<PAGE>   1
                                                                 EXHIBIT 10.17



THE SECURITIES REPRESENTED BY THIS WARRANT AND THE COMMON STOCK ISSUABLE
THEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW AND,
ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE RESOLD,
PLEDGED, OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER, OR IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER, THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS.

                                    WARRANT

                          to Purchase Common Stock of

                                ACR GROUP, INC.

                          Expiring on January 24, 2002

         This Common Stock Purchase Warrant (the "Warrant") certifies that for
value received, St. James  Capital Partners, L.P., a Delaware limited
partnership (the "Holder") or its assigns, is entitled to subscribe for and
purchase from the Company (as hereinafter defined), in whole or in part,
280,000 shares of duly authorized, validly issued, fully paid and nonassessable
shares of Common Stock (as hereinafter defined) at an initial Exercise Price
(as hereinafter defined) per share of $1.625, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth. The number
of Warrants (as hereinafter defined), the number of shares of Common Stock
purchasable hereunder, and the Exercise Price therefor are subject to
adjustment as hereinafter set forth. This Warrant and all rights hereunder
shall expire at 5:00 p.m., Houston, Texas time, on January 24, 2002.       

         As used herein, the following terms shall have the meanings set
forth below:

         "Company" shall mean ACR Group, Inc., a Texas corporation, and shall
also include any successor thereto with respect to the obligations hereunder,
by merger, consolidation or otherwise.

         "Common Stock" shall mean and include the Company's Common Stock, par
value $0.01 per share, authorized on the date of the original issue of this
Warrant and shall, also include (i) in case of any reorganization,
reclassification, consolidation, merger, share exchange or sale, transfer or
other disposition of assets of the character referred to in Section 3.5 hereof,
the stock, securities provided for in such Section 3.5, and (ii) any other
shares of common stock of the Company into which such shares of Common Stock
may be converted.

         "Exercise Price" shall mean the initial purchase price of $1.625 per
share of Common Stock payable upon exercise of the Warrants, as adjusted from
time to time pursuant to the provisions hereof.

         "Market Price" for any day, when used with reference to Common Stock,
shall mean the price of said Common Stock determined as follows: (x) the last
reported sale price for the Common Stock on such day on the principal
securities exchange on which the Common Stock is listed or admitted to trading
or if no such sale takes place on such date, the average of the closing bid and
asked prices thereof as officially reported, or, if not so listed or admitted
to trading on any securities exchange, the last sale price





<PAGE>   2
for the Common Stock on the National Association of Securities Dealers SmallCap
Market on such date, or, if there shall have been no trading on such date or if
the Common Stock shall not be listed on such system, the average of the closing
bid and asked prices in the over-the-counter market as furnished by any NASD
member firm selected from time to time by the Company for such purpose, in each
such case, unless otherwise provided herein, averaged over a period of ten (10)
consecutive Trading Days prior to the date as of which the determination is to
be made; or (y) if the Common Stock shall not be listed or admitted to trading
as provided in clause (x) above, the fair market value of the Common Stock as
determined in good faith by the Board of Directors of the Company.

         "Note" shall mean the 10% Convertible Promissory Note of the Company
issued to St. James Capital Partners, L.P. as of the date hereof in the
original principal amount of $1,400,000.

         "Outstanding," when used with reference to Common Stock, shall mean
(except as otherwise expressly provided herein) at any date as of which the
number of shares thereof is to be determined, all issued shares of Common
Stock, except shares then owned or held by or for the account of the Company.

         "Trading Days" shall mean any days during the course of which the
principal securities exchange on which the Common Stock is listed or admitted
to trading is open for the exchange of securities.

         "Warrant" shall mean the right upon exercise to purchase one Warrant
Share.

         "Warrant Shares" shall mean the shares of Common Stock purchased or
purchasable by the holder hereof upon the exercise of the Warrants.

