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...

                       Xxxxx Xxxxxx Futures Management LLC
                         000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
                          Xxx Xxxx, Xxx Xxxx 00000-0000

May 31, 2000



AAA Capital Management Inc.
0000 Xxxxxxxxxx - Xxxxx 0000
Xxxxxxx, Xxxxx 00000

Attention:  Xx. Xxxxxxx Xxxxxxxxxx

         Re:      Management Agreement Renewals

Dear Xx. Xxxxxxxxxx:

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.

                       Xxxxx Xxxxxx AAA Energy Fund X.X.

                       Xxxxxxx Xxxxx Xxxxxx 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 Xx. Xxxxxx  Xxxxxxxx at the address
above or fax to  000-000-0000.  If you have any  questions  I can be  reached at
000-000-0000.

Very truly yours,

XXXXX XXXXXX FUTURES MANAGEMENT LLC


By:
         Xxxxxx X. Xxxxxxxx
         Chief Financial Officer,
         Director & Treasurer

By:

AGREED AND ACCEPTED

AAA CAPITAL MANAGMENT INC.

DAD/sr