Argentex Mining Corporation: Exhibit 4.20 - Filed by newsfilecorp.com





INDEPENDENT CONTRACTOR AGREEMENT 

This Agreement is dated effective the 1st day of January, 2014.


BETWEEN: 

ARGENTEX MINING CORPORATION, a
corporation continued under the laws of the Province of British Columbia,
Canada, and having an office for business located at Suite 835, 1100 Melville
Street, Vancouver, British Columbia 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 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. 	
      Finkelstein 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 Base” means the sum of
  $180,000;







2

	1.3 	
      "Cause" means:




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

	 	 	 
	 	(b) 	
      failure of the Contractor and/or Finkelstein to observe
      any of the covenants and obligations hereunder that are not material, if
      the Contractor and/or Finkelstein 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's and/or Finkelstein's
      performance of the Consulting Services; or

	 	 	 
	 	(d) 	
      the conviction of the Contractor and/or Finkelstein in
      respect 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 "person" [as defined
      in Section 1(1) of the Securities Act (British Columbia)], of the
      direct or indirect ownership of 50% 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 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, 50% or more, respectively, of 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 of the assets of the
Company;




	1.5 	
      "Common Shares" means shares of common stock of
      the Company;

	 	 
	1.6 	
      "Confidential Information" means information,
      whether or not originated by the Contractor or Finkelstein, 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):







3

		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 Finkelstein as a result of this Agreement or the services performed
      hereunder that the Contractor and/or Finkelstein, 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 the
      Contractor and/or Finkelstein 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; 

	 	  	
       

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

	 	  	
       

		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.
  




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







4

	1.8 	
      "Consulting Fee" means the sum of CDN $15,000 per
      month;

	 	 
	1.9 	
      "Consulting Services" means such services as are
      consistent with those ordinarily provided by a Chief Financial 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 the Contractor from time-to-time either in respect of the
      foregoing or otherwise by the Chief Executive Officer of the Company (the
      "CEO") or the Board with respect to the Company and, if requested
      by the CEO or the Board, to any and all of its subsidiaries from time to
      time;

	 	 
	1.10 	
      "Consulting Anniversary Date" means the first
      anniversary of the date of this Agreement as shown on the first
    page;

	 	 
	1.11 	
      "Consulting Termination Date" means the first
      anniversary of the date of this Agreement as shown on the first
    page;

	 	 
	1.12 	
      "Directors" means the Directors of the Company,
      and "Director" means any one of them;

	 	 
	1.13 	
      "GST" means Goods and Services Tax;

	 	 
	1.14 	
      "HST" means Harmonized Sales Tax;

	 	 
	1.15 	
      "OTC-BB" means the over-the-counter bulletin board
      operated by the Financial Industry Regulatory Authority (FINRA);

	 	 
	1.16 	
      "Stock Option Agreement" means an agreement on the
      Company's standard form of stock option agreement;

	 	 
	1.17 	
      "Stock Option Plan" means the Argentex Mining
      Corporation Stock Option Plan adopted by the Company on September 18,
      2012, and any successor stock option plan that may be adopted by the
      shareholders of the Company from time-to-time after the Consulting
      Effective Date;

	 	 
	1.18 	
      "Stock Options" means options to purchase Common
      Shares that may be granted under the Stock Option Plan as described at
      Paragraph 3.2 herein;

	 	 
	1.19 	
      "TSX-V" means the TSX Venture Exchange;

	 	 
	1.20 	
      "Termination Fee" means a lump sum equal to the
      Consulting Fee (plus any applicable value added tax) for nine
    months;

	 	 
	1.21 	
      "Vacation Time" means the Contractor's 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.

	 	 
	2. 	
      SERVICES TO BE PROVIDED

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




	 	2.1.1 	
      the approval of or acceptance by the TSX-V if such
      approval or acceptance is required; or







5

	 	2.1.2 	
      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 Finkelstein to provide the Consulting Services to
      the Company and will ensure that Finkelstein:




	 	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

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




	2.3 	
      The Contractor and Finkelstein will report directly to
      the CEO and the Board and will keep the CEO and the Board informed of all
      matters concerning the Consulting Services as requested from time to
      time.

	 	 
	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 Company, 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 applicable taxes. To the extent that the Contractor is required to
      remit PST, GST, HST or any similar service tax, the Contractor will show
      the applicable tax amount as a separate line item on the Contractor's
      invoice for services and provide the Company with the Contractor's PST,
      GST, HST or other applicable registrant
number.




