<PAGE>   1
                                                                    EXHIBIT 10.9



THE WARRANT REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED OR
OTHERWISE TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON DELIVERY TO THE
CORPORATION OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION
STATING THAT SUCH SALE, ASSIGNMENT OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND LAWS.



                                 ACR GROUP, INC.
               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

NO. 6                                                             750,000 SHARES

                      BY THIS WARRANT (this "Warrant"), ACR Group, Inc., a Texas
corporation (the "Company"), certifies that, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, The
Catalyst Fund, Ltd., a Texas limited partnership (along with its registered
assigns, the "Holder"), is entitled to subscribe for and purchase from the
Company, subject to the terms and conditions set forth herein, at any time on or
after the date hereof but prior to 5:00 p.m. (Houston, Texas time) on February
28, 2003, unless otherwise extended as provided herein, or, if such date is not
a business day, the next succeeding business day (the "Exercise Period"),
750,000 (subject to adjustment as set forth herein) fully paid and
non-assessable shares (the "Shares") of the Company's Common Stock, $.01 par
value per share (the "Common Stock"), at a price equal to the exercise price per
share, initially $.58594 (subject to adjustment as set forth herein) per share
(the "Exercise Price").

         1. EXERCISE OF WARRANT; COMPANY OFFICE. This Warrant may be exercised
at any time or from time to time during the Exercise Period as to the entire
number or any lesser number of whole Shares, by the surrender of this Warrant to
the Company at its office at 3200 Wilcrest, #440, Houston, Texas 77042 or such
other place as is designated in writing by the Company pursuant to this Section
1, together with (a) a duly executed election in substantially the form of
Exhibit A attached hereto and made a part hereof for all purposes and (b) a wire
transfer or a certified or bank cashier's check payable to the order of the
Company in an amount equal to the Exercise Price multiplied by the number of
Shares of Common Stock covered by such election. For so long as this Warrant is
outstanding, the Company shall continue to maintain an office in the State of
Texas where notices, presentations and demands in respect of this Warrant may be
made upon it and shall notify the Holder in writing at least 15 days before
changing the location of any such office.

         2. STOCK OWNERSHIP; STOCK CERTIFICATES; PARTIAL EXERCISE. Upon each
exercise of this Warrant, the Holder shall be deemed to be the holder of record
of the Shares of Common Stock

                                        1

<PAGE>   2



issuable upon such exercise, notwithstanding that the stock transfer books of
the Company shall then be closed or certificates representing such Shares shall
not then have been actually delivered to the Holder. As soon as possible after
each such exercise of this Warrant, the Company shall issue and deliver to the
Holder a certificate or certificates for the Shares issuable upon such exercise
issued in such denominations as may be specified by the Holder and registered in
the name of the Holder or, subject to Section 9, such other name or names as
shall be designated in the Holder's election to exercise. If this Warrant should
be exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the right of the
Holder to purchase the balance of the Shares subject to purchase hereunder on
the terms and conditions set forth herein (including all changes and adjustments
that have occurred hereunder). The Company will, at the time of each exercise of
this Warrant, upon the request of the Holder hereof, acknowledge in writing its
continuing obligation to afford to the Holder all rights to which the Holder
shall continue to be entitled after such exercise in accordance with the terms
of this Warrant; provided, however, that if the Holder of this Warrant shall
fail to make any such request, such failure shall not affect the continuing
obligation of the Company to afford such rights to the Holder.

                  3. COMPANY RECORDS; TRANSFEROR ASSIGNMENT OF WARRANT; EXCHANGE
OF WARRANT. Any warrants issued in connection herewith or in substitution
herefor, upon complete or partial transfer, assignment or exercise (the
"Warrants") shall be numbered and shall be registered in the warrant register of
the Company (the "Warrant Register") as they are issued. The Company shall treat
the registered holder of any Warrant on the Warrant Register as the owner in
fact thereof for all purposes, except that if the Warrant is properly
transferred or assigned and notice of such transfer or assignment is given to
the Company, the Company shall treat the transferee or assignee as the owner
thereof for all purposes (or, if such transfer or assignment is properly made in
blank, the Company shall treat the bearer of this Warrant as the owner thereof
for all purposes). Should the Holder enter into a written agreement to sell this
Warrant to any Person, the Company shall have a right of first refusal to
purchase this Warrant from the Holder upon the same terms and conditions set
forth in such agreement. Such right of first refusal must be exercised (by
written notice to the Holder), and the purchase of this Warrant must be
consummated, if at all, within 45 days of receiving notice of the Holder
entering into such agreement. If such 45 day period expires without the exercise
of such right and the purchase of this Warrant by the Company, the Holder shall
be free to sell this Warrant to such Person without any liability whatsoever to
the Company. Upon exercise of such right of first refusal or the expiration of
such 45 day period without the Company exercising such right of first refusal,
the Warrant shall be transferred by the Company upon delivery thereof duly
endorsed by the Holder or by his duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment or authority to
transfer. In case of transfer by executors, administrators, guardians or other
legal representatives, duly authenticated evidence of their authority shall be
produced if requested by the Company in its reasonable discretion. The Company
shall immediately register all assignments and transfers in the Warrant
Register, and, upon any registration of assignment or transfer, the Company
shall deliver a new Warrant or Warrants to the person or entity entitled thereto
on the terms and conditions set forth herein (including all changes and
adjustments that have occurred hereunder). A Warrant, if properly transferred or
assigned, may be exercised by a subsequent Holder without having a new Warrant
issued. The Warrants may be 
                                        2

<PAGE>   3


exchanged at the option of the Holder thereof for another Warrant, or other
Warrants, of different denominations and representing in the aggregate the right
to purchase the same number of Shares of Common Stock on the terms and
conditions set forth herein (including all changes and adjustments that have
occurred hereunder) upon surrender to the Company or its duly authorized agent.
All provisions of this Section 3 shall be subject to Section 13.