                                   ARTICLE I

                              EXERCISE OF WARRANTS

         1.1     Method of Exercise. The Warrants represented hereby may be
exercised by the holder hereof, in whole or in part, at any time and from time
to time on or after the date hereof until 5:00 p.m., Houston, Texas time, on
January 24, 2002. To exercise the Warrants, the holder hereof shall deliver to
the Company, at the Warrant Office designated in Section 2.1 hereof, (i) a
written notice in the form of the Subscription Notice attached as an exhibit
hereto, stating therein the election of such holder to exercise the Warrants in
the manner provided in the Subscription Notice; (ii) payment in full of the
Exercise Price (A) in cash or by bank check for all Warrant Shares purchased
hereunder, or (B) through a "cashless" or "net-issue" exercise of each such
Warrant ("Cashless Exercise"); the holder shall exchange each Warrant subject
to a Cashless Exercise for that number of Warrant Shares determined by
multiplying the number of Warrant Shares issuable hereunder by a fraction, the
numerator of which shall be the difference between (x) the Market Price and (y)
the Exercise Price for each such Warrant, and the denominator of which shall be
the Market Price; the Subscription Notice shall set forth the calculation upon
which the Cashless Exercise is based, or (C) a combination of (A) and (B)
above; and (iii) this Warrant. The Warrants shall be deemed to be exercised on
the date of receipt by the Company of the Subscription Notice, accompanied by
payment for the Warrant Shares and surrender of this Warrant, as aforesaid, and
such date is referred to herein as the "Exercise Date". Upon such exercise, the
Company shall, as promptly as practicable and in any event within ten (10)
business days, issue and deliver to such holder a certificate or certificates
for the full number of the Warrant Shares purchased by such holder hereunder,
and shall, unless the Warrants have expired, deliver to the holder hereof a new
Warrant representing the number of Warrants, if any, that shall not have been
exercised, in all other respects





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<PAGE>   3
identical to this Warrant. As permitted by applicable law, the Person in whose
name the certificates for Common Stock are to be issued shall be deemed to have
become a holder of record of such Common Stock on the Exercise Date and shall
be entitled to all of the benefits of such holder on the Exercise Date,
including without limitation the right to receive dividends and other
distributions for which the record date falls on or after the Exercise Date and
to exercise voting rights.

         1.2     Expenses and Taxes. The Company shall pay all expenses, and
taxes (including, without limitation, all documentary, stamp, transfer or other
transactional taxes) other than income taxes attributable to the preparation,
issuance or delivery of the Warrants and of the shares of Common Stock issuable
upon exercise of the Warrants.

         1.3     Reservation of Shares. The Company shall reserve at all times
so long as the Warrants remain outstanding, free from preemptive rights, out of
its treasury Common Stock or its authorized but unissued shares of Common
Stock, or both, solely for the purpose of effecting the exercise of the
Warrants, a sufficient number of shares of Common Stock to provide for the
exercise of the Warrants.

         1.4     Valid Issuance. All shares of Common Stock that may be issued
upon exercise of the Warrants will, upon issuance by the Company, be duly and
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issuance thereof and, without limiting the
generality of the foregoing, the Company shall take no action or fail to take
any action which will cause a contrary result (including, without limitation,
any action that would cause the Exercise Price to be less than the par value,
if any, of the Common Stock).

         1.5     Purchase Agreement. The Warrants represented hereby are part
of a duly authorized issuance and sale of warrants to purchase Common Stock
issued and sold pursuant to that certain Agreement of Purchase and Sale
dated as of January 15, 1997 (the "Agreement"), between the Company and the
holder hereof. The holder hereof shall be entitled to registration under the
Securities Act and any applicable state securities or blue sky laws to the
extent set forth in the Registration Rights Agreement, as amended. The terms of
the Agreement are hereby incorporated herein for all purposes and shall be
considered a part of this Warrant as if they had been fully set forth herein.
Notwithstanding the previous sentence, in the event of any conflict between the
provisions of the Agreement and of this Warrant, the provisions of this Warrant
shall control.

         1.6     Acknowledgment of Rights. At the time of the exercise of the
Warrants in accordance with the terms hereof and upon the written request of
the holder hereof, the Company will acknowledge in writing its continuing
obligation to afford to such holder any rights (including, without limitation,
any right to registration of the Warrant Shares) to which such holder shall
continue to be entitled after such exercise in accordance with the provisions
of this Warrant; provided, however, that if the holder hereof shall fail to
make any such request, such failure shall not affect the continuing obligation
of the Company to afford to such holder any such rights.

         1.7     No Fractional Shares. The Company shall not be required to
issue fractional shares of Common Stock on the exercise of this Warrant. If
more than one Warrant shall be presented for exercise at the same time by the
same holder, the number of full shares of Common Stock which shall be issuable
upon such exercise shall be computed on the basis of the aggregate number of
whole shares of Common Stock purchasable on exercise of the Warrants so
presented. If any fraction of a share of Common Stock would, except for the
provisions of this Section 1.7, be issuable on the exercise of this Warrant,
the Company shall pay an amount in cash calculated by it to be equal to the
Market Price of one share of





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<PAGE>   4



Common Stock at the time of such exercise multiplied by such fraction computed
to the nearest whole cent.

