SALOMON SMITH BARNEY


February 16, 1998

Casmyn Corp.
Suite 1800,
1500 West Georgia Street
Vancouver, B.C.
Canada V6G 2Z6

Attention:

Ladies and Gentlemen:

          The  purpose  of this letter is to confirm the engagement of Salomon
Brothers  Inc. and Smith Barney Inc. (collectively, "Salomon Smith Barney") by
Casmyn Corp. (the "Company") on an exclusive basis to render certain financial
advisory and investment banking services to the Company.

         Section 1. Services to be Rendered. Salomon Smith Barney will perform
such  of  the  following financial advisory and investment banking services as
the Company may reasonably request:

         (a)     Salomon Smith Barney will familiarize itself to the extent it
deems  appropriate  and  feasible  with  the business, operations, properties,
financial  condition  and  prospects  of the Company, it being understood that
Salomon  Smith  Barney  shall  in  the  course  of  such familiarization, rely
entirely upon publicly available information and such other information as may
be supplied by the Company, without independent investigation;

          (b)       Salomon Smith Barney will advise and assist the Company in
identifying  and/or  evaluating  various  strategic  or financial alternatives
(each,  an  "Alternative Transaction") that may be available to the Company to
enhance  shareholder  values, including, without limitation, an acquisition of
all  or  a  significant  portion of the assets or equity securities of another
corporation  or  other  business  entity,  a sale (whether or not the proposal
therefor  is solicited or unsolicited) of the Company or a significant portion
of its equity securities, assets or businesses to one or more third parties, a
recapitalization (including a negotiated transaction with all or a majority of
the  preferred  security  holders)  or restructuring of the Company (including
divestitures, spinoffs, split-offs and

<PAGE>

                                      -2


similar  transactions),  a public or private sale of additional equity or debt
securities  of  the Company, repurchases by the Company of its common stock or
other  securities,  a  liquidation  of  the  Company,  or  such  other form of
transaction  that  Salomon  Smith Barney, after completing the familiarization
process  provided  for  in  Section  1(a)  hereof, believes may be of possible
interest to the Company;

        (c)     If the Company determines to consider or undertake one or more
Alternative  Transactions,  Salomon  Smith  Barney  will advise and assist the
Company  in  considering  the  desirability  of  undertaking  such Alternative
Transaction(s) and, if the Company believes such Alternative Transaction(s) to
be desirable, in effecting such Alternative Transaction(s); and

        (d)     Salomon Smith Barney will render such other financial advisory
and  investment  banking  services  as may from time to time be agreed upon in
writing by Salomon Smith Barney and the Company.

         Section 2. Fees The Company shall pay to Salomon Smith Barney for its
services hereunder the following cash fees (refer also to the Illustrative Fee
Schedule on page 7):

     Retainer Fees
       (a)     $150,000, payable promptly following the Company's execution of
this letter agreement; plus

          (b)      additional monthly fees of $40,000, payable on each monthly
anniversary  of  this  letter  agreement  of Salomon Smith Barney's engagement
hereunder; plus

     Additional Fees
          (c)       additional fees, customary under the circumstances, as the
Company  and Salomon Smith Barney may from time to time agree upon in writing,
with respect to any actual or proposed Alternative Transaction; plus

     Success Fees
     (a)     if the majority of the Board of Directors of the Company agree to
any  Alternative Transaction other than a standstill agreement of 12 months or
less, a success fee equal to:

(i)       $1,000,000 plus 75% of the post restructuring Total Enterprise Value
(the  equity  portion of which shall be based upon the 10 business day average
closing price of the stock commencing 10 business days after the closing of

<PAGE>
                                     -3-


the restructuring or if there is no market for the stock, fair value as agreed
by both parties) of the company between $30,000,000 and $75,000,000 and 10% of
the post restructuring Total Enterprise Value in excess of $75,000,000; and

      (ii)     $1,000,000 if the average closing stock price, before adjusting
  for any stock splits effected after today, post restructuring for the period
 commencing 10 business days after the closing of the restructuring and ending
  10  business days thereafter and after adding any distributions or dividends
  paid  subsequent  to  January 31, 1998, is greater than $1.00 per share plus
 $100,000 for every $0.25 the per share stock price exceeds $1.00.

Fee Credits
          (e)      Up to the full amount of the Retainer Fees will be credited
against  all  other  fees  payable subject to the total fees payable being not
less than $3,000,000.