	3.2 	
      Remuneration – Stock
Options




	 	3.2.1 	
      At the sole and absolute discretion of the Board and
      subject to compliance with the Stock Option Plan, 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,
      the Company may grant Stock Options to Finkelstein from time-to-time
      during the term of this Agreement but nothing in this Agreement shall
      obligate the Company to do so. If granted, Stock Options shall have an
      exercise price of not less than the closing price, last sale of the day,
      on the TSX V on the date the Stock Options are
granted.







6

	 	3.2.2 	
      Any Stock Options granted to Finkelstein during the term
      of this Agreement will vest as determined by the Board, acting in its sole
      and absolute discretion, and in accordance with the Stock Option
    Plan.

	 	 	 
	 	3.2.3 	
      Any Stock Options granted to Finkelstein during the term
      of this Agreement shall be 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 and the Stock Option Agreement will control, in descending
      order (for clarity, in the event of any inconsistency between the Stock
      Option Plan and the Stock Option Agreement, the terms of the Stock Option
      Plan will control).




	3.3 	
      Remuneration - Incentive
Bonus




	 	3.3.1 	
      The Contractor shall be eligible to receive an annual
      bonus of up to ten percent (10%) of the Bonus Base in recognition of
      exemplary performance of the Consulting Services during the term of this
      Agreement (the "Performance Bonus"). Both the decision to pay a
      Performance Bonus and the amount of a Performance Bonus, if any is to be
      paid, shall be at the discretion of the Board.




	3.4 	
      Expenses




	 	3.4.1 	
      The Contractor will be responsible for all costs
      associated with the performance of the Consulting Services, except as
      noted in Paragraphs 3.4.2 through 3.4.4 below.

	 	 	 
	 	3.4.2 	
      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 the Contractor at no
      cost to the Contractor.

	 	 	 
	 	3.4.3 	
      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 the Contractor.

	 	 	 
	 	3.4.4 	
      The Contractor will be reimbursed by the Company for out
      of pocket expenses incurred on behalf of the Company in the course of
      providing the Services, as supported by copies of receipts and other
      documentation.




	3.5 	
      Indemnity by Company



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




7

	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 expire on the Consulting Termination Date (the “Term”). Upon the
expiration of the Term or any Renewal Term if applicable, the Contractor or
Finkelstein shall not be entitled to any further remuneration, compensation, or
other benefits other than as provided for in Section 4.3 or 4.4 below, as
applicable. 

	4.2 	
      Renewal



The initial term (and any Renewal Term)
will automatically renew for an additional twelve (12) month term (each a
“Renewal Term”) unless either party gives sixty (60) days' written notice
to the other of its intention not to renew this Agreement. For purposes of
Paragraph 4.3.1, below, a decision by either party not to renew shall be deemed
to be a termination of this Agreement. 

	4.3 	
      Termination




	 	4.3.1 	
      Notwithstanding Paragraph 4.1, this Agreement may be
      terminated during the Term or, if applicable, any Renewal
  Term:




	 	(a) 	
      without Cause by the Company, upon payment by the Company
      to the Contractor of the Termination Fee;

	 	 	 
	 	(b) 	
      without Cause by the Contractor, upon sixty (60) days'
      written notice from the Contractor to the Company, in which event the
      Company shall not be liable to pay the Termination Fee; 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, in which event the Company shall not be
      liable to pay the Termination Fee.




	 	4.3.2 	
      Upon the termination of this Agreement for any
    reason:




	 	(a) 	
      the Company must immediately pay to the Contractor all
      accrued but 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







8

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




	 	4.3.3 	
      Unless otherwise expressly agreed in writing, the
      Consultant and Finkelstein shall not be entitled, by reason of the
      provision of services to the Company or by reason of the termination of
      that arrangement, however so arising, to any remuneration, compensation or
      other benefits other than as expressly provided for in this
    Agreement.




	4.4 	
      Termination – Change of
Control



If, at any time in the nine (9) months
following the occurrence of a Change of Control, the Company terminates this
Agreement for any reason other than for Cause, the Company must pay to the
Contractor, in lieu of the Termination Fee, a lump sum equal to the Consulting
Fee (plus any applicable value added tax) for 24 months, together with any
bonuses due for the year. 

	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 	
      Finkelstein will, subject to Vacation Time, be available
      to the Company 80% of his working hours.