         4. RESERVED STOCK. The Company shall reserve and keep available at all
times solely for the purpose of providing for the exercise of this Warrant the
maximum number of Shares of Common Stock as to which this Warrant may then be
exercised. All such Shares shall be duly authorized and free of preemptive
rights and, when issued upon such exercise, shall be validly issued and fully
paid and non-assessable with no liability on the part of the holders thereof.

         5. CERTAIN ADJUSTMENTS.

                         (a) Number of Shares; Exercise Price. The number of
         Shares of Common Stock which the Holder of this Warrant shall be
         entitled to receive upon each exercise hereof shall be determined by
         multiplying the number of Shares of Common Stock which would otherwise
         (but for the provisions of this Section 5) be issuable upon such
         exercise, as designated by the Holder hereof, by a fraction of which
         (i) the numerator is $.58594 and (ii) the denominator is the Exercise
         Price in effect on the date of such exercise. The Exercise Price shall
         be adjusted and readjusted from time to time as provided in this
         Section 5 and, as so adjusted or readjusted, shall remain in effect
         until a further adjustment or readjustment thereof is required by this
         Section 5.

                         (b) Issuance of Additional Shares of Common Stock or
         Certain Convertible Securities. If the Company shall issue any Common
         Stock other than Excluded Stock (as hereinafter defined) without
         consideration or for a consideration per share less than the fair
         market value price per share of Common Stock (as determined by the
         Board of Directors of the Company) in effect immediately prior to such
         issuance, the Exercise Price in effect immediately prior to each such
         issuance shall immediately (except as otherwise expressly provided
         below) be reduced to the price determined by multiplying the Exercise
         Price in effect immediately prior to such issuance by the quotient
         determined by dividing (1) the sum of (x) the product of the total
         number of shares of Common Stock outstanding immediately prior to such
         issuance multiplied by the fair market value per share of Common Stock
         (as determined by the Board of Directors of the Company) in effect
         immediately prior to such issuance, and (y) the product of the total
         number of shares of Common Stock issued pursuant to such issuance
         multiplied by the consideration per share of Common Stock received
         under such issuance by (2) the number of shares of Common Stock
         outstanding immediately after such issuance multiplied by the fair
         market value price per share of Common Stock (as determined by the
         Board of Directors of the Company) in effect immediately prior to such
         issuance.



                                       3

<PAGE>   4


           For the purposes of any adjustment of the Exercise Price pursuant to 
this Section 5(b), the following provisions shall be applicable:

                  (A) Cash. In the case of the issuance of Common Stock for
           cash, the amount of the consideration received by the Company shall
           be deemed to be the amount of the cash proceeds received by the
           Company for such Common Stock after deducting therefrom any
           discounts, commissions, taxes or other expenses allowed, paid or
           incurred by the Company for any underwriting or otherwise in
           connection with the issuance and sale thereof.

                  (B) Consideration Other Than Cash. In the case of the issuance
           of Common Stock (otherwise than upon the conversion of shares of
           capital stock or other securities of the Company) for a consideration
           in whole or in part other than cash, including securities acquired in
           exchange therefor (other than securities of the Company that by their
           terms are exchangeable for such Common Stock), the consideration
           other than cash shall be deemed to be the fair value thereof as
           determined in good faith by the Board of Directors of the Company and
           irrespective of any accounting treatment; provided, that such fair
           value as determined by the Board of Directors shall not exceed the
           aggregate Current Market Price (as hereinafter defined) of the shares
           of Common Stock being issued as of the date on which the Board of
           Directors authorizes the issuance of such shares.

                  (C) Options and Convertible Securities. In the case of the
           issuance of (i) options, warrants or other rights to purchase or
           acquire Common Stock (whether or not at the time exercisable), (ii)
           securities by their terms convertible into or exchangeable for Common
           Stock (whether or not at the time so convertible or exchangeable), or
           (iii) options, warrants or rights to purchase such convertible or
           exchangeable securities (whether or not at the time exercisable)
           other than Excluded Stock:

                        (1) the aggregate maximum number of shares of Common
                  Stock deliverable upon exercise of such options, warrants or
                  other rights to purchase or acquire Common Stock shall be
                  deemed to have been issued at the time such options, warrants
                  or rights were issued and for a consideration equal to the
                  consideration (determined in the manner provided in subclauses
                  (A) and (B) above), if any, received by the Company upon the
                  issuance of such options, warrants or rights plus 


                                        4

<PAGE>   5

                              the minimum purchase price provided in such
                              options, warrants or rights for the Common Stock
                              covered thereby;