     Form of Payments
          (f)     The first $2,500,000 of fees payable to Salomon Smith Barney
will  be payable in cash. The balance of fees payable, if any, will be paid in
cash,  or to the extent permissible, at the Company's option, in the same kind
and  amount  of  consideration  as  the  consideration  received  by accepting
preferred shareholders.

          For  purposes hereof, the term Total Enterprise Value shall mean the
market values of all sources of capital used to fund the assets of the company
including,  but  not  limited  to,  all  forms  of debt, preferred securities,
warrants,  stock  purchase  rights, convertible securities, minority interest,
all  forms  of  equity including common equity, and dividends or distributions
paid  after  January 31, 1998, less cash. In the event that there is no market
in  a given security the value of such security shall be determined by Salomon
Smith Barney and the Company in good faith.

          Section  3. Expenses. In addition to any fees that may be payable to
Salomon  Smith  Barney  hereunder  and  regardless  of whether any Alternative
Transaction  is  proposed or consummated, the Company hereby agrees, from time
to  time  upon  request,  to reimburse Salomon Smith Barney for all reasonable
fees  and  disbursements of Salomon Smith Barney's counsel, mining consultants
and  all  of  Salomon Smith Barney's reasonable travel and other out-of-pocket
expenses  incurred  in  connection  with any actual or proposed transaction or
otherwise arising out of Salomon Smith Barney's engagement hereunder.

<PAGE>
                                     -4-


     Section 4.  Indemnity.  Salomon Smith Barney and the Company have entered
into  a  separate  letter  agreement, dated the date hereof, providing for the
indemnification  of  Salomon  Smith  Barney  by the Company in connection with
Salomon Smith Barney's engagement hereunder.

          Section  5    Termination of Engagement; Etc. Salomon Smith Barney's
engagement  hereunder may be terminated by either the Company or Salomon Smith
Barney  at any time, with or without cause, upon written advice to that effect
to  the  other  party;  provided,  however,  that Salomon Smith Barney will be
entitled to its full fees under Section 2 hereof in the event that at any time
prior  to  the  expiration  of two years after such termination an Alternative
Transaction is consummated; and provided, further, that the provisions of this
Section 5 and Sections 3, 4 and 6 hereof shall survive any such termination.

     Section 6. Miscellaneous.

          (a)     THIS   LETTER  AGREEMENT  AND  THE   RELATED INDEMNIFICATION
AGREEMENT REFERRED TO ABOVE SHALL BE DEEMED MADE IN NEW YORK.  SUCH AGREEMENTS
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO SUCH
STATE'S  RULES  CONCERNING  CONFLICTS OF LAWS. ANY RIGHT TO TRIAL BY JURY WITH
RESPECT  TO  ANY  CLAIM  OR  PROCEEDING  RELATED  TO  OR  ARISING  OUT OF THIS
ENGAGEMENT, OR ANY TRANSACTION OR CONDUCT IN CONNECTION HEREWITH, IS WAIVED.

       (b)     The Company expressly acknowledges that all opinions and advice
(written  or  oral) given by Salomon Smith Barney to the Company in connection
with Salomon Smith Barney's engagement are intended solely for the benefit and
use  of  the  Company  (including  its management, directors and attorneys) in
considering  the  transaction to which they relate and the Company agrees that
no  such  opinion or advice shall be used for any other purpose or reproduced,
disseminated,  quoted  or  referred  to  at any time, in any manner or for any
purpose,  nor  shall  any public references to Salomon Smith Barney be made by
the  Company  (or  such persons), without the prior written consent of Salomon
Smith Barney, which consent shall not be unreasonably withheld.

(c)      The Company expressly acknowledges that Salomon Smith Barney has been
retained  solely  as  an  advisor  to the Company, and not as an advisor to or
agent  of any other person, and that the Company's engagement of Salomon Smith
Barney  is  not  intended to confer rights upon any persons not a party hereto
(including shareholders,

<PAGE>
                                     -5-


employees  or  creditors  of  the  Company)  as  against Salomon Smith Barney,
Salomon  Smith  Barney's  affiliates  or their respective directors, officers,
agents and employees.



<PAGE>
                                      -6


Please  confirm  that  the foregoing is in accordance with your understandings
and  agreements  with Salomon Smith Barney by signing and returning to Salomon
Smith Barney the duplicate of this letter enclosed herewith.


                                         Very truly yours,

                                         SALOMON BROTHERS INC.
                                         SMITH BARNEY INC.

                                         By: SMITH BARNEY INC.




                                         By   _____/s/ Rene J. Robichaud____

                                         Rene J. Robichaud
                                         Managing Director

ACCEPTED AND AGREED AS OF THE
DATE FIRST ABOVE WRITTEN:

CASMYN CORP.