	 	 
	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 Finkelstein, jointly and severally,
      represent and warrant to the Company that:




	 	5.4.1 	
      each of the Contractor and Finkelstein has the right to
      perform the Consulting Services without violation of its obligations to
      others;

	 	 	 
	 	5.4.2 	
      neither of the Contractor or Finkelstein is 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 Finkelstein to the Company in the course of providing
      the Consulting Services may be used fully and freely by the Company,
      unless the Contractor or Finkelstein otherwise advises the Company orally
      or in writing at the time of communication of such information (e.g.
      information provided by the Contractor or Finkelstein 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 Finkelstein 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.







9

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

	 	 
	5.7 	
      The Contractor and Finkelstein 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, Finkelstein or
      the Contractor 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
      Finkelstein and/or the Contractor during this 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 Finkelstein 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 Finkelstein, to make the following covenants
      regarding the conduct of each of the Contractor and Finkelstein 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 Finkelstein 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 Finkelstein 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.

	 	 	 
	 	6.2.2 	
      At all times during and subsequent to the Contractor's
      retainer with the Company, neither the Contractor nor Finkelstein will
      use, copy, transfer or destroy any 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 Finkelstein 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.







10

	 	6.2.3 	
      Within ten (10) business days after the termination of
      the Contractor's retainer for any reason, the Contractor and Finkelstein
      will promptly deliver to the Company all property of or belonging to or
      administered by the Company in its 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
      Finkelstein each confirms 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 and Finkelstein. Without
      limiting the generality of the foregoing, the Contractor and Finkelstein
      each hereby consents to an injunction being granted by a court of
      competent jurisdiction in the event that the Contractor or Finkelstein is
      in breach of any of the provisions stipulated in this Section 6. The
      Contractor and Finkelstein each 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 Finkelstein each agrees that at all times during and
      subsequent to the provision of services to the Company, neither of the
      Contractor or Finkelstein 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.




	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 Finkelstein.

	 	 
	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.







11

	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.

	 	 
	7.4 	
      Amendment or Waiver.




	 	7.4.1 	
      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.

	 	 	 
	 	7.4.2 	
      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.




	7.5 	
      Compliance with Policies and Laws. The Contractor
      and Finkelstein will each abide by all the Company's policies and
      procedures, including without limitation, the Company's code of conduct.
      In addition, the Contractor and Finkelstein will each 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.

	 	 
	7.6 	
      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.

	 	 
	7.7 	
      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.

	 	 
	7.8 	
      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.




	 	7.8.1 	
      in the case of the Company:



ARGENTEX MINING CORPORATION

835 - 1100 Melville Street 
Vancouver, B.C. V6E 4A6 
Fax:
604.568.1540 




12

	 	7.8.2 	
      in the case of the Contractor:



JBD CONSULTING LTD. 
3460
Regent Street 
Richmond, B.C. V7E 2N1 

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. 

	7.9 	
      Independent Legal Advice. The Company has obtained
      legal advice concerning this Agreement and has requested that the
      Contractor and Finkelstein each obtain independent legal advice with
      respect to this Agreement. The Contractor and Finkelstein each hereby
      represents and warrants to the Company that the Contractor and Finkelstein
      have each been advised to obtain independent legal advice, and that, prior
      to the execution of this Agreement, he has obtained independent legal
      advice or has, in his discretion, knowingly and willingly elected not to
      do so.

	 	 
	7.10 	
      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.

	 	 
	7.11 	
      Currency. Except as expressly provided in this
      Agreement, all amounts in this Agreement are stated and will be paid in
      Canadian currency.

	 	 
	7.12 	
      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.

	 	 
	7.13 	
      Counterparts/Facsimile Execution. This Agreement
      may be executed in several counterparts and each counterpart will together
      constitute one original document.

	 	 
	7.14 	
      Parties' Acknowledgement. The parties hereto
      hereby acknowledge that:




	 	7.14.1 	
      sufficient time was provided to review this Agreement
      thoroughly;

	 	 	 
	 	7.14.2 	
      the terms of this Agreement and the obligations hereunder
      have been read and are understood; and

	 	 	 
	 	7.14.3 	
      a copy of this Agreement has been received by each of the
      parties.