                                   (2) the aggregate maximum number of shares of
                              Common Stock deliverable upon conversion of or in
                              exchange for any such convertible or exchangeable
                              securities, or upon the exercise of options,
                              warrants or other rights to purchase or acquire
                              such convertible or exchangeable securities and
                              the subsequent conversion or exchange thereof,
                              shall be deemed to have been issued at the time
                              such securities were issued or such options,
                              warrants, or rights were issued and for a
                              consideration equal to the consideration, if any,
                              received by the Company for any such securities
                              and related options, warrants or rights (excluding
                              any cash received on account of accrued interest
                              or accrued dividends), plus the additional
                              consideration (determined in the manner provided
                              in subclauses (A) and (B) above), if any, to be
                              received by the Company upon the conversion or
                              exchange of such securities, or upon the exercise
                              of any related options, warrants or rights to
                              purchase or acquire such convertible or
                              exchangeable securities and the subsequent
                              conversion or exchange thereof;

                                   (3) on any change in the number of shares of
                              Common Stock deliverable upon exercise of any such
                              options, warrants or rights or conversion or
                              exchange of such convertible or exchangeable
                              securities or any change in the consideration to
                              be received by the Company upon such exercise,
                              conversion or exchange, including, but not limited
                              to, a change resulting from the anti-dilution
                              provisions thereof, the Exercise Price as then in
                              effect shall forthwith be readjusted to such
                              Exercise Price as would have been obtained had an
                              adjustment been made upon the issuance of such
                              options, warrants or rights not exercised prior to
                              such change, or of such convertible or
                              exchangeable securities not converted or exchanged
                              prior to such change, upon the basis of such
                              change;




                                        5

<PAGE>   6


                              (4) on the expiration or cancellation of any such
                         options, warrants or rights or the termination of the
                         right to convert or exchange such convertible or
                         exchangeable securities, if the Exercise Price shall
                         have been adjusted upon the issuance thereof, the
                         Exercise Price shall forthwith be readjusted to such
                         Exercise Price as would have been obtained had an
                         adjustment been made upon the issuance of such options,
                         warrants, rights or such convertible or exchangeable
                         securities on the basis of the issuance of only the
                         number of shares of Common Stock actually issued upon
                         the exercise of such options, warrants or rights, or
                         upon the conversion or exchange of such convertible or
                         exchangeable securities; and

                              (5) if the Exercise Price shall have been adjusted
                         upon the issuance of any such options, warrants, rights
                         or convertible or exchangeable securities, no further
                         adjustment of the Exercise Price shall be made for the
                         actual issuance of Common Stock upon the exercise,
                         conversion or exchange thereof.

                              (D) Excluded Stock. "Excluded Stock" shall mean
                         (1) all shares of Common Stock issued by the Company on
                         or prior to January 28,1998, (2) shares of Common Stock
                         to be issued from time to time pursuant to stock
                         options granted by the Company on or prior to January
                         28, 1998, (3) shares of Common Stock to be issued from
                         time to time pursuant to warrants issued by the Company
                         on or prior to January 28, 1998, (4) shares of Common
                         Stock which may be issued to directors, officers or
                         employees of the Company or its subsidiaries pursuant
                         to employment agreements, incentive compensation plans
                         or agreements, or similar agreements or arrangements,
                         now or hereafter in effect, approved by the Board of
                         Directors of the Company, (5) shares of Common Stock to
                         be issued from time to time pursuant to the 1996 Stock
                         Option Plan of the Company, as may be amended from time
                         to time, (6) shares of Common Stock to be issued from
                         time to time pursuant to any other stock option or
                         similar plan approved by the stockholders of the
                         Company, (7) up to 200,000 shares of Common Stock to be
                         issued from time to time 






                                        6

<PAGE>   7





                              pursuant to warrants issued by the Company to
                              equity investors, consultants, advisors,
                              independent contractors and agents of the Company
                              approved by the Board of Directors of the Company.

                       (c) Stock Dividends, Subdivisions, Reclassifications or
              Combinations. If the Company shall (i) declare a dividend or make
              a distribution on its Common Stock in shares of its Common Stock,
              (ii) subdivide or reclassify the outstanding shares of Common
              Stock into a greater number of shares, or (iii) combine or
              reclassify the outstanding Common Stock into a smaller number of
              shares, the Exercise Price in effect at the time of the record
              date for such dividend or distribution or the effective date of
              such subdivision, combination or reclassification shall be
              proportionately adjusted so that the Holder of this Warrant who
              exercises this Warrant after such date shall be entitled to
              receive the number of shares of Common Stock which he would have
              owned or been entitled to receive had this Warrant been exercised
              immediately prior to such date. Successive adjustments in the
              Exercise Price shall be made whenever any event specified above
              shall occur.

