	 	 
		4.3.2. 	
      Upon termination of this Agreement for any
  reason:

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

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

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

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

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

	 	 	 	 	 
			(c) 	
      the Contractor will cause Hicks to resign as a
      Director.







11


	4.4. 	
      Termination – Change of Control

	 	 	 
		
      If, within 60 days of the occurrence of a Change of
      Control, the Contractor resigns from the Company or the Company terminates
      this Agreement for any reason other than for Cause, the Company must pay
      the Termination Fee to the Contractor.

	 	 	 
	5. 	
      INDEPENDENT CONTRACTOR RELATIONSHIP

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

	 	 	 
	5.2. 	
      Although Hicks will, subject to Vacation Time, be
      available to the Company 80% of his working hours to the Company, Hicks
      need only devote such portion of his time to the provision of the
      Consulting Services as is necessary to complete the Consulting
      Services.

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

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

	 	 	 
		5.4.1. 	
      each of the Contractor and Hicks have the right to
      perform the Consulting Services without violation of their respective
      obligations to others;

	 	 	 
		5.4.2. 	
      each of the Contractor and Hicks are not bound by any
      agreement or obligation to any other party that will conflict with their
      respective obligations as a Contractor of the Company; and

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

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







12


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

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

	 	 	 
	6. 	
      CONFIDENTIAL INFORMATION

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

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

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







13


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

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

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




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

	 	 	 
	6.4. 	
      The Contractor’s obligations under this Section 6 will
      remain in effect in accordance with their terms and continue in full force
      and effect despite any breach, repudiation, alleged breach or repudiation,
      or termination of this Agreement. Without limiting the foregoing, the
      Contractor and Hicks each agree that at all times during and subsequent to
      the provision of services to the Company, neither the Contractor nor Hicks
      will use or take advantage of the Confidential Information for the purpose
      of

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

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







14


	7. 	
      GENERAL PROVISIONS

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

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

	 	 	 
	7.3 	
      No Other Agreement. This Agreement and the
      Schedules hereto cancel and supersede any existing agreement or other
      arrangement between the Company and the Contractor, other than any prior
      agreements for the purchase of securities in the Company.

	 	 	 
	7.3. 	
      Amendment or Waiver.

	 	 	 
		7.3.1. 	
      This Agreement may not be amended unless such amendment
      is agreed to in writing and signed by the Contractor and an authorized
      officer of the Company.

	 	 	 
		7.3.2. 	
      No waiver by either party hereto of any breach by the
      other party hereto of any condition or provision contained in this
      Agreement to be performed by such other party will be deemed a waiver of
      any similar or dissimilar condition or provision. Any waiver must be in
      writing and signed by the Contractor or an authorized officer of the
      Company, as the case may be.

	 	 	 
	7.4. 	
      Compliance with Policies and Laws. The Contractor
      and Hicks will abide by all the Company’s policies and procedures,
      including without limitation, the Company’s code of conduct. In addition,
      the Contractor and Hicks will abide by all laws applicable to the Company,
      in each jurisdiction that the Company does business, including without
      limitation applicable securities laws, rules and regulations and the rules
      of any stock exchange or market upon which the Common Shares are listed or
      quoted.

	 	 	 
	7.5. 	
      Governing Law. This Agreement will be construed
      and interpreted in accordance with the laws of the Province of British
      Columbia applicable therein, and will be treated in all respects as a
      British Columbia contract. The parties irrevocably attorn to the exclusive
      jurisdiction of the courts of British Columbia with respect to any legal
      proceedings arising under this Agreement.







15


	7.6. 	
      Dispute Resolution. Any dispute or controversy
      occurring between the parties hereto relating to the interpretation or
      implementation of any of the provisions of this Agreement will be resolved
      by arbitration. Such arbitration will be conducted by a single arbitrator
      appointed by agreement between the parties, or, in default of agreement,
      such arbitrator will be appointed in accordance with the provisions of the
      Commercial Arbitration Act of British Columbia or any re-enactment
      or amendment thereof. Any arbitration will be held in the City of
      Vancouver. The rules of procedure to be followed will be the domestic
      rules of procedure of the British Columbia International Commercial
      Arbitration Centre then in force. The decision arrived at by the
      arbitrator will be final and binding and no appeal will lie
    therefrom.

	 	 	 
	7.7. 	
      Notices. Any notice in writing required or
      permitted to be given hereunder must be given by registered mail, postage
      prepaid, mailed in British Columbia to the following addresses, or may be
      delivered by courier or personally.