                                   ARTICLE II

                                    TRANSFER

         2.1     Warrant Office. The Company shall maintain an office for
certain purposes specified herein (the "Warrant Office"), which office shall
initially be the Company's offices at 3200 Wilcrest Drive, Suite 440, Houston
Texas 77042, and may subsequently be such other office of the Company or of any
transfer agent of the Common Stock in the continental United States as to which
written notice has previously been given to the holder hereof. The Company
shall maintain, at the Warrant Office, a register for the Warrants in which the
Company shall record the name and address of the Person in whose name this
Warrant has been issued, as well as the name and address of each permitted
assignee of the rights of the registered owner hereof.

         2.2     Ownership of Warrants. The Company may deem and treat the
Person in whose name the Warrants are registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any
notice to the contrary until presentation of this Warrant for registration of
transfer as provided in this Article II. Notwithstanding the foregoing, the
Warrants represented hereby, if properly assigned in compliance with this
Article II, may be exercised by an assignee for the purchase of Warrant Shares
without having a new Warrant issued.

         2.3     Restrictions on Transfer of Warrants. The Company agrees to
maintain at the Warrant Office books for the registration and transfer of the
Warrants. Subject to the restrictions on transfer of the Warrants in this
Section 2.3, the Company, from time to time, shall register the transfer of the
Warrants in such books upon surrender of this Warrant at the Warrant Office
properly endorsed or accompanied by appropriate instruments of transfer and
written instructions for transfer satisfactory to the Company. Upon any such
transfer and upon payment by the holder or its transferee of any applicable
transfer taxes, new Warrants shall be issued to the transferee and the
transferor (as their respective interests may appear) and the surrendered
Warrants shall be cancelled by the Company. The Company shall pay all taxes
(other than securities transfer taxes or income taxes) and all other expenses
and charges payable in connection with the transfer of the Warrants pursuant to
this Section 2.3.

                 2.3.1     Restrictions in General. The holder of the Warrants
agrees that it will neither (i) transfer the Warrants prior to delivery to the
Company of written notice of such transfer, nor (ii) transfer such Warrant
Shares prior to delivery to the Company of written notice of such transfer, or
until registration of such Warrant Shares under the Securities Act and any
applicable state securities or blue sky laws has become effective.

         2.4     Compliance with Securities Laws. Subject to the terms of the
Registration Rights Agreement between the Holder and the Company dated as of
the date hereof and notwithstanding any other provisions contained in this
Warrant, the holder hereof understands and agrees that the following
restrictions and limitations shall be applicable to all Warrant Shares and to
all resales or other transfers thereof pursuant to the Securities Act:





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<PAGE>   5



                 2.4.1    The holder hereof agrees that the Warrant Shares
shall not be sold or otherwise transferred unless the Warrant Shares are
registered under the Securities Act and applicable state securities or blue sky
laws or are exempt therefrom.

                 2.4.2    A legend in substantially the following form will be
placed on the certificate(s) evidencing the Warrant Shares:

                 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY OTHER APPLICABLE SECURITIES LAW AND, ACCORDINGLY, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE
TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR
IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER, THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS."

                 2.4.3    Stop transfer instructions will be imposed with 
respect to the Warrant Shares so as to restrict resale or other transfer
thereof, subject to this Section 2.4.

                                  ARTICLE III

                                 ANTI-DILUTION

         3.1     Anti-Dilution Provisions. The Exercise Price shall be subject
to adjustment from time to time as hereinafter provided. Upon each adjustment
of the Exercise Price, the holder of this Warrant shall thereafter be entitled
to purchase, at the Exercise Price resulting from such adjustment, the number
of shares of Common Stock obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of shares purchasable
pursuant hereto immediately prior to such adjustment and dividing the product
thereof by the Exercise Price resulting from such adjustment,

         3.2     Adjustment of Exercise Price Upon issuance of Common Stock.

                 3.2.1    (A) If and whenever after the date hereof the Company
shall issue or sell any Common Stock for no consideration or for a
consideration per share less than the Exercise Price, then, forthwith upon such
issue or sale, the Exercise Price shall be reduced (but not increased, except
as otherwise specifically provided in Section 3.2.2(C) hereof), to the price
(calculated to the nearest one-ten thousandth of a cent) determined by dividing
(x) an amount equal to the sum of (i) the aggregate number of shares of Common
Stock outstanding immediately prior to such issue or sale multiplied by then
existing Exercise Price plus (ii) the consideration received by the Company
upon such issue or sale by (y) the aggregate number of shares of Common Stock
outstanding immediately after such issue or sale.