                       (d) Other Distributions. In case the Company shall fix a
              record date for the making of a distribution to all holders of
              shares of its Common Stock (i) of shares of any class other than
              its Common Stock or (ii) of evidence of indebtedness of the
              Company or any subsidiary or (iii) of assets (excluding cash
              dividends or distributions, and dividends or distributions
              referred to in Section 5(c) above) or (iv) of rights or warrants
              (excluding those referred to in Section 5(b)), in each case the
              Exercise Price in effect immediately prior thereto shall be
              multiplied by the &action determined by dividing (A) an amount
              equal to the difference resulting Tom (x) fair market value price
              per share of Common Stock on such record date, less (y) the fair
              market value (as determined by the Board of Directors, whose
              determination shall be conclusive) of said shares or evidences of
              indebtedness or assets or rights or warrants to be so distributed
              divided by the number of shares of Common Stock outstanding on
              such record date, by (B) the fair market value price per share of
              Common Stock on such record date. Such adjustment shall be made
              successively whenever such a record date is fixed. In the event
              that such distribution is not so made, the Exercise Price then in
              effect shall be readjusted, effective as of the date when the
              Board of Directors determines not to distribute such shares,
              evidence of indebtedness, assets, rights or warrants, as the case
              may be, to the Exercise Price which would then be in effect if
              such record date had not been fixed.

                       (e) Other Dilutive Events. In case any event shall occur
              as to which the provisions of this Section 5 are not strictly
              applicable but the failure to make any adjustment relating thereto
              would not fairly protect the purchase rights represented by this
              Warrant in accordance with the essential intent and principles of
              this Section 5, then, in each such case, the Company shall
              immediately make all adjustments necessary 




                                       7



<PAGE>   8


              to preserve, without dilution, the purchase rights represented by
              this Warrant on a basis consistent with the intent and principles
              established in this Section 5 and shall also immediately appoint a
              firm of independent certified public accountants of recognized
              national standing (which may be the regular auditors of the
              Company if they satisfy such standard), which shall give their
              opinion that such adjustment, if any, preserves, without dilution,
              the purchase rights represented by this Warrant on a basis
              consistent with the intent and principles established in this
              Section 5. Upon receipt of such opinion, the Company will
              immediately deliver a copy thereof to the Holder of this Warrant.
              The Company shall not, by amendment of its certificate of
              incorporation or through any consolidation, merger,
              reorganization, transfer of assets, dissolution, issue or sale of
              securities or any other voluntary action, avoid or seek to avoid
              the observance or performance of any of the terms of this Warrant,
              and will at all times in good faith assist in carrying out all of
              such terms and in the taking of all such actions as may be
              necessary or appropriate in order to protect the rights of the
              Holder of this Warrant against dilution or other impairment.
              Without limiting the generality of the foregoing, the Company (i)
              will not permit the par value of any shares of stock receivable
              upon the exercise of this Warrant to exceed the amount payable
              therefor upon such exercise, (ii) will take all such action as may
              be necessary or appropriate in order that the Company may validly
              and legally issue fully paid and nonassessable shares of stock on
              the exercise of the Warrants from time to time outstanding, and
              (iii) will not take any action that results in any adjustment of
              the Exercise Price if the total number of Shares of Common Stock
              issuable after such action upon the exercise of all of the
              Warrants would exceed the total number of Shares of Common Stock
              then authorized by the Company's certificate of incorporation and
              available for the purpose of issuance upon such exercise.

                      (f) Size of Adjustment; Rounding. No adjustment in the
              Exercise Price shall be required unless such adjustment would
              require an increase or decrease of at least one cent ($.01) in
              such price; provided, however, that any adjustment that is thereby
              not required to be made shall be carried forward and taken into
              account in any subsequent adjustment. All calculations under this
              Section 5 shall be made to the nearest cent or to the nearest
              one-hundredth of a Share, as the case may be.

                      (g) Notice. Whenever there shall be an adjustment as
              provided in this Section 5, the Company shall within three (3)
              days cause written notice thereof to be given to the Holder, which
              notice shall be accompanied by an officer's certificate setting
              forth the Exercise Price after such adjustment and setting forth a
              brief statement of the facts requiring such adjustment and the
              computation thereof. However, the failure by the Company to
              satisfy its obligations under this Section 5(g) shall not in any
              manner affect or alter the rights of the Holder under this
              Warrant.

                      (h) Fractional Shares. The Company shall not be required
              to issue fractions of shares of Common Stock or other capital
              stock of the Company upon the exercise of 



                                       8

<PAGE>   9

              Warrants. If any fraction of a share would be issuable upon the
              exercise of any Warrant (or specified portions thereof), the
              Company shall purchase such fraction for an amount in cash equal
              to the same fraction of the fair value of such share of Common
              Stock (as determined in good faith by the Board of Directors of
              the Company but not less than the fair market value) on the date
              of exercise of the Warrant.

                      (i) Current Market Price. The Current Market Price at any
              date shall mean, in the event the Common Stock is publicly traded,
              the average of the daily closing prices per share of Common Stock
              for 30 consecutive trading days ending no more than 5 trading days
              before such date (as adjusted for any stock dividend, split,
              combination or reclassification that took effect during such 30
              trading day period), as determined by the Board of Directors of
              the Company. The closing price for each day shall be the last
              reported sale price regular way or, in case no such reported sale
              takes place on such day, the average of the last closing bid and
              asked prices regular way, in either case on the principal national
              securities exchange on which the Common Stock is listed or
              admitted to trading, or if not listed or admitted to trading on
              any national securities exchange, the closing sale price for such
              day reported by NASDAQ, if the Common Stock is traded
              over-the-counter and quoted in the National Market System, or if
              the Common Stock is so traded, but not so quoted, the average of
              the closing reported bid and asked prices of the Common Stock as
              reported by NASDAQ or any comparable system or, if the Common
              Stock is not listed on NASDAQ or any comparable system, the
              average of the closing bid and asked prices as furnished by two
              members of the National Association of Securities Dealers, Inc.
              selected from time to time by the Company for that purpose. If the
              Common Stock is not traded in such manner that the quotations
              referred to above are available for the period required hereunder,
              the Current Market Price per share of Common Stock shall be deemed
              to be the fair value as determined by the Board of Directors of
              the Company in good faith and irrespective of any accounting
              treatment.