	 	 	 
		7.7.1. 	
      in the case of the Company:

	 	 	 
			
      ARGENTEX MINING CORPORATION

			
      602 - 1112 West Pender Street 
Vancouver, B.C. V6E 2S1
      
Fax: 604.568.1540

	 	 	 
		7.7.2. 	
      in the case of the Contractor and/or Hicks:

	 	 	 
			
      FRONTERA GEOLOGICAL SERVICES LTD. or KEN
    HICKS

			
      1234 Doran Road 
North Vancouver

			
      British Columbia Canada V7K 1M7

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

	 	 	 
	7.8. 	
      Independent Legal Advice. The Company has obtained
      legal advice concerning this Agreement and has requested that the
      Contractor and Hicks both obtain independent legal advice with respect to
      this Agreement. The Contractor hereby represent and warrants to the
      Company that both the Contractor and Hicks have been advised to obtain
      independent legal advice, and that, prior to the execution of this
      Agreement, they have obtained independent legal advice or have, in their
      discretion, knowingly and willingly elected not to do so

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







16


	7.10. 	
      Currency. Except as expressly provided in this
      Agreement, all amounts in this Agreement are stated and will be paid in
      Canadian currency.

	 	 	 
	7.11. 	
      Further Assurances. Each of the Contractor and the
      Company will do, execute and deliver, or will cause to be done, executed
      and delivered, all such further acts, documents and things as the
      Contractor or the Company may reasonably require for the purposes of
      giving effect to this Agreement.

	 	 	 
	7.12. 	
      Counterparts/Facsimile Execution. This Agreement
      may be executed in several counterparts and each counterpart will together
      constitute one original document.

	 	 	 
	7.13. 	
      Parties’ Acknowledgement. The parties hereto
      hereby acknowledge that:

	 	 	 
		7.13.1. 	
      sufficient time was provided to review this Agreement
      thoroughly;

	 	 	 
		7.13.2. 	
      the terms of this Agreement and the obligations hereunder
      have been read and are understood; and

	 	 	 
		7.13.3. 	
      a copy of this Agreement has been received by each of the
      parties.



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




17


ARGENTEX MINING CORPORATION


	Per: 	/s/ Jenna Hardy 	 
	  	Authorized Signatory 	 


 

FRONTERA GEOLOGICAL SERVICES LTD.


	Per: 	/s/ Ken Hicks 	 
	  	Ken Hicks, President 	 


KEN HICKS joins in this Agreement in order to confirm his
agreement with, and his joinder in, the covenants and representations and
warranties made by him in the foregoing Agreement, all as of the Consulting
Effective Date (as defined in the Agreement). 

	SIGNED, SEALED and DELIVERED by 	) 	  
	KEN HICKS in the presence of: 	) 	  
	  	) 	  
	  	) 	  
	Signature 	) 	  
	  	) 	/s/
      Ken Hicks 
	Print Name 	) 	KEN HICKS 
	  	) 	  
	Address 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	Occupation 	) 	  






Schedule A – List of Duties and Responsibilities


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

1          provide
and administer good corporate governance and governance practices, under the
supervision of the Company’s Board of Directors, for the benefit of the Company
and in accordance with all regulatory requirements; 

2.           provide
overall direction, leadership and vision to the Company in all technical and
operational aspects, including acting as the Company’s Qualified Person for
technical disclosure; 

3.           supervise
the operation of the various Company projects, as approved by the Board, and in
coordination with the Executive VP Corporate Development, seek out, evaluate
and, where practicable, negotiate new business opportunities for the Company;


4.          
ensure the accurate and timely reporting of all material changes in the affairs
of the Company and the material facts related to the Company, in accordance with
applicable securities legislation and regulations, and administer and assist
with relations with all regulatory agencies, relations with the Company’s
auditors, relations with the Company’s legal services and the Company’s public
and investor relations programs, in effect being responsible for all aspects
related to disclosure controls and procedures, preparation and filing of
periodic reports and material change reports; 

5.           help
provide overall direction and supervision of the Company’s technical work
programs, including reporting on the results thereof to the Board of Directors,
and to the public in accordance with applicable securities legislation; 

6.          
administer and assist in the coordination of all Company development programs
including all technical operations and in the coordination of the services and
resources that are necessarily incidental thereto; 

7.           in
coordination with the Executive VP Corporate Development, administer and assist
with relations with all regulatory agencies, relations with the Company’s
auditors, relations with the Company’s legal services and the Company’s public
and investor relations programs; 

8.           in
consultation with the Executive VP Corporate Development supervise hiring of the
competent personnel and consultants required for the technical aspects of the
operation of the Company’s business and manage the efficient performance of
personnel; 

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

10.          conduct
or carry out other duties, responsibilities and special projects as directed by
the Company's Board of Directors.