                          (B)     Notwithstanding the provisions of this
Section 3.2, no adjustment shall be made in the Exercise Price in the event
that the Company issues, in one or more transactions, (i) Common Stock or
convertible securities upon exercise of any options issued to officers,
directors or employees of the Company pursuant to a stock option plan or an
employment, severance or consulting agreement as now or hereafter in effect, in
each case approved by the Board of Directors (provided that





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<PAGE>   6



the aggregate number of shares of Common Stock which may be issuable, including
options issued prior to the date hereof, under all such employee plans and
agreements shall at no time exceed the number of such shares of Common Stock
that are issuable under currently effective employee plans and agreements);
(ii) Common Stock upon exercise of the Warrants or any other warrant issued
pursuant to the terms of the Agreement or otherwise issued to the Holder; (iii)
Common Stock upon exercise of any stock purchase warrant or option (other than
the options referred to in clause (i) above) or other convertible security
outstanding on the date hereof; (iv) Common Stock upon conversion of the Note;
or (v) Common Stock issued as consideration in acquisitions. In addition, for
purposes of calculating any adjustment of the Exercise Price as provided in
this Section 3.2, all of the shares of Common Stock issuable pursuant to any of
the foregoing shall be assumed to be outstanding prior to the event causing
such adjustment to be made.

                 3.2.2    For purposes of this Section 3.2, the following
Sections 3.2.2(A) to 3.2.2(E) inclusive, shall be applicable:

                 (A)      Issuance of Rights or Options. In case at any time
         after the date hereof the Company shall in any manner grant (whether
         directly or by assumption in a merger or otherwise) any rights to
         subscribe for or to purchase, or any options for the purchase of,
         Common Stock or any stock or securities convertible into or
         exchangeable for Common Stock (such convertible or exchangeable stock
         or securities being herein called "Convertible Securities"), whether or
         not such rights or options or the right to convert or exchange any such
         Convertible Securities are immediately exercisable, and the price per
         share for which shares of Common Stock are issuable upon the exercise
         of such rights or options or upon conversion or exchange of such 
         Convertible Securities (determined by dividing (i) the total amount, if
         any, received or receivable by the Company as consideration for the
         granting of such rights or options, plus the minimum aggregate amount
         of additional consideration, if any, payable to the Company upon the
         exercise of such rights or options, or plus, in the case of such rights
         or options that relate to Convertible Securities, the minimum aggregate
         amount of additional consideration, if any, payable upon the issue or
         sale of such Convertible Securities and upon the conversion or exchange
         thereof, by (ii) the total maximum number of shares of Common Stock
         issuable upon the exercise of such rights or options or upon the
         conversion or exchange of all such Convertible Securities issuable upon
         the exercise of such rights or options) shall be less than the Exercise
         Price in effect as of the date of granting such rights or options, then
         the total maximum number of shares of Common Stock issuable upon the
         exercise of such rights or options or upon conversion or exchange of
         all such Convertible Securities issuable upon the exercise of such
         rights or options shall be deemed to be outstanding as of the date of
         the granting of such rights or options and to have been issued for such
         price per share, with the effect on the Exercise Price specified in
         Section 3.2.1 hereof. Except as provided in Section 3.2.2 hereof, no
         further adjustment of the Exercise Price shall be made upon the actual
         issuance of such Common Stock or of such Convertible Securities upon
         exercise of such rights or options or upon the actual issuance of such
         Common Stock upon conversion or exchange of such Convertible
         Securities.