13

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

	ARGENTEX MINING CORPORATION 	 
	Per: 	/s/Michael Brown 	 
	  	Authorized Signatory 	 
	  	  	 
	JBD CONSULTING LTD. 	 
	Per: 	/s/Jeff Finkelstein 	 
	  	Authorized Signatory 	 



	JOINED by JEFFREY FINKELSTEIN for 	) 	 
	the reasons expressed above, who signed 	) 	 
	in the presence of: 	) 	 
		 )  	 
	/s/Ethan
      Minsky                  
       	) 	 
	Signature 	) 	/s/Jeff
      Finkelstein                                   
      
JEFFREY FINKELSTEIN 
	Ethan P.
      Minsky                  
           	) 	 
	Print Name 	) 	 
	Clark Wilson
      LLP                  
       	) 	 
	900-885 West Georgia Street 	) 	 
	Vancouver, BC V6C
      3H1        	) 	 
	Address 	) 	 
	Barrister &
      Solicitor               
       	) 	 
	Occupation 	  	 






SCHEDULE A 

List of Duties and Responsibilities 

The Chief Financial Officer (CFO) provides both operational and
programmatic support to the organization. The CFO supervises the finance unit
and is the chief financial spokesperson for the organization. The CFO reports
directly to the President/Chief Executive Officer (CEO) and directly assists the
CEO on all strategic and tactical matters as they relate to budget management,
cost benefit analysis, forecasting needs and the securing of new funding.

ESSENTIAL DUTIES AND RESPONSIBILITIES 

	• 	
      Assist in performing all tasks necessary to achieve the
      Company's mission and help execute staff succession, growth plans and good
      corporate governance. 

	  	
       

	• 	
      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 service providers 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; 

	  	
       

	• 	
      Train the Finance Unit and other staff on raising
      awareness and knowledge of financial management matters, including
      internal controls over financial matters and disclosure controls and
      procedures. 

	  	
       

	• 	
      Work with the CEO on the strategic vision including
      fostering and cultivating stakeholder relationships on city, state,
      provincial and national levels, as well as assisting in the development
      and negotiation of contracts. 

	  	
       

	• 	
      Participate in developing new business, specifically:
      assist the CEO in identifying new funding opportunities, the drafting of
      prospective programmatic budgets, and determining cost effectiveness of
      prospective service delivery. 

	  	
       

	• 	
      Assess the benefits of all prospective contracts and
      advise the CEO on programmatic design and implementation matters.
  

	  	
       

	• 	
      Ensure adequate controls are installed and that
      substantiating documentation is approved and available such that all
      expenditures may pass independent audits. 

	  	
       

	• 	
      Preparation and analysis of annual budgets 

	  	
       

	• 	
      Oversee the management and coordination of all fiscal
      reporting activities for the organization including: organizational
      revenue/expense and balance sheet reports, reports to funding agencies,
      development and monitoring of organizational and contract/grant budgets.
      

	  	
       

	• 	
      Oversee all purchasing and payroll activity for staff and
      participants. 







15

	• 	Develop and maintain systems of internal
      controls to safeguard financial assets of the organization. Oversee the
      coordination and activities of independent auditors ensuring all
      accounting and audit issues are resolved, and all regulatory compliance
      issues are met, and the preparation of the annual and quarterly financial
      statements and MD&A is in accordance with U.S. GAAP (or IFRS if the
      Company elects to account in IFRS) and federal, state and other required
      supplementary schedules and information. 
	  	  
	• 	Attend Board and Subcommittee meetings on an
      "as-requested basis"; including being the lead staff on the Audit/Finance
      Committee. 
	  	  
	• 	Conduct or carry out other duties,
      responsibilities and special projects as directed by the CEO.
  






SCHEDULE B 

INDEMNIFICATION AGREEMENT 

THIS AGREEMENT (“Agreement”) made and entered into as of
January 1, 2012 by and between ARGENTEX MINING CORPORATION (the
“Company”), a corporation continued under the laws of the Province of
British Columbia and JEFFREY FINKELSTEIN, a resident of British Columbia (the
“Indemnitee”). 

RECITALS: 

WHEREAS, competent persons
have become more reluctant to serve publicly-held corporations as directors or
officers 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; and WHEREAS, it is reasonable and prudent for the Company
contractually to indemnify such persons to the extent set forth in this
Agreement in an effort to give them additional incentive to serve or continue to
serve the Company. 

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

1.                  Services by Indemnitee.
This Agreement shall not be deemed an employment contract between the Company
(or any of its subsidiaries) and Indemnitee, and it shall continue in force
after Indemnitee has ceased to serve as a director or officer of the Company.


2.                  Indemnity. The Company
will indemnify Indemnitee under this Section 2 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 made a party to or a participant in any Proceeding (as hereinafter
defined), other than a Proceeding by or in the right of the Company.
Notwithstanding the foregoing, this indemnity will not apply to any such
Proceeding unless Indemnitee acted in Good Faith. 