                      (j) Treasury Stock. For the purposes of this Section 5,
              the sale or other disposition of any Common Stock theretofore held
              in the Company's treasury shall be deemed to be an issue thereof.

                      (k) Valid Issuance. All shares of Common Stock which may
              be issued upon the exercise of this Warrant 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 the Company shall take no
              action which will cause a contrary result (including, without
              limitation, any action which would cause the Exercise Price to be
              less than the par value, if any, of the Common Stock).

              6. PREEMPTIVE RIGHTS. Except with respect to a registered public
     offering, if the Company shall issue any Shares of Common Stock, rights,
     options, or warrants to purchase Shares of Common Stock, or securities of
     any type whatsoever that are, or may become, convertible into Shares of
     Common Stock (collectively, "New Securities," which term shall 





                                       9

<PAGE>   10


     exclude any Excluded Stock), the Holder of this Warrant shall be entitled
     to purchase its pro rata share of all or any part of such New Securities as
     provided in this Section 6. For purposes of this Section 6, the term "pro
     rata share" shall mean such share as would be necessary to permit the
     Holder to maintain a percentage interest in the Company (determined on a
     fully diluted basis assuming the exercise of any and all outstanding
     options or warrants and the conversion of any securities convertible into
     Shares of Common Stock) equal to the Holder's percentage interest in the
     Company immediately prior to such issuance of New Securities (determined on
     a fully diluted basis). Except with respect to a registered public
     offering, in the event the Company proposes to undertake an issuance of New
     Securities, it shall give the Holder written notice of its intention,
     describing the type of New Securities and the price and terms upon which
     the Company proposes to issue the same. The Holder shall have 30 days from
     the date of receipt of any such notice to agree to purchase up to its pro
     rata share of such New Securities for the price and upon the terms
     specified in the notice by giving written notice to the Company and stating
     therein the quantity of New Securities to be purchased. In the event the
     Holder fails to exercise such right of purchase within said 30-day period,
     the Company shall have 90 days thereafter to complete the sale of the New
     Securities at the price and upon terms no more favorable to the purchasers
     of such New Securities than those specified in the Company's notice to the
     Holder. In the event the Company has not sold the New Securities within
     such 90-day period, the Company shall not thereafter issue or sell any of
     such New Securities without first complying with the terms of this Section
     6.

              7. PUT OPTIONS.

                       (a) Option based on Purchase Offer for Assets. The
              Company shall notify the Holder promptly, and in any event within
              five days of receipt, of any bona fide written offer received by
              the Company for the purchase of all or substantially all of the
              Company's assets or its stock (each an "Offer"). Should the
              Company determine that an Offer is unacceptable, the Holder shall
              have the option to require the Company to purchase this Warrant
              and/or the Shares of Common Stock issued pursuant hereto (or any
              portion thereof) at a price determined by multiplying (i) the
              total consideration offered for the Company's assets or stock, as
              applicable, under such Offer, multiplied by, if such Offer is for
              less than all of the Company's assets or stock, as applicable, a
              fraction, the numerator of which is the market value of all of the
              Company's assets or stock, as applicable, as determined by the
              board of directors of the Company, which number shall in no event
              be less than the total consideration offered under the Offer, and
              the denominator of which is the total consideration offered under
              the Offer, by (ii) the percentage ownership of the Common Stock of
              the Company represented by this Warrant and the Shares of Common
              Stock issued pursuant hereto that the Holder wishes to require the
              Company to purchase under this Section 7(a) (expressed as a
              decimal and calculated on a fully diluted basis). The price to be
              paid to the Holder shall be reduced if the Holder has elected to
              require the Company to purchase any unissued Shares of Common
              Stock evidenced by this Warrant by an amount equal to (iii) the
              Exercise Price then in effect, multiplied by (iv) the number of
              unissued Shares of Common Stock 






                                       10

<PAGE>   11


              evidenced by this Warrant that the Holder has elected to require
              the Company to purchase. Unless otherwise agreed to in writing by
              the Holder, the required purchase price shall be payable in cash
              within 60 days of the Company's receipt of notice of the Holder's
              election to require the Company to purchase this Warrant and/or
              the Shares of Common Stock issued pursuant hereto (or any portion
              thereof) under this Section 7(a). If at any time the Company has
              not paid the required purchase price after the Holder has
              exercised its option under this Section 7(a), the Holder, in
              addition to having the right to enforce the payment of such
              required purchase price, shall also have the right, if the Company
              shall after the receipt of such first Offer receive a later Offer
              that the Holder deems more favorable than such first Offer, to
              rescind its election under the first Offer and require the Company
              to purchase this Warrant and/or the Shares of Common Stock issued
              pursuant hereto (or any portion thereof) under the terms of such
              later Offer in accordance with the terms and procedures set forth
              above. This option shall be a continuing option, exercisable as
              many times as the Holder shall choose, and shall continue and
              remain until the Holder has sold all unissued Shares of Common
              Stock evidenced by this Warrant and all Shares of Common Stock
              issued hereunder to the Company.