                 (B)      Change in Option Price or Conversion Rate. Upon the
         happening of any of the following events, namely, if the purchase
         price provided for in any right or option referred to in Section
         3.2.2, the additional consideration, if any, payable upon the
         conversion or exchange of any Convertible Securities referred to in
         Section 3.2.2, or the rate at which any Convertible Securities
         referred to in Section 3.2.2, are convertible into or exchangeable for
         Common Stock shall change (other than under or by reason of provisions
         designed to protect against dilution),





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<PAGE>   7
         the Exercise Price then in effect hereunder shall forthwith be
         readjusted (increased or decreased, as the case may be) to the
         Exercise Price that would have been in effect at such time had such
         rights, options or Convertible Securities still outstanding provided
         for such changed purchase price, additional consideration or
         conversion rate, as the case may be, at the time initially granted,
         issued or sold. On the expiration of any such option or right referred
         to in Section 3.2.2, or on the termination of any such right to
         convert or exchange any such Convertible Securities referred to in
         Section 3.2.2, the Exercise Price then in effect hereunder shall
         forthwith be readjusted (increased or decreased, as the case may be)
         to the Exercise Price that would have been in effect at the time of
         such expiration or termination had such right, option or Convertible
         Securities, to the extent outstanding immediately prior to such
         expiration or termination, never been granted, issued or sold, and the
         Common Stock issuable thereunder shall no longer be deemed to be
         outstanding. If the purchase price provided for in Section 3.2.2 or
         the rate at which any Convertible Securities referred to in Section
         3.2.2 reduced at any time under or by reason of provisions with
         respect thereto designed to protect against dilution, then in case of
         the delivery of Common Stock upon the exercise of any such right or
         option or upon conversion or exchange of any such Convertible
         Securities, the Exercise Price then in effect hereunder shall, if not
         already adjusted, forthwith be adjusted to such amount as would have
         obtained had such right, option or Convertible Securities never been
         issued as to such Common Stock and had adjustments been made upon the
         issuance of the Common Stock delivered as aforesaid, but only if as a
         result of such adjustment the Exercise Price then in effect hereunder
         is thereby reduced.

                 (C)      Consideration for Stock. In case at any time Common
         Stock or Convertible Securities or any rights or options to purchase
         any such Common Stock or Convertible Securities shall be issued or
         sold for cash, the consideration therefor shall be deemed to be the
         amount received by the Company therefor. In case at any time any
         Common Stock, Convertible Securities or any rights or options to
         purchase any such Common Stock or Convertible Securities shall be
         issued or sold for consideration other than cash, the amount of the
         consideration other than cash received by the Company shall be deemed
         to be the fair value of such consideration, as determined reasonably
         and in good faith by the Board of Directors of the Company. In case at
         any time any Common Stock, Convertible Securities or any rights or
         options to purchase any Common Stock or Convertible Securities shall
         be issued in connection with any merger or consolidation in which the
         Company is the surviving corporation, the amount of consideration
         received therefor shall be deemed to be the fair value, as determined
         reasonably and in good faith by the Board of Directors of the Company,
         of such portion of the assets and business of the nonsurviving
         corporation as such Board of Directors may determine to be
         attributable to such Common Stock, Convertible Securities, rights or
         options as the case may be. In case at any time any rights or options
         to purchase any shares of Common Stock or Convertible Securities shall
         be issued in connection with the issuance and sale of other securities
         of the Company, together consisting of one integral transaction in
         which no consideration is allocated to such rights or options by the
         parties, such rights or options shall be deemed to have been issued
         with consideration.

                 (D)      Record Date. In the case the Company shall take a
         record of the holders of its Common Stock for the purpose of entitling
         them (i) to receive a dividend or other distribution payable in Common
         Stock or Convertible Securities, or (ii) to subscribe for or purchase
         Common Stock or Convertible Securities, then such record date shall be
         deemed to be the date of the issuance or sale of the Common Stock or
         Convertible Securities deemed to have been issued or





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         sold as a result of the declaration of such dividend or the making of
         such other distribution or the date of the granting of such right of
         subscription or purchase, as the case may be.

                 (E)     Treasury Shares. The number of shares of Common Stock
         outstanding at any given time shall not include shares owned directly
         by the Company in treasury, and the disposition of any such shares
         shall be considered an issuance or sale of Common Stock for the
         purpose of this Section 3.2.
                         
         3.3     Stock Dividends. In case the Company shall declare a dividend
or make any other distribution upon any shares of the Company, payable in
Common Stock or Convertible Securities, any Common Stock or Convertible
Securities, as the case may be, issuable in payment of such dividend or
distribution shall be deemed to have been issued or sold without consideration.

         3.4     Stock Splits and Reverse Splits. In the event that the Company
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the Exercise Price in effect immediately prior to
such subdivision shall be proportionately reduced and the number of Warrant
Shares purchasable pursuant to this Warrant immediately prior to such
subdivision shall be proportionately increased, and conversely, in the event
that the outstanding shares of Common stock shall at any time be combined into
a smaller number of shares, the Exercise Price in effect immediately prior to
such combination shall be proportionately increased and the number of Warrant
Shares purchasable upon the exercise of this Warrant immediately prior to such
combination shall be proportionately reduced.  Except as provided in this
Section 3.4, no adjustment in the Exercise Price and no change in the number of
Warrant Shares purchasable shall be made under this Article III as a result of
or by reason of any such subdivision or combination.

