Smith Barney Futures Management LLC
                         388 Greenwich Street, 7th Floor
                          New York, New York 10013-2396

May 31, 2000



AAA Capital Management Inc.
5051 Westheiemr - Suite 2100
Houston, Texas 77056

Attention:  Mr. Anthony Annunziato

         Re:      Management Agreement Renewals

Dear Mr. Annunziato:

We are  writing  with  respect  to your  management  agreements  concerning  the
commodity pools to which reference is made below (the "Management  Agreements").
We are extending the term of the Management Agreements through June 30, 2001 and
all other provisions of the Management Agreements will remain unchanged.

                       Smith Barney AAA Energy Fund L.P.

                       Salomon Smith Barney Orion Futures Fund L.P

Please  acknowledge  receipt of this  modification  by signing  one copy of this
letter and returning it to the  attention of Mr. Daniel  Dantuono at the address
above or fax to  212-723-8985.  If you have any  questions  I can be  reached at
212-723-5416.

Very truly yours,

SMITH BARNEY FUTURES MANAGEMENT LLC


By:
         Daniel A. Dantuono
         Chief Financial Officer,
         Director & Treasurer

By:

AGREED AND ACCEPTED

AAA CAPITAL MANAGMENT INC.

DAD/sr