                       (b) General Option. At any time after the period
              beginning on January 28, 1998, upon 90 days prior written notice
              to the Company (such notice being herein referred to as the "Put
              Notice"), provided the Company's stock is no longer publicly
              traded, the Holder shall have the option to require the Company to
              purchase this Warrant and/or the Shares of Common Stock issued
              pursuant hereto (or any portion thereof) for a price equal to the
              product of (i) the percentage ownership of the Common Stock of the
              Company represented by this Warrant and the Shares of Common Stock
              issued pursuant hereto that the Holder wishes to require the
              Company to purchase under this Section 7(b) (expressed as a
              decimal and calculated on a fully diluted basis), and (ii) the
              greater of the following values, all calculated as of the last day
              of the month immediately preceding the date the Put Notice is
              delivered to the Company (A) 150% of the net book value of the
              Company, (B) 400% of the earnings before interest, taxes,
              depreciation and amortization (less any outstanding funded debt to
              The Catalyst Fund, Ltd. and other lenders) ("EBITDA") of the
              Company for the preceding 24 month period ended on the last day of
              the month immediately preceding the date the Put Notice is
              delivered to the Company, or (C) at the option of the Holder, the
              appraised value of the Company. The appraised value of the Company
              shall be determined as of the last day of the month immediately
              preceding the date the Put Notice is delivered to the Company in
              the following manner: First, the Holder shall select and pay for
              an appraisal of the Company performed by a certified appraiser
              (the "First Appraisal"). The appraised value of the Company as
              determined by the First Appraisal shall be binding upon the
              Company and the Holder as the appraised value of the Company
              unless the Company shall notify the Holder in writing of its
              objection to such appraised value within 30 days of the Company's
              receipt of notice of such appraised value (the "First Appraisal
              Notice"). If the Company so notifies the Holder, the appraised
              value of the Company determined by 




                                       11


<PAGE>   12


              the First Appraisal shall nevertheless remain the appraised value
              of the Company unless the Company shall pay for and obtain a
              second appraisal of the Company from a certified appraiser (the
              "Second Appraisal") and deliver such Second Appraisal to the
              Holder within 30 days of receipt of the First Appraisal Notice. If
              the Company complies with the requirements of the preceding
              sentence, the Second Appraisal shall be binding upon the Company
              and the Holder as the appraised value of the Company unless the
              Holder shall notify the Company of its objection to such Second
              Appraisal within 30 days of the Holder's receipt of the Second
              Appraisal. If the Holder so notifies the Company, the Company and
              the Holder shall appoint a third certified appraiser to determine
              the value of the company, and if the Company and the Holder cannot
              reach an agreement as to such third certified appraiser, the
              Company and the Holder shall appoint a third party to appoint a
              third certified appraiser, which determination of appraiser shall
              be binding upon the Company and the Holder. The appraisal
              determined by such third appraiser (the "Third Appraisals) shall
              be binding upon the Company and the Holder and shall be the
              appraised value of the Company. The Company and the Holder shall
              bear equally all costs of such Third Appraisal. The price to be
              paid to the Holder shall be reduced if the Holder has elected to
              require the Company to purchase any unissued Shares of Common
              Stock evidenced by this Warrant by an amount equal to (iii) the
              Exercise Price then in effect, multiplied by (iv) the number of
              unissued Shares of Common Stock evidenced by this Warrant that the
              Holder has elected to require the Company to purchase. Unless
              otherwise agreed to in writing by the Holder, the required
              purchase price shall be payable in cash within 75 days of the
              Company's receipt of notice of the Holder's election to require
              the Company to purchase unissued Shares of Common Stock evidenced
              by this Warrant and/or Shares of Common Stock issued pursuant
              hereto (or any portion thereof) under this Section 7(b). This
              option shall be a continuing option, exercisable as many times as
              the Holder shall choose, and shall continue and remain until the
              Holder has sold all unissued Shares of Common Stock evidenced by
              this Warrant and all Shares of Common Stock issued hereunder to
              the Company.

                       (c) Purchase by Third Party. At the option of the board
              of directors of the Company, the Company may allow all, or any
              portion greater than 25 percent, of the Warrant or any Common
              Stock required to be purchased by the Company pursuant to Section
              7(a) or 7(b) above, to be purchased directly by any of the
              Company's shareholders provided, however, that should any of the
              Company's shareholders fail to make payment of the required
              purchase price on the designated purchase date, the Company shall
              be required to purchase such portion of this Warrant or such
              Common Stock intended to be purchased by such shareholders of the
              Company.