REPORTS TO: Board of Directors 




Schedule B – Form of Indemnity


INDEMNIFICATION AGREEMENT


          THIS
AGREEMENT (“Agreement”) made and entered into as of the ___ day of
_______, 20___ to be effective as of that date by and between Argentex Mining
Corporation, a Delaware corporation (the “Company”), Frontera Geological
Services Ltd. and Ken Hicks (hereafter, jointly and severally, the
“Indemnitee”). 

RECITALS:


          WHEREAS,
highly competent persons have become more reluctant to serve publicly-held
corporations as directors or officers, or in other capacities, unless they are
provided with adequate protection through insurance or adequate indemnification
against inordinate risks of claims and actions against them arising out of their
service to, and activities on behalf of, the corporation; this is because such
persons in service to corporations are being increasingly subjected to expensive
and time-consuming litigation relating to, among other things, claims that
traditionally would have been brought only against the corporation or business
enterprise itself; and 

          WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that, to
attract and retain qualified individuals, the Company will attempt to maintain
on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its subsidiaries from certain liabilities; and 

          WHEREAS,
the Board has determined that the increased difficulty in attracting and
retaining such persons is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there
will be increased certainty of such protection in the future; and 

          WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to
obligate itself to indemnify, and to advance expenses on behalf of, such persons
to the fullest extent permitted by applicable law so that they will serve or
continue to serve the Company free from undue concern that they will not be so
indemnified; and

           WHEREAS,
this Agreement is separate from and in addition to the Bylaws of the Company and
any resolutions adopted pursuant thereto, and shall not be deemed a substitute
therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


          WHEREAS,
each of Section 145 of the General Corporation Law of the State of Delaware
(“DGCL”) and the Bylaws of the Company is nonexclusive, and therefore
contemplates that contracts may be entered into with respect to indemnification
of directors, officers, employees and agents; and 

          WHEREAS,
Indemnitee is willing to serve for or on behalf of the Company on the condition
that Indemnitee be so indemnified; 

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




2


          1.      Services
by Indemnitee. Indemnitee agrees to continue to serve as a director,
officer, employee or agent of the Company, provided that Indemnitee may at any
time and for any reason resign from such position and the Company will have no
obligation under this Agreement to continue Indemnitee in such position
(subject, in the case of any resignation by Indemnitee or termination by the
Company, to any rights and obligations they may have under contracts other than
this Agreement or under applicable law). This Agreement may not be deemed an
employment contract between the Company (or any of its subsidiaries) and
Indemnitee. This Agreement will continue in force after Indemnitee has ceased to
serve as a director, officer, employee or agent of the Company. 

          2.      Indemnification-General.
The Company will indemnify, and advance Expenses (as hereinafter defined) to,
Indemnitee (i) as provided in this Agreement, and (ii) to the fullest extent
permitted by applicable law in effect on the date hereof and as amended from
time to time (but in the case of any such amendment, only to the extent that
such amendment permits the Company to provide broader indemnification rights
than were permitted prior to the amendment). The rights of Indemnitee provided
under the preceding sentence include, but is not limited to, the rights set
forth in the other Sections of this Agreement. 

          3.      Proceedings
Other Than Proceedings by or in the Right of the Company. The Company
will indemnify Indemnitee under this Section 3 if, by reason of Indemnitee’s
Corporate Status (as hereinafter defined) or by reason of any act done or not
done by Indemnitee by reason of or on account of Indemnitee’s Corporate Status,
Indemnitee is, or is threatened to be made, a party to or a participant in any
threatened, pending, or completed Proceeding (as hereinafter defined), other
than a Proceeding by or in the right of the Company. Pursuant to this Section 3,
the Company will indemnify Indemnitee against all Expenses, judgments,
penalties, fines, liabilities and amounts paid in settlement actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with
such Proceeding or any claim, issue or matter therein, if Indemnitee acted in
Good Faith.

          4.      Proceedings
by or in the Right of the Company. The Company will indemnify
Indemnitee under this Section 4 if, by reason of Indemnitee’s Corporate Status
or by reason of any act done or not done by Indemnitee by reason of or on
account of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be
made, a party to or a participant in any threatened, pending or completed
Proceeding brought by or in the right of the Company to procure a judgment in
its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee
against all Expenses actually and reasonably incurred by Indemnitee or on
Indemnitee’s behalf in connection with such Proceeding if Indemnitee acted in
Good Faith; provided that if applicable law so provides, no indemnification
against such Expenses may be made in respect of any claim, issue or matter in
such Proceeding for which Indemnitee is adjudged to be liable to the Company,
unless and to the extent that the court in which such Proceeding has been
brought or is pending, determines that Indemnitee is entitled to such
indemnification. 




