Argentex Mining Corporation: Exhibit 4.21 - Filed by newsfilecorp.com





AMENDING AGREEMENT 

THIS AMENDING AGREEMENT (“Amending Agreement”) is dated
and effective as of May 1, 2015. 

BETWEEN: 

ARGENTEX MINING CORPORATION, a
company continued under the laws of British Columbia with an office at Suite
835, 1100 Melville Street, Vancouver, BC, Canada V6E 4A6 

(the “Company”) 

AND: 

JBD CONSULTING LTD., a company
incorporated under the laws of the Province of British Columbia with an address
of 3460 Regent Street, Richmond, British Columbia Canada V7E 2N1 

("Contractor") 

AND: 

JEFFREY FINKELSTEIN, an
individual resident of the Province of British Columbia with an address of 3460
Regent Street, Richmond, British Columbia Canada V7E 2N1 

("Finkelstein") 

WHEREAS: 

A.                  The Company, the Contractor and Finkelstein (collectively
referred to as the “Parties”) entered into an Independent Contractor
Agreement dated effective January 1, 2014 (the “Original Agreement”); and


B.                  In light of economic conditions currently affecting the
Company and the industry in which it operates, the Parties wish to amend the
Original Agreement to effect a temporary reduction in the Consulting Fee. 

NOW THEREFORE for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties do hereby
covenant and agree as follows: 

	1. 	
      Definitions. Words that are capitalized in this
      Amending Agreement but not defined in this Amending Agreement are defined
      in the Original Agreement and, unless the context clearly requires
      otherwise, shall have the meaning attributed to them in the Original
      Agreement.

	 	 
	2. 	
      Reduction of Consulting Fee. During the period
      beginning May 1, 2015 and ending on the earlier to occur of (a) the
      completion of an event that constitutes a Change of Control and (b) April
      30, 2016, the amount of the Consulting Fee is decreased from $15,000 per
      month to $11,250 per month. Notwithstanding the foregoing, the temporary
      reduction of the Consulting Fee provided for in this Amending Agreement
      shall not affect the calculation of termination benefits in the event the
      Original Agreement is terminated by the Company as provided in Section 4.3
      and 4.4 of the Original Agreement, nor shall it be deemed to be a material
      reduction for purposes of establishing constructive dismissal of the
      Contractor or Finkelstein, to the extent that such concept applies to the
      relationship between the Parties.







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	3. 	
      Change of Control. Upon completion of an event
      constituting a Change of Control, the Company shall reimburse the
      Contractor for an amount equal to “X” multiplied by “Y”, where “X” is
      equal to the sum of $3,750 and “Y” is equal to the number of calendar
      months (to a maximum of six calendar months) that have elapsed between May
      1, 2015 and the earlier of (a) the date of the event constituting a Change
      of Control and (b) the date of termination of the Original
    Agreement.

	 	 
	4. 	
      Original Agreement Continues in Effect. Except as
      hereby amended, the Parties agree that the Original Agreement remains in
      full force and effect.

	 	 
	5. 	
      Counterparts. This Amending Agreement is executed
      by the Parties hereto effective as of the date first above written. This
      Amending Agreement may be executed in counterparts and delivered by
      facsimile or other electronic means and shall be deemed effective for all
      purposes.

	 	 
	6. 	
      Governing Law. This Amending Agreement, any
      amendment, addendum, annex, exhibit, supplement or other document relating
      hereto, and any dispute arising from or related thereto, shall be governed
      by and construed in accordance with the laws of the Province of British
      Columbia and the laws of Canada applicable
therein.




	 
	ARGENTEX MINING CORPORATION 
	 
	 
	 
	Per: 	/s/Wayne
      Hubert                                       
      
	
       
	
      Authorized Signatory  

	 	 
	 	 
	 	 
	JBD CONSULTING LTD. 
	 
	 
	 
	Per: 	/s/Jeff
      Finkelstein                                
        
	 	
      Authorized
Signatory  







- 3 - 

	JOINED by JEFFREY FINKELSTEIN for the 	) 	 
	reasons expressed above, who signed in the 	) 	 
	presence of: 	) 	 
	  	) 	 
	/s/Michael
      Brown            
       	) 	 
	Signature	) 

    	/s/Jeff
      Finkelstein                             
      
JEFFREY FINKELSTEIN 
	Micheal
      Brown                 
       	) 	
	Print Name 	) 	 
	West
      Vancouver              
         	) 	 
	                                              
    	) 	 
	Address 	) 	 
	CEO &
      President         
            	) 	 
	Occupation 	)