         3.5     Reorganizations and Asset Sales. If any capital reorganization
or reclassification of the capital stock of the Company, or any consolidation,
merger or share exchange of the Company with another Person, or the sale,
transfer or other disposition of all or substantially all of its assets to
another Person shall be effected in such a way that a holder of Common Stock of
the Company shall be entitled to receive capital stock, securities or assets
with respect to or in exchange for their shares, then the following provisions
shall apply:

                 3.5.1   As a condition of such reorganization,
reclassification, consolidation, merger, share exchange, sale, transfer or
other disposition (except as otherwise provided below in this Section 3.5),
lawful and adequate provisions shall be made whereby the holder of Warrants
shall thereafter have the right to purchase and receive upon the terms and
conditions specified in this Warrant and in lieu of the Warrant Shares
immediately theretofore receivable upon the exercise of the rights represented
hereby, such shares of capital stock, securities or assets as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
such Common Stock equal to the number of Warrant Shares immediately theretofore
so receivable had such reorganization, reclassification, consolidation, merger,
share exchange or sale not taken place, and in any such case appropriate
provision reasonably satisfactory to such holder shall be made with respect to
the rights and interests of such holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise
Price and of the number of Warrant Shares receivable upon the exercise) shall
thereafter be applicable, as nearly as possible, in relation to any shares of
capital stock, securities or assets thereafter deliverable upon the exercise of
Warrants.





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                 3.5.2   In the event of a merger, share exchange or
consolidation of the Company with or into another Person as a result of which a
number of shares of common stock or its equivalent of the successor Person
greater or lesser than the number of shares of Common Stock outstanding
immediately prior to such merger, share exchange or consolidation are issuable
to holders of Common Stock, then the Exercise Price in effect immediately prior
to such merger, share exchange or consolidation shall be adjusted in the same
manner as though there were a subdivision or combination of the outstanding
shares of Common Stock.                      

                 3.5.3   The Company shall not effect any such consolidation,
merger, share exchange, sale, transfer or other disposition unless prior to or
simultaneously with the consummation thereof the successor Person (if other
than the Company) resulting from such consolidation, share exchange or merger
or the Person purchasing or otherwise acquiring such assets shall have assumed
by written instrument executed and mailed or delivered to the holder hereof at
the last address of such holder appearing on the books of the Company the
obligation to deliver to such holder such shares of capital stock, securities
or assets as, in accordance with the foregoing provisions, such holder may be
entitled to receive, and all other liabilities and obligations of the Company
hereunder. Upon written request by the holder hereof, such successor Person
will issue a new Warrant revised to reflect the modifications in this Warrant
effected pursuant to this Section 3.5.
                             
                 3.5.4   If a purchase, tender or exchange offer is made to and
accepted by the holders of 50% or more of the outstanding shares of Common
Stock, the Company shall not effect any consolidation, merger, share exchange
or sale, transfer or other disposition of all or substantially all of the
Company's assets with the Person having made such offer or with any affiliate
of such Person, unless prior to the consummation of such consolidation,
merger, share exchange, sale, transfer or other disposition the holder hereof
shall have been given a reasonable opportunity to then elect to receive upon
the exercise of the Warrants either the capital stock, securities or assets
then issuable with respect to the Common Stock or the capital stock, securities
or assets, or the equivalent, issued to previous holders of the Common Stock in
accordance with such offer.

         3.6     Adjustment for Asset-Distribution. If the Company declares a
dividend or other distribution payable to all holders of shares of Common Stock
in evidences of indebtedness of the Company or other assets of the Company
(including, cash (other than regular cash dividends declared by the Board of
Directors), capital stock (other than Common Stock, Convertible Securities or
options or rights thereto) or other property), the Exercise Price in effect
immediately prior to such declaration of such dividend or other distribution
shall be reduced by an amount equal to the amount of such dividend or
distribution payable per share of Common Stock, in the case of a cash dividend
or distribution, or by the fair value of such dividend or distribution per
share of Common Stock (as reasonably determined in good faith by the Board of
Directors of the Company), in the case of any other dividend or distribution.
Such reduction shall be made whenever any such dividend or distribution is made
and shall be effective as of the date as of which a record is taken for purpose
of such dividend or distribution or, if a record is not taken, the date as of
which holders of record of Common Stock entitled to such dividend or
distribution are determined.