3


          5.     
Indemnification for Expenses of a Party Who is Wholly or Partly
Successful. Notwithstanding any other provision of this Agreement, to
the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status or by
reason of any act done or not done by Indemnitee by reason of or on account of
Indemnitee’s Corporate Status, a party to (or a participant in) and is
successful, on the merits or otherwise, in any Proceeding (including dismissal
without prejudice), the Company will indemnify Indemnitee, to the maximum extent
permitted by law, against all Expenses actually and reasonably incurred by
Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is
not wholly successful in such Proceeding but is successful, on the merits or
otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company will indemnify Indemnitee against all Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
with each successfully resolved claim, issue or matter. For purposes of this
Section and without limitation, the termination of any claim, issue or matter in
such a Proceeding by dismissal, with or without prejudice, will be deemed to be
a successful result as to such claim, issue or matter.

          6.      Indemnification
for Other Expenses. Notwithstanding any other provision of this
Agreement, the Company will indemnify Indemnitee against all Expenses actually
and reasonably incurred or suffered by Indemnitee or on Indemnitee’s behalf if
Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or
otherwise involved in any manner in any threatened, pending or completed
Proceeding to which Indemnitee neither is, nor is threatened to be made, a
party; provided that Indemnitee may not otherwise be compensated or reimbursed
for the value of Indemnitee's time spent as such unless (i) Indemnitee no longer
serves as an officer, director, employee or agent of the Company and (ii)
Indemnitee has spent more than ten business days as a witness or other non-party
participant in such Proceeding by reason of Indemnitee’s prior Corporate Status.
If Indemnitee is, or is threatened to be made, a party to such Proceeding, then
the provisions of Section 3, 4 or 5, as appropriate, will apply in accordance
with the terms thereof. 

          7.      Advancement
of Expenses. Notwithstanding any provision of this Agreement to the
contrary, the Company will advance all reasonable Expenses incurred by or on
behalf of Indemnitee in connection with any Proceeding referred to in Section 3,
4, 5 or 6 within ten days after the receipt by the Company of a statement or
statements from Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Such
statement or statements must reasonably evidence the Expenses incurred by
Indemnitee. Indemnitee hereby undertakes to repay any Expenses advanced if it is
ultimately determined by final judgment of a court of competent jurisdiction
that Indemnitee is not entitled to be indemnified against such Expenses. Any
advances and undertakings to repay pursuant to this Section 7 will be unsecured
and interest free. Advances will include any and all reasonable Expenses
incurred by Indemnitee pursuing an action to enforce this Agreement, including
Indemnitee’s right of advancement, and Expenses incurred in preparing and
forwarding statements to the Company to support the advances claimed. 




4


          8.      Procedure
for Determination of Entitlement to Indemnification. 

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

          (b)      The
person, persons or entity (the “Reviewing Party”) who will determine
whether Indemnitee is entitled to indemnification in the first instance will be
(i) the Board, acting by a majority vote of Disinterested Directors (as
hereinafter defined), whether or not such majority constitutes a quorum of the
Board, (ii) a committee of Disinterested Directors designated by a majority vote
of the Disinterested Directors, whether or not such majority constitutes a
quorum, (iii) if a majority vote of Disinterested Directors so orders, a written
opinion of Independent Counsel (as hereinafter defined) or (iv) if there are no
Disinterested Directors, or if Indemnitee so directs in writing at the time a
request for indemnification is made, a written opinion of Independent Counsel.
Promptly after making the determination the Reviewing Party will render its
written opinion to the Company and Indemnitee as to whether and to what extent
Indemnitee should be permitted to be indemnified under this Agreement. If the
Reviewing Party determines that Indemnitee is entitled to indemnification, the
Company will make payment within ten days after such determination. Indemnitee
must cooperate with the Reviewing Party with respect to Indemnitee’s entitlement
to indemnification, including providing to the Reviewing Party upon reasonable
advance request any documentation or information that is not privileged or
otherwise protected from disclosure and that is reasonably available to
Indemnitee and reasonably necessary to such determination. The Company will pay
all reasonable costs or expenses (including attorneys’ fees and disbursements)
incurred by Indemnitee in so cooperating with the Reviewing Party (irrespective
of the determination as to Indemnitee’s entitlement to indemnification) and the
Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