              8. CERTAIN CORPORATE EVENTS OR ACTIONS.

                       (a) Consolidation, Merger, Etc. In case of any
              consolidation with or merger of the Company with or into another
              corporation or other entity (except for a merger or 






                                       12

<PAGE>   13







              consolidation in which the Company is the continuing corporation
              other than as a subsidiary of another corporation or other
              entity), or in case of any sale, lease or conveyance to another
              corporation or other entity of the property of the Company as an
              entirety or substantially as an entirety, such successor,
              purchasing, leasing or receiving corporation or other entity, as
              the case may be, shall, prior to and as a condition to the
              occurrence of such event, (i) execute with the Holder an agreement
              providing that the Holder shall have the right thereafter to
              receive upon exercise of this Warrant the kind and amount of
              shares of stock and other securities, property, cash or any
              combination thereof receivable upon such consolidation, merger,
              sale, lease or conveyance by a holder of the number of Shares of
              Common Stock for which this Warrant might have been exercised
              immediately prior to such consolidation, merger, sale, lease or
              conveyance and (ii) make effective provision in its certificate of
              incorporation or otherwise, if needed, in order to effect such
              agreement. Such agreement shall provide for adjustments which
              shall be equivalent to the adjustments in Section 5.

                      (b) Reclassification, Etc. In case of any reclassification
              or change of the Shares of Common Stock issuable upon exercise of
              this Warrant or in case of any consolidation or merger of another
              corporation or other entity with or into the Company in which the
              Company is the continuing corporation (other than as a subsidiary
              of another corporation or other entity) and in which there is a
              reclassification or change (including a change to the right to
              receive cash or other property) of the Shares of Common Stock, the
              Holder shall have the right thereafter to receive upon exercise of
              this Warrant the kind and amount of shares of stock and other
              securities, property, cash or any combination thereof receivable
              upon such reclassification, change, consolidation or merger by a
              holder of the number of Shares of Common Stock into which this
              Warrant would have been exercisable immediately prior to such
              reclassification, change, consolidation or merger. Thereafter,
              appropriate provision (as determined by the Board of Directors of
              the Company in good faith) shall be made for adjustments which
              shall be equivalent to the adjustments in Section 5.

               9. CERTAIN RESTRICTIONS. Notwithstanding the adjustment
     provisions contained in this Warrant, the Company shall not, without first
     receiving the express written consent of the Holder, except for the
     issuance of Excluded Stock, issue Common Stock (otherwise than upon the
     conversion of shares of capital stock or other securities of the Company)
     for a consideration in whole or in part other than cash, including
     securities acquired in exchange therefor (other than securities of the
     Company that by their terms are exchangeable for such Common Stock).

               10. EXTENSION OF EXPIRATION DATE. If the last scheduled payment
     date for the repayment of outstanding indebtedness under any of those
     certain promissory notes (the "Notes"), dated January 28, 1998 executed by
     the Company in the aggregate original principal amount of $1,100,000 and
     payable to The Catalyst Fund, Ltd., a Texas limited partnership, and dated
     January 28, 1998 executed by the Company in the aggregate original
     principal amount of $440,000 and payable to Southwest/Catalyst Capital,
     Ltd., a Texas limited partnership, and dated April 14, 1997 executed by
     West Coast HVAC Supply, Inc., a Texas corporation, in the 




                                       13

<PAGE>   14







     aggregate original principal amount of $450,000 and the others of which are
     each dated May 26, 1993 executed by ACR Supply, Inc., a Texas corporation,
     Fabricated Systems, Inc., a Texas corporation, and Heating and Cooling
     Supply, Inc., a Nevada corporation, and payable to the order of The
     Catalyst Fund, Ltd., a Texas limited partnership, in the aggregate original
     principal amount of $1,000,000 shall be extended beyond February 28, 2003,
     then the expiration date of this Warrant shall also be likewise extended to
     the date that is the same as the latest of the last scheduled payment
     dates, as so amended, under any of the Notes. Notwithstanding the preceding
     sentence, in the event the entire amount of principal and interest on the
     Notes is fully repaid prior to July 31, 2003, then the expiration date of
     this Warrant shall expire thirty (30) days after the date of such payment;
     provided, however, that under no circumstances shall the expiration date be
     earlier than May 26, 1999; and further provided that if the date of the
     complete payment of all of the Notes is during the time period of April 27,
     1999 through May 26, 1999, then the Warrant expiration date shall occur
     thirty (30) days after such payment date. Additionally, if the Holder has
     exercised any put option under Section 7 of this Agreement and (a) the
     Company is financially unable, or in any event fails, to timely pay all of
     the required purchase price under Section 7, or (b) or any creditor of the
     Company has indicated to the Holder or the Company that the payment of such
     required purchase price would be a default under the Company's indebtedness
     to such creditor, then the expiration date of this Warrant shall be
     extended to the date that is three and one-half years beyond the then
     expiration date of this Warrant for any portion of this Warrant not
     purchased by the Company (including any portion of this Warrant that the
     Holder has not required the Company to purchase under Section 7), and the
     Holder shall be deemed to have retracted its exercise of such put option;
     provided. however. that such retraction shall be without prejudice to the
     Holder, and the Holder shall be entitled, at any time thereafter prior to
     the expiration of this Warrant, to re-exercise such put option upon the
     same terms of the prior exercise thereof upon the terms and conditions set
     forth in Section 7.