         3.7     De Minimis Adjustments. No adjustment in the number of shares
of Common Stock purchasable hereunder shall be required unless such adjustment
would require an increase or decrease of at least one share of Common Stock
purchasable upon an exercise of each Warrant and no adjustment in the Exercise
Price shall be required unless such adjustment would require an increase or
decrease of at least $0.01 in the Exercise Price; provided, however, that any
adjustments which by reason of this





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<PAGE>   10
Section 3.7 are not required to be made shall be carried forward and taken into
account in any subsequent adjustment.  All calculations shall be made to the
nearest full share or nearest one hundredth of a dollar, as applicable.

         3.8     Notice of Adjustment. Whenever the Exercise Price or the
number of Warrant Shares issuable upon the exercise of the Warrants shall be
adjusted as herein provided, or the rights of the holder hereof shall change by
reason of other events specified herein, the Company shall compute the adjusted
Exercise Price and the adjusted number of Warrant Shares in accordance with the
provisions hereof and shall prepare an Officer's Certificate setting forth the
adjusted Exercise Price and the adjusted number of Warrant Shares issuable upon
the exercise of the Warrants or specifying the other shares of stock,
securities or assets receivable as a result of such change in rights, and
showing in reasonable detail the facts and calculations upon which such
adjustments or other changes are based. The Company shall cause to be mailed to
the holder hereof copies of such Officer's Certificate together with a notice
stating that the Exercise Price and the number of Warrant Shares purchasable
upon exercise of the Warrants have been adjusted and setting forth the adjusted
Exercise Price and the adjusted number of Warrant Shares purchasable upon the
exercise of the Warrants.

         3.9     Notifications to Holders. In case at any time the Company
proposes:

                 (i)      to declare any dividend upon its Common Stock payable
         in capital stock or make any special dividend or other distribution
         (other than cash dividends) to the holders of its Common Stock;

                 (ii)     to offer for subscription pro rata to all of the
         holders of its Common Stock any additional shares of capital stock of
         any class or other rights;

                 (iii)    to effect any capital reorganization, or
         reclassification of the capital stock of the Company, or
         consolidation, merger or share exchange of the Company with another
         Person, or sale, transfer or other disposition of all or substantially
         all of its assets; or

                 (iv)     to effect a voluntary or involuntary dissolution,
         liquidation or winding up of the Company,

then, in any one or more of such cases, the Company shall give the holder
hereof (a) at least 10 days' (but not more than 90 days') prior written notice
of the date of which the books of the Company shall close or a record shall be
taken for such dividend, distribution or subscription rights or for determining
rights to vote in respect of such issuance, reorganization, reclassification,
consolidation, merger, share exchange, sale, transfer, disposition,
dissolution, liquidation or winding up, and (b) in the case of any such
issuance, reorganization, reclassification, consolidation, merger, share
exchange, sale, transfer, disposition, dissolution, liquidation or winding up,
at least 10 days' (but not more than 90 days') prior written notice of the date
when the same shall take place. Such notice in accordance with the foregoing
clause (a) shall also specify, in the case of any such dividend, distribution
or subscription rights, the date on which the holders of Common Stock shall be
entitled thereto, and such notice in accordance with the foregoing clause (b)
shall also specify the date on which the holders of Common Stock shall be
entitled to exchange their Common Stock, as the case may be, for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, share exchange, sale, transfer, disposition,
dissolution, liquidation or winding up, as the case may be.





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         3.10    Company to Prevent Dilution. If any event or condition occurs
as to which other provisions of this Article III are not strictly applicable or
if strictly applicable would not fairly protect the exercise or purchase rights
of the Warrants evidenced hereby in accordance with the essential intent and
principles of such provisions, or that might materially and adversely affect
the exercise or purchase rights of the holder hereof under any provisions of
this Warrant, then the Company shall make such adjustments in the application
of such provisions, in accordance with such essential intent and principles, so
as to protect such exercise and purchase rights as aforesaid, and any 
adjustments necessary with respect to the Exercise Price and the number of
Warrant Shares purchasable hereunder so as to preserve the rights of the holder
hereunder. In no event shall any such adjustment have the effect of increasing
the Exercise Price as otherwise determined pursuant to this Article III except
in the event of a combination of shares of the type contemplated in Section 3.4
hereof, and then in no event to an amount greater than the Exercise Price as
adjusted pursuant to Section 3.4 hereof.