          (c)      If
the Disinterested Directors or Indemnitee directs that an Independent Counsel be
appointed, the Board will select the Independent Counsel, and promptly following
such selection the Company will give written notice to Indemnitee advising
Indemnitee of the identity of the Independent Counsel so selected. Within ten
days after such written notice of selection has been given, Indemnitee may
deliver to the Company a written objection to such selection; provided that such
objection may be asserted only on the ground that the Independent Counsel so
selected does not meet the requirements of “Independent Counsel” as defined in
Section 18, and the objection must set forth with particularity the factual
basis for such assertion. Absent a proper and timely objection, the person so
selected will act as Independent Counsel. If such written objection is so made,
the Independent Counsel so selected may not serve as Independent Counsel unless
and until such objection is withdrawn or a court has determined that such
objection is without merit. If within 45 days after submission by Indemnitee of
a written request for indemnification pursuant to




5


Section 8(a) that directs the Board to
appoint an Independent Counsel no Independent Counsel has been selected and not
objected to, either the Company or Indemnitee may petition a court of competent
jurisdiction for the appointment of such person or entity as Independent Counsel
as the court may designate, and the person with respect to whom all objections
are so resolved or the person so appointed by the court will then act as
Independent Counsel under this Agreement. Upon the due commencement of any
judicial proceeding or arbitration pursuant to Section 10(a), the Independent
Counsel will be discharged and relieved of any further responsibility in such
capacity (subject to the applicable standards of professional conduct then
prevailing). 

          9.      Presumptions;
Reliance and Effect of Certain Proceedings. 

          (a)      In
making a determination with respect to entitlement to indemnification hereunder,
the Reviewing Party will presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 8(a), and the Company will have the burden of proof
to overcome that presumption by clear and convincing evidence in connection with
the making by any person, persons or firm of any determination contrary to that
presumption. Neither the failure of the Reviewing Party to have made a
determination prior to the commencement of any action pursuant to this Agreement
that indemnification is proper in the circumstances because Indemnitee has met
the applicable standard of conduct, nor any determination thereby that
Indemnitee has not met such applicable standard of conduct, will be a defense or
admissible as evidence in any action for any purpose or create a presumption
that Indemnitee has not acted in Good Faith or met any other applicable standard
of conduct. 

          (b)      If
the Reviewing Party does not make a determination within 60 days after receipt
by the Company of the request therefor, the requisite determination of
entitlement to indemnification will be deemed to have been made and Indemnitee
will be entitled to such indemnification, absent (i) a misstatement by
Indemnitee of a material fact, or an omission of a material fact necessary to
make Indemnitee’s statement not materially misleading, in connection with the
request for indemnification, or (ii) a prohibition of such indemnification under
applicable law; provided that such 60-day period may be extended for a
reasonable time, not to exceed an additional 30 days, if the Reviewing Party in
good faith requests in writing such additional time for the obtaining or
evaluating of documentation and/or information relating thereto. 

          (c)      The
termination of any Proceeding or of any claim, issue or matter therein , by
judgment, order, settlement (whether with or without court approval) or
conviction, or upon a plea of nolo contendere or its equivalent, will not
(except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that
(i) Indemnitee did not act in Good Faith or failed to meet any other applicable
standard of conduct, or (ii) a court has determined that indemnification is not
permitted under applicable law. 




6


          (d)      The
knowledge and/or actions, or failure to act, of any director, officer, agent or
employee of the Enterprise will not be imputed to Indemnitee for purposes of
determining the right to indemnification under this Agreement. 

          10.     
Remedies of Indemnitee. 

          (a)      If
(i) a determination is made pursuant to Section 8 that Indemnitee is not
entitled to indemnification under this Agreement, (ii) advancement of Expenses
is not timely made pursuant to Section 7, (iii) no determination of entitlement
to indemnification shall have been made pursuant to Section 8(b) within 90 days
after receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to Section 5, Section 6, the last sentence
of Section 8(b) or the last sentence of Section 18(j) within ten days after
receipt by the Company of a written request therefor, or (v) payment of
indemnification pursuant to Section 3 or Section 4 is not made within ten days
after a determination has been made that Indemnitee is entitled to
indemnification, Indemnitee shall be entitled to an adjudication by a court of
competent jurisdiction of Indemnitee’s entitlement to such indemnification or
advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may
seek an award in arbitration to be conducted by a single arbitrator pursuant to
the Commercial Arbitration Rules of the American Arbitration Association.
Indemnitee shall commence such proceeding seeking an adjudication or an award in
arbitration within 180 days following the date on which Indemnitee first has the
right to commence such proceeding pursuant to this Section 10(a); provided that
the foregoing clause shall not apply in respect of a proceeding brought by
Indemnitee to enforce Indemnitee’s rights under Section 5. The Company shall not
oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


          (b)      If
a determination shall have been made pursuant to Section 8(b) that Indemnitee is
not entitled to indemnification, any judicial proceeding or arbitration
commenced pursuant to this Section 10 shall be conducted in all respects as a de
novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced
by reason of that adverse determination. 