               11. CERTAIN NOTICES. In case at any time the Company shall
     propose or have knowledge of any proposal:

                      (a) to pay any dividend or make any distribution on Shares
             of Common Stock or to fix a record date for the making of any such
             dividend or distribution to holders of Common Stock; or

                      (b) to take, or fix a record date for, any action that
             would result in any adjustment to the Exercise Price pursuant to
             Section 5; or

                      (c) to effect any reclassification or change of
             outstanding Shares of Common Stock, or consolidation or merger, or
             sale, lease or conveyance of property, of the type addressed in
             Section 8; or

                      (d) to effect any voluntary or involuntary liquidation,
             dissolution or winding-up of the Company;





                                       14




<PAGE>   15



     then, and in any one or more of such cases, the Company shall give written
     notice thereof to the Holder at least 30 days prior to the date on which
     (i) the books of the Company shall close, or a record date shall be set,
     for any such action described in Section 11(a) or (b) or (ii) such
     reclassification, change, consolidation, merger, sale, lease, conveyance,
     liquidation, dissolution or winding-up shall be effective, as the case may
     be.

              12. EXPENSES. The Company shall pay all costs, fees, taxes (other
     than stock transfer taxes) and expenses payable in connection with the
     preparation, issuance and delivery from time to time of Warrants and of
     Shares of Common Stock issued upon the exercise of Warrants.

              13. AVAILABILITY OF INFORMATION. (a) If the Company shall have
     filed a registration statement pursuant to Section 12 of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), or a registration
     statement pursuant to the Securities Act, the Company will comply with the
     reporting requirements of Sections 13 and 15(d) of the Exchange Act (or, if
     the Company is not required to so comply and it shall have so filed such a
     registration statement, it will make publicly available the information
     specified by Rule 144(c)(2) under the Securities Act) and will comply with
     all other public information reporting requirements of the Securities and
     Exchange Commission (the "Commission") (including Rule 144 promulgated by
     the Commission under the Securities Act) from time to time in effect and
     relating to the availability of an exemption from the Securities Act for
     the sale of any restricted securities (as defined in the Securities Act) or
     the sale of securities by affiliates (as defined in the Securities Act).
     The Company will also cooperate with each holder of any restricted
     securities in supplying such information as may be necessary for such
     holder to complete and file any information reporting forms presently or
     hereafter required by the Commission as a condition to the availability of
     an exemption from the Securities Act for the sale of any restricted
     securities or the sale of securities by affiliates. The Company will
     furnish to each Holder of a Warrant, promptly upon their becoming
     available, copies of all financial statements, reports, notices and proxy
     statements sent or made available generally by the Company to its
     stockholders, and copies of all regular and periodic reports and all
     registration statements and prospectuses filed by the Company with any
     securities exchange or with the Commission. The Company will also furnish
     each Holder with copies of all minutes of all meetings of the Company's
     board of directors or any committee thereof, forthwith after such minutes
     have been prepared.

              (b) The Holder agrees to accept and maintain on a confidential
     basis as provided in this Section 13(b), all information obtained by it
     pursuant to Section 13(a) or otherwise under this Agreement (such
     information is referred to for purposes of this Section 13(b) as
     "Information"). The Holder agrees that unless it receives the express
     written permission of the Company or is otherwise required to make
     disclosure by law, a regulation of a national stock exchange or any other
     industry self-regulating body (referred to collectively for purposes in
     this Section 13(b) as "Law"), the Holder will not disclose, publish or
     reveal any of the Information except to those of its employees, agents or
     representatives as have a need to know and who have agreed to 



                                       15


<PAGE>   16


     maintain the confidentiality of the Information. Except as may be required
     by Law, the Holder will not disclose any of the Information to third
     parties. The Holder agrees, and it will advise all employees, agents and
     representatives who have access to the Information, that the United States
     securities laws may prohibit any Person who has received material,
     non-public information with respect to an issuer from purchasing or selling
     securities of such issuer or from communicating such information to any
     other Person. The responsibility of the Holder with respect to Information
     received from Company and/or its subsidiaries shall terminate as to such of
     the Information as becomes public knowledge by publication or general
     knowledge in the trade through no fault of the Holder, its employees,
     agents or representatives. Notwithstanding anything to the contrary in this
     Section 13(b), the Holder may, (i) with respect to any prospective
     purchaser of the Warrant (or any portion thereof) that is not a direct
     competitor of the Company or any of its subsidiaries (each such prospective
     purchaser being hereinafter referred to as a "Company Competitors), after
     written notice to the Company on or before the 10th day prior to
     disclosure, disclose Information to any such prospective purchaser;
     provided, however, that the Holder may immediately disclose Information to
     any such Person upon the occurrence and continuance of any Event of Default
     (as such term is defined in that certain Note Agreement of even date
     herewith to which the Company and the Holder are parties (among other
     parties) (the "Note Agreement"); (ii) with respect to any prospective
     purchaser of the Warrant (or any portion thereon that is a Company
     Competitor, upon the occurrence and continuance of any Event of Default (as
     such term is defined in the Note Agreement), disclose Information to any
     such prospective purchaser; (iii) disclose Information to the Holder's
     legal counsel or auditors, so long as such disclosures are held in
     confidence by the recipients thereof; and (iv) so long as The Catalyst
     