INDEPENDENT CONTRACTOR AGREEMENT

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.

Vanry desires to join in this Agreement for the purposes expressed.

1.

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

1.1.

“Board” means Board of Directors of the Company;

1.3.

“Cause” means:

(a)

failure of the Contractor and/or Vanry to observe or perform any of the material covenants and obligations imposed by this Agreement;

(b)

failure of the Contractor and/or Vanry to observe any of the covenants and obligations hereunder that are not material, if the Contractor and/or Vanry 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 Vanry’s performance of the Consulting Services; or

(d)

the conviction of the Contractor and/or Vanry 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;

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 Vanry, 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 Vanry as a result of this Agreement or the services performed hereunder that the Contractor and/or Vanry, acting reasonably, believes is confidential information or that the Company takes measures to protect;

1.6.7.

the general skills and experience gained by Vanry 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;

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 Fee” means the sum of CDN $12,500 per month;

1.9.

“Consulting Services” means such services as are consistent with those ordinarily provided by an Executive Vice President - Corporate Development, 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 Vanry from time-to-time either in respect of the foregoing or otherwise by the President with respect to the Company and, if requested by the Company, to any and all of its subsidiaries from time to time;

1.10.

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

1.11.

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

1.12.

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

1.13.

“Financing Event” means:

1.13.1.

During the period beginning on the Consulting Effective Date and expiring on the Consulting Termination 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

1.13.2.

During the period beginning on the Consulting Effective Date and expiring on the Consulting Termination 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.).

1.14.

“GST” means Goods and Services Tax;

1.15.

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

1.16.

“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;

1.17.

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

1.18.

“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;

1.19.

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

1.20.

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

1.21.

“Stock Options” means those options to purchase one million (1,000,000) Common Shares to be granted under the Stock Option Plan as described at Paragraph 3.2 herein;

1.22.

“Superior Financing Event” means the Company is able to raise the amount identified in paragraph 1.13.2 from the sale of Common Shares or warrants at an average price of at least $1.50 (U.S.) per share;

1.23.

“TSX-V” means the TSX Venture Exchange;

1.24.

“Termination Fee” means a lump sum equal to the Fee (plus value added taxes) for either

(i)

six months; or

(ii)

the remainder of the Term,

1.25.

“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 Termination Date;

1.26.

“Vacation Time” means Vanry’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. 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.

2.2.

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

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.

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

2.3.

Each of Vanry and the Contractor will report directly to the President and will keep the Company informed of all matters concerning the Consulting Services as requested by the Company from time to time.

3.

REMUNERATION, EXPENSES AND INDEMNITY

3.1.

Remuneration – Consulting Fees

3.1.1.

Subject to Paragraph 3.1.2 and Section 4, 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. To the extent that the Contractor is required to remit GST, the Contractor will show the applicable GST amount as a separate line item on the Contractor’s invoice for services and provide the Company with the Contractor’s GST 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 Vanry. 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 (but no such amendment shall materially alter or impair the Stock Options without Vanry’s consent), 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 Sto