          (c)      If
a determination shall have been made pursuant to Section 8(b) that Indemnitee is
entitled to indemnification, the Company shall be bound by such determination in
any judicial proceeding or arbitration commenced pursuant to this Section 10,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee’s statements not materially
misleading, in connection with the request for indemnification, or (ii) a
prohibition of such indemnification under applicable law. 

          (d)      If
Indemnitee, pursuant to this Section 10, seeks a judicial adjudication of or an
award in arbitration to enforce Indemnitee’s rights under, or to recover damages
for breach of, this Agreement, Indemnitee shall be entitled to recover from the
Company, and shall be indemnified by the Company against, any and all expenses
(of the types described in the definition of Expenses in Section 18 of this
Agreement) actually and reasonably incurred by Indemnitee in such judicial
adjudication or arbitration unless it shall be finally determined by the court
or arbitrator before which such claim was brought that it was brought in bad




7


faith. Even if it shall be determined
in such judicial adjudication or arbitration that Indemnitee is entitled to
receive part but not all of the indemnification or advancement of Expenses
sought, the expenses incurred by Indemnitee in connection with such judicial
adjudication or arbitration shall be paid in full. 

          (e)      The
Company shall be precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Section 10 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and hereby
stipulates, and shall so stipulate in any such court or before any such
arbitrator, that the Company is bound by all the provisions of this Agreement.


          11.      Notification
and Defense of Proceeding. 

          (a)      Indemnitee
shall promptly notify the Company in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other document
relating to any Proceeding or matter that may be subject to indemnification or
advancement of Expenses pursuant to this Agreement, but subject to the last
sentence of Section 11(c), the omission so to notify the Company will not
relieve it from any liability that it may have to Indemnitee. 

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








 8



  


  
    behalf of the Company or as to which Indemnitee shall have made the determination
      provided for in (ii) above. 

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

  



           12.
       Nonexclusivity; Insurance; Subrogation. 


            (a)     
    The rights of indemnification and to receive advancement of Expenses as
    provided by this Agreement shall not be deemed exclusive of any other rights
    to which Indemnitee may at any time be entitled under applicable law, the
    Company’s Articles of Incorporation, the Company’s Bylaws, any other
    agreement, any vote of stockholders, any resolution of the Board, or otherwise.
    No amendment, alteration or repeal of this Agreement or of any provision hereof
    shall limit or restrict any right of Indemnitee under this Agreement in respect
    of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate
    Status prior to such amendment, alteration or repeal. To the extent that a
    change in the DGCL, or the manner in which the DGCL is judicially construed,
    permits greater indemnification or advancement of Expenses than would be afforded
    currently under the Company’s Articles of Incorporation, Bylaws and this
    Agreement, it is the agreement and intent of the parties hereto that Indemnitee
    shall enjoy by this Agreement the greater benefits so afforded by such change.
    No right or remedy herein conferred is intended to be exclusive of any other
    right or remedy, and every other right and remedy shall be cumulative and
    in addition to every right and remedy given hereunder or now or hereafter
    existing at law or in equity or otherwise. The assertion or employment of
    any right or remedy hereunder, or otherwise, shall not prevent the concurrent
    assertion or employment of any other right or remedy. 







9


          (b)      The
Company shall use reasonable best efforts to provide directors’ and officers’
liability insurance coverage for the benefit of Indemnitee and Indemnitee's
estate at all times while Indemnitee continues to serve as a director or an
officer of the Company on the same terms and in the same amount as the Company
then provides for its other directors and officers. Upon the termination of
Indemnitee’s service as a director or officer of the Company and for a period
thereafter equal to the shorter of (i) six years or (ii) the expiration of the
applicable statute of limitations (the “Post-Termination Coverage Period”), the
Company will use reasonable best efforts to maintain directors’ and officers’
liability insurance coverage for its directors and officers in a manner that
will continue to provide coverage for Indemnitee’s acts and omissions during
Indemnitee's service as a director or officer of the Company. Notwithstanding
the foregoing sentences of this Section 12(b), from and after the occurrence of
a Change of Control, the Company shall be obligated to use best efforts to
maintain directors’ and officers’ liability insurance coverage while Indemnitee
continues to serve as a director or an executive officer of the Company and
during the Post-Termination Coverage Period on terms and in amounts
substantially similar to those maintained by the Company immediately prior to
the Change of Control. 