                                   ARTICLE IV

                                 MISCELLANEOUS

         4.1     Entire Agreement. This Warrant, together with the Agreement,
contain the entire agreement between the holder hereof and the Company with
respect to the Warrant Shares purchasable upon exercise hereof and the related
transactions and supersedes all prior arrangements or understandings with
respect thereto.

         4.2     Governing Law. This warrant shall be governed by and 
construed in accordance with the laws of the State of Delaware.

         4.3     Waiver and Amendment. Any term or provision of this Warrant
may be waived at any time by the party which is entitled to the benefits
thereof and any term or provision of this Warrant may be amended or
supplemented at any time by agreement of the holder hereof and the Company,
except that any waiver of any term or condition, or any amendment or
supplementation, of this Warrant shall be in writing. A waiver of any breach or
failure to enforce any of the terms or conditions of this Warrant shall not in
any way effect, limit or waive a party's rights hereunder at any time to
enforce strict compliance thereafter with every term or condition of this
Warrant.

         4.4     Illegality. In the event that any one or more of the
provisions contained in this Warrant shall be determined to be invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in any other respect and the remaining
provisions of this Warrant shall not, at the election of the party for whom the
benefit of the provision exists, be in any way impaired.

         4.5     Copy of Warrant. A copy of this Warrant shall be filed among
the records of the Company.

         4.6     Notice. Any notice or other document required or permitted to
be given or delivered to the holder hereof shall be in writing and delivered
at, or sent by certified or registered mail to such holder at, the last address
shown on the books of the Company maintained at the Warrant Office for the
registration of this Warrant or at any more recent address of which the holder
hereof shall have notified the Company in writing. Any notice or other document
required or permitted to be given or delivered to the Company, other than such
notice or documents required to be delivered to the Warrant Office,





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<PAGE>   12



shall be delivered at, or sent by certified or registered mail to, the offices
of the Company at 3200 Wilcrest Drive, Suite 440 Houston, Texas 77042 or such
other address within the continental United States of America as shall have
been furnished by the Company to the holder of this Warrant.

         4.7     Limitation of Liability; Not Stockholders. No provision of
this Warrant shall be construed as conferring upon the holder hereof the right
to vote, consent, receive dividends or receive notices (other than as herein
expressly provided) in respect of meetings of stockholders for the election of
directors of the Company or any other matter whatsoever as a stockholder of the
Company. No provision hereof, in the absence of affirmative action by the
holder hereof to purchase shares of Common Stock, and no mere enumeration
herein of the rights or privileges of the holder hereof, shall give rise to any
liability of such holder for the purchase price of any shares of Common Stock
or as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.

         4.8     Exchange. Loss, Destruction, etc. of Warrant. Upon receipt of
evidence satisfactory to the Company of the loss, theft, mutilation or
destruction of this Warrant, and in the case of any such loss, theft or
destruction upon delivery of a bond of indemnity or such other security in such
form and amount as shall be reasonably satisfactory to the Company, or in the
event of such mutilation upon surrender and cancellation of this Warrant, the
Company will make and deliver a new Warrant of like tenor, in lieu of such
lost, stolen, destroyed or mutilated Warrant. Any Warrant issued under the
provisions of this Section 4.8 in lieu of any Warrant alleged to be lost,
destroyed or stolen, or in lieu of any mutilated Warrant, shall constitute an
original contractual obligation on the part of the Company. This Warrant shall
be promptly canceled by the Company upon the surrender hereof in connection
with any exchange or replacement. The Company shall pay all taxes (other than
securities transfer taxes or income taxes) and all other expenses and charges
payable in connection with the preparation, execution and delivery of Warrants
pursuant to this Section 4.8.

         4.9     Registration Rights. The Warrant Shares shall be entitled to
such registration rights under the Securities Act and under applicable state
securities laws as are specified in the Registration Rights Agreement.

         4.10    Headings. The Article and Section and other headings herein are
for convenience only and are not a part of this Warrant and shall not affect
the interpretation thereof.





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<PAGE>   13
                 IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed in its name.

Dated:   January 24, 1997

                                          ACR GROUP, INC.

                                          By: /s/ ALEX TREVINO, JR.
                                             ----------------------------------
                                                  Alex Trevino, Jr., President





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