3.                  Indemnification for Other
Expenses. In addition to the Indemnity provided in Section 2, above, the
Company will indemnify Indemnitee against all Expenses (as hereinafter defined)
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 Proceeding to which Indemnitee is not
a party; provided that Indemnitee shall not be entitled to 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 made a party to such Proceeding, then
the provisions of Section 2, above, will apply in accordance with the terms
thereof. 

4.                  Advancement of
Expenses. If permitted by law, the Company may elect to advance all or any
portion of Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding referred to in Section 2 or 3, above, 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, together with an undertaking from
the Indemnitee, in form and substance satisfactory to the Company in its sole
discretion, that it will repay such advance or advances to the Company if it is
ultimately determined that the advance(s) were prohibited by law or that the
Indemnitee is not entitled to indemnity in respect of that Proceeding or those
Expenses. Such statement or statements must reasonably evidence the Expenses
incurred by Indemnitee. In furtherance of the foregoing, 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. 




2

5.                  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. 

6.                  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 that may be subject to indemnification or advancement
of Expenses pursuant to this Agreement, but subject to the last sentence of
Section 6(c), below, the failure 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) there is a conflict of
interest between Indemnitee and the Company in the defense of the Proceeding, or
(iii) the Company shall not within 60 calendar days have retained counsel 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 6(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 behalf of the Company. 




3

(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
express prior written consent. 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 that the Company was not materially prejudiced
thereby. 

7.                  Subrogation. 

(a)                  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. 

(b)                  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. 

(c)                  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.

8.                  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. 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. 

9.                  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 satisfactory to the Company in its sole discretion, that it will
repay such advance or advances to the Company if it is ultimately determined
that the advance(s) were prohibited by law or that the Indemnitee is not
entitled to indemnity in respect of that Proceeding or those Expenses. Such
statement or statements must reasonably evidence the Expenses incurred by
Indemnitee. In furtherance of the foregoing, 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. 




4

10.                  Exception to Right of Indemnification or Advancement of
Expenses. Notwithstanding any other provision of this Agreement, 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. 

11.                  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. 

12.                  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. 

13.                  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 mean the Board of Directors of the
Company. 

(c)                  “Corporate Status”
describes the status of a person who is or was a director or officer of an
Enterprise. 

(d)                  “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 or officer. 

(e)                  “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. 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. 




5

(f)                  “Good Faith” shall mean Indemnitee having acted
honestly and in good faith with a view to the best interests of the Enterprise
and, with respect to any criminal Proceeding, having had reasonable cause to
believe Indemnitee’s conduct in respect of which the Proceeding was brought was
lawful. 

(g)                  “Proceeding” means any
action, suit, arbitration, alternate dispute resolution mechanism, inquiry,
administrative hearing, whether civil, criminal or administrative, in which
Indemnitee was or is involved as a party or a witness 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 or officer 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.


14.                  Entire Agreement. 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. 

15.                  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. 

16.                  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: 
	 	  	  
	 	  	Jeffrey Finkelstein 
	 	  	3460 Regent Street 
	 	  	Richmond 
	 	  	British Columbia Canada V7E 2N1 
	 	  	  
	 	  	  
	 	(b) 	If to the Company, to: 
	 	  	  
	 	  	ARGENTEX MINING CORPORATION 
	 	  	Suite 835, 
	 	  	1100 Melville Street 
	 	 	Vancouver, B.C. V6E 4A6 
	 	 	Fax: 604.568.1540






6

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. 

17.                  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 Province of British
Columbia and the federal laws of Canada applicable therein. The parties
irrevocably attorn to the exclusive jurisdiction of the courts of the Province
of British Columbia with respect to any legal proceedings arising herefrom. 

18.                  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: 	/s/Michael Brown 
	 	Name: 	Michael Brown 
	 	Title: 	CEO& President 



	SIGNED by JEFFREY FINKELSTEIN, 	) 	 
	who signed in the presence of: 	) 	 
		) 	 
	/e/Ethan Minsky
	) 	 
	Signature 	) 	 
		) 	 
	Ethan Minsky 	) 
	/s/Jeff
      Finkelstein                                              
        
JEFFREY FINKELSTEIN   
	Print Name 	) 	 
		) 	 
	800 885 West Georgia Street 	) 	 
	Vancouver, BC V6C
      3H1 	) 	 
	Address 	) 	 
		) 	 
	Solicitor 	) 	 
	Occupation 	)