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

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

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

          13.      Duration
of Agreement. This Agreement shall continue until and terminate upon
the later of: (i) the expiration of the applicable limitations periods as to all
possible claims in respect of which Indemnitee is granted rights of
indemnification or advancement of Expenses hereunder upon commencement of a
related Proceeding, or (ii) the final termination of any Proceeding then pending
in respect of which Indemnitee is granted rights of indemnification or
advancement of Expenses hereunder and of any proceeding commenced by Indemnitee
pursuant to Section 10 relating thereto. This Agreement shall be binding upon
the Company and its successors and assigns and shall inure to the benefit of
Indemnitee and Indemnitee’s heirs, executors and administrators. 




10


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

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

          16.     
Identical Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement. Only one
such counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement. 

          17.     
Headings. The headings of the Sections of this Agreement are inserted
for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof. 

          18.      Definitions.
For purposes of this Agreement: 

          (a)      “Affiliate”
means with respect to any person or entity, any other

person or entity that, directly or
indirectly, through one or more intermediaries, controls, is controlled by or is
under common control with, such person or entity. 

          (b)      “Board”
shall have the meaning given such term in the recitals at the beginning of this
Agreement. 

          (c)      “Change
of Control” shall mean the occurrence of any of the following events: 

          (i)      the
acquisition, other than from the Company, by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934 (the “Exchange Act”)) of beneficial ownership of 20% or more of
either the then outstanding shares of common stock of the Company or the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors; provided that any
acquisition by the Company or any of its subsidiaries, or any corporation with
respect to




11


which following such acquisition, more
than 50% of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the common stock and voting securities of the Company
immediately prior to such acquisition in substantially the same proportion as
their ownership, immediately prior to such acquisition, of the then outstanding
shares of common stock of the Company or the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors, as the case may be, shall not constitute a Change of
Control; 

          (ii)     individuals,
who, as of the date of the execution of this Agreement, constituted the Board
(the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board; provided that any individual becoming a director subsequent to
such date whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of the
directors of the Company (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act); or 

          (iii)      approval
by the stockholders of the Company of a reorganization, merger or consolidation
of the Company and the satisfaction of all conditions precedent to the
transaction, in each case, with respect to which the individuals and entities
who were the respective beneficial owners of the common stock and voting
securities of the Company immediately prior to such reorganization, merger or
consolidation do not, following such reorganization, merger or consolidation,
beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such
reorganization, merger or consolidation, or a complete liquidation or
dissolution of the Company or of the sale or other disposition of all or
substantially all of the assets of the Company. 

     (d)     
“Corporate Status” describes the status of a person who is or was a
director, officer, employee, agent or fiduciary of an Enterprise. 

     (e)      “Disinterested
Director” means a member of the Board who is not and was not a party to the
Proceeding in respect of which indemnification is sought by Indemnitee. 




12


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

          (g)     “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript
costs, fees of experts, fees of witnesses other than Indemnitee, travel and
lodging expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, and all other reasonable disbursements
or expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in, or otherwise participating in, a Proceeding, including,
subject to the advancement provisions of Section 7 hereof, a Proceeding brought
by Indemnitee to enforce this Agreement. Expenses also shall include expenses
reasonably incurred in connection with any appeal resulting from any Proceeding,
including without limitation, any premium, security for, and other costs
relating to any cost bond, supersedeas bond, or other appeal bond or its
equivalent. 

          (h)     
“Good Faith” shall mean Indemnitee having acted in good faith and in a
manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal Proceeding, having
had reasonable cause to believe Indemnitee’s conduct was lawful. For purposes of
any determination of Good Faith, Indemnitee shall be deemed to have acted in
Good Faith if Indemnitee’s action is based on the records or books of account of
the Enterprise, including financial statements, or on information supplied to
Indemnitee by a committee of the Board upon which Indemnitee does not serve as
to matters within its designated authority, or the officers, agents or employees
of the Enterprise in the course of their duties, or on the advice of legal
counsel for the Enterprise or on information or records given or reports made to
the Enterprise by an independent certified public accountant or by an appraiser,
financial advisor or other expert or professional selected with reasonable care
by the Enterprise. The provisions of this Section 18(i) shall not be deemed to
be exclusive or to limit in any way the other circumstances in which Indemnitee
may be deemed to have met the applicable standard of conduct set forth in this
Agreement. 