By  ___/s/ Al-Karim Haji_______________
Al-Karim Haji
Director of Finance

<PAGE>
                                     -7-

ILLUSTRATIVE FEE SCHEDULE

<TABLE>
<CAPTION>

                     Total              Retainer Fees
                                        --------------       
Share                Enterprise                     
Price                Value (8)       Up Front      Monthly (1)
-------------------  ------------  --------------  ----------
<S>                  <C>           <C>             <C>
U5$0.250             *30,000,000  $      150,000  $  240,000
0.375                 32,500,000         150,000     240,000
0.500                 35,000,000         150,000     240,000
0.625                 37,500,000         150,000     240,000
0.750                 40,000,000         150,000     240,000
0.875                 42,500,000         150,000     240,000
1.000                 45,000,000         150,000     240,000
1.125                 47,500,000         150,000     240,000
1.250                 50,000,000         150,000     240,000

1.750                 60,000,000         150,000     240,000

2.250                 70,000,000         150,000     240,000

2.750                 80,000,000         150,000     240,000

3.250                 90,000,000         150,000     240,000

3.750                100,000,000         150,000     240,000
</TABLE>


<TABLE>
<CAPTION>
ILLUSTRATIVE FEE SCHEDULE CONTINUED

         Success Fees                     Retainer
         ------------
Transaction    Share Price                Fees           Fees 
Fees (2)       Bonus (3)     Total        Credited (4)   Payable
-----------------------------------------------------------------
<S>            <C>           <C>          <C>            <C>
1,000,000      $        0    $1,390,000   $       0      $1,390,000
1,187,500               0     1,577,500           0       1,577,500
1,375,000               0     1,765,000           0       1,765,000
1,562,500               0     1,952,500           0       1,952,500
1,750,000               0     2,140,000           0       2,140,000
1,937,500               0     2,327,500           0       2,327,500
2,125,000       1,000,000     3,515,000     390,000       3,125,000
2,312,500       1,000,000     3,702,500     390,000       3.312,500
2,500,000       1,100,000     3,990,000     390,000       3,600,000

3,250,000       1,300,000      4,940,000    390,000       4,550,000

4,000,000       1,500,000      5,890,000    390,000       5,500,000

4,875,000       1,700,000      6,965,000    390,000       6,575,000

5,875,000       1,900,000      8,165,000    390,000       7,775,000

6,875,000       2,100,000      9,365,000    390,000       8,975,000

</TABLE>

(1)  Illustrative monthly fees of $40,000 for 6 months.
(2)  $1,000,000 plus 7.5% of the post restructuring Total Enterprise Value
     (5) of the Company between $30,000,000 and $75,000,000 and 10.0% of the
     Total Enterprise Value (5) in excess of $75,000,000.
(3)  $1,000,000 if the Average Stock Price (6) is greater than $1.00 per
     share  plus $100,000 for every $0.25 the per share stock price exceeds
     $1.00.
(4)  Up to the full amount of the Retainer Fees will be credited against
     all other fees payable subject to the total fees payable being not less
     than $3,000,000.
(5)  Total Enterprise Value shall mean the market value of all sources of
     capital used to fund the assets of the Company including, but not limited
     to,  all forms of debt, preferred securities, warrants, stock purchase
     rights, convertible securities, minority interest, all forms of equity
     including common equity, less cash; the common equity portion of which is
     based on the Average Stock Price(6). In the event that there is no market
     in  a given security the value of such security shall be determined by
     Salomon Smith Barney and the Company in good faith.
(6)  Average  Stock  Price  shall  mean  the  average  closing  of the
     restructuring and ending 10 business days thereafter and after adding any
     distributions or dividends paid subsequent to January 31, 1998.

<PAGE>

SALOMON SMITH BARNEY


SALOMON SMITH BARNEY
SEVEN WORLD TRADE CENTER                                    February 16,1998
NEW YORK NEW YORK 10048

Gentlemen:


In  connection  with  the engagement of Salomon Brothers Inc. and Smith Barney
Inc. (collectively, "Salomon Smith Barney") to assist us in identifying and/or
evaluating  various  strategic or financial alternatives that may be available
to  Casmyn  Corp.  to  enhance  shareholder values, including modifications or
future additions to such engagement and related activities prior to this date,
we agree that we will indemnify and hold harmless you and your affiliates, any
director, officer, agent or employee of you or any of your affiliates and each
other  person,  if any, controlling you or any of your affiliates (hereinafter
collectively referred to as "you" and "your"), to the full extent lawful, from
and  against,  and  that  you  shall  have  no  liability to us or our owners,
parents,  creditors  or  security holders for, any losses, expenses, claims or
proceedings  including  actions  brought  by  us or on our behalf (hereinafter
collectively  referred  to  as "losses"), (i) related to or arising out of (A)
oral or written information provided by us, our employees or our other agents,
with  either  we  or  you  provide to any actual or potential buyers, sellers,
investors  or  offerees,  or  (B)  other  action  or failure to act by us, our
employees or our other agents or by you at our request or with our consent, or
(ii) otherwise related to or arising out of such engagement or any transaction
or  conduct  in  connection  therewith  except that this clause (ii) shall not
apply  with  respect  to  any losses that are finally judicially determined to
have resulted primarily from your bad faith or gross negligence.

In  the  event  that  the  foregoing  indemnity  is unavailable to you for any
reason, we agree to contribute to any losses related to or arising out of such
engagement  or  any  transaction  or conduct in connection therewith. For such
losses  referred to in clause (i) of the preceding paragraph, each of us shall
contribute  in  such  proportion  as  is  appropriate  to reflect the relative
benefits  received  (or  anticipated to be received) by you and by us from the
actual  or  proposed  transaction  giving  rise  to such engagement; provided,
however,  that  you  shall not be responsible for any amounts in excess of the
amount  of  the  benefits received (or anticipated to be received) by you. For
any  other  losses, or for losses referred to in clause (ii) if the allocation
provided  by the immediately preceding sentence is unavailable for any reason,
each  of  us  shall contribute in such proportion as is appropriate to reflect
not  only  such relative benefits but also the relative fault of each of us in
connection  with  the statements, omissions or other conduct which resulted In
such  losses, as well as any other relevant equitable considerations. Benefits
received  (or anticipated to be received) by us shall be deemed to be equal to
the aggregate cash consideration and value of securities or any other property
payable,  exchangeable  or  transferable  in  such  transaction  or  proposed
transaction,  and  benefits received by you shall be deemed to be equal to the
compensation  payable  by  us  to  you  in  connection  with such engagement. 
Relative fault shall

<PAGE>
                                    - 2 -


be  determined by reference to, among other things, whether any alleged untrue
statement  or  omission  or  any  other alleged conduct relates to information
provided  by  us  or other conduct by us (or our employees or other agents) on
the  one  hand or by you on the other hand. You and we agree that it would not
be  just  and equitable if contribution were determined by pro rata allocation
or  by  any  other  method  of  allocation  which does not take account of the
equitable considerations referred to above.

We  agree that we will not, without the prior written consent of Salomon Smith
Barney,  settle  any  pending  or threatened claim or proceeding related to or
arising  out  of  such  engagement  or  transactions  or conduct in connection
therewith  (whether or not you are a party to such claim or proceeding) unless
such  settlement  includes  a provision unconditionally releasing you from and
holding  you  harmless  against  all  liability  in  respect  of claims by any
releasing  party  related  to  or  arising  out  of  such  engagement  or  any
transaction  or  conduct  in  connection  therewith.  We  will  also  promptly
reimburse  you  for all expenses (including counsel fees) as they are incurred
by  you in connection with investigating, preparing or defending, or providing
evidence in, any pending or threatened claim or proceeding in respect of which
indemnification  or  contribution  may be sought hereunder (whether or not you
are a party to such claim or proceeding) or in enforcing this agreement.

The  foregoing  agreement shall be in addition to any rights that you may have
at common law or otherwise. Solely for purposes of enforcing this agreement we
hereby  consent  to  personal  jurisdiction, service and venue in any court in
which  any  claim  or proceeding which is subject to this agreement is brought
against  you.  ANY  RIGHT  TO  TRIAL  BY  JURY  WITH  RESPECT  TO ANY CLAIM OR
PROCEEDING  RELATED  TO  OR ARISING OUT OF SUCH ENGAGEMENT, ANY TRANSACTION OR
CONDUCT  IN  CONNECTION  THEREWITH OR THIS AGREEMENT IS WAIVED. This agreement
shall  remain in full force and effect following the completion or termination
of such engagement.


              Agreed:                Very truly yours,
                                     CASMYN CORP.

SALOMON BROTHERS INC.
SMITH BARNEY INC.

BY:  SMITH BARNEY INC.

By: _____/s/ Rene J. Robichaud_____  By:   ____/s/ Al-Karim Haji
-----------------------------------  ---------------------------           

Rene J. Robichaud                    Al-Karim Haji
Managing Director                    Director of Finance