          (i)      “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in
matters of corporation law and neither presently is, nor in the past five years
has been, retained to represent: (i) the Company or any Affiliate thereof or
Indemnitee (other than with respect to matters concerning Indemnitee’s rights
under this Agreement, or the rights of other indemnitees under similar
indemnification agreements), or (ii) any other party to the Proceeding giving
rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
the term “Independent Counsel” shall not include any person who, under the
applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing the Company or Indemnitee in an action to
determine Indemnitee’s rights under this Agreement. The Company shall promptly
pay the reasonable fees and expenses of the Independent Counsel referred to
above and shall fully indemnify such counsel against any and all




13


Expenses, claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant
hereto. 

          (j)     
“DGCL” shall have the meaning given such term in the recitals at the
beginning of this Agreement. 

          (k)      "Post-Termination
Coverage Period" shall have the meaning given in Section 12(b) hereof. 

          (l)     “Proceeding”
includes any claim seeking money or other relief, however made or presented, as
well as any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, inquiry, administrative
hearing or any other actual, threatened or completed proceeding, whether brought
by or in the right of the Company or otherwise and whether civil, criminal,
administrative or investigative, in which Indemnitee was, is or will be involved
as a party or otherwise, by reason of the fact that Indemnitee is or was a
director or officer of the Company, by reason of any action taken by Indemnitee
or of any inaction on Indemnitee’s part while acting in a Corporate Status, or
by reason of the fact that Indemnitee is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, limited liability company, joint venture, trust or other
enterprise, in each case whether or not Indemnitee is acting or serving in any
such capacity at the time any liability or expense is incurred for which
indemnification or advancement of expenses can be provided under this
Agreement.

          (m)     
“Reviewing Party” shall have the meaning given such term in Section
8(b). 

          (n)     
References to “other enterprise” shall include employee benefit plans;
references to “fines” shall include any excise tax assessed with respect to any
employee benefit plan; references to “serving at the request of the Company”
shall include any service as a director, officer, employee or agent of an
Enterprise that imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, as
participants or beneficiaries; and an Indemnitee who acted in good faith and in
a manner Indemnitee reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in Good Faith. 

          19.      Enforcement.


          (a)     The
Company expressly confirms and agrees that it has entered into this Agreement
and assumed the obligations imposed on it hereby in order to induce Indemnitee
to serve or continue to serve in a Corporate Status as requested by the Company,
and the Company acknowledges that Indemnitee is relying upon this Agreement in
serving in a Corporate Status. 

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




14


          (c)      The
right to be indemnified or to receive advancement of Expenses under this
Agreement (i) is a contract right based upon good and valuable consideration,
pursuant to which Indemnitee may sue, (ii) is and is intended to be retroactive
to the date Indemnitee assumed a Corporate Status and shall be available as to
events occurring prior to the date of this Agreement, and (iii) shall continue
after any rescission or restrictive modification of this Agreement as to events
occurring prior thereto. 

          20.     
Modification and Waiver. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver. 

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

(a)      If to
Indemnitee, to:


          FRONTERA
GEOLOGICAL SERVICES LTD. or Ken
Hicks
          1234
Doran
Road 
          North
Vancouver 
          British
Columbia Canada V7K 1M7 

(b)     
If to the Company, to:


          ARGENTEX
MINING
CORPORATION
          602
– 1112 West Pender
Street 
          Vancouver,
B.C. V6E
2S1 
          Fax:
604.568.1540 


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

          22.      Contribution.
To the fullest extent permissible under applicable law, if the indemnification
provided for in this Agreement is unavailable to Indemnitee for any reason
whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to
the amount incurred by Indemnitee, whether for judgments, fines, penalties,
excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in
connection with any claim relating to an indemnifiable event under this
Agreement, in such proportion as is deemed fair and reasonable in light of all
of the circumstances of such Proceeding in order to reflect (i) the relative
benefits received by the Company and Indemnitee as a result of the event(s)
and/or transaction(s) giving rise to such Proceeding, and/or (ii) the relative
fault of the Company (and its directors, officers, employees and agents) and
Indemnitee in connection with such event(s) and/or transaction(s). 




15


          23.      Governing
Law. This Agreement and the legal relations between the parties shall
be governed by, and construed and enforced in accordance with, the laws of the
State of Delaware, without regard to its conflict of laws rules. The parties
irrevocably attorn to the exclusive jurisdiction of the courts of the State of
Delaware with respect to any legal proceedings arising here from. 

          24.     
Miscellaneous. All references in this Agreement to Sections shall be
deemed to be references to Sections of this Agreement unless the context
indicates otherwise. 

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

ARGENTEX MINING
CORPORATION



	 	By: 	 
	 	Name: 	 
	 	Title: 	 


FRONTERA GEOLOGICAL SERVICES
LTD.

 

	 	By: 	 
	 	Name: 	 
	 	Title: 	 


 

__________________________________________________
KEN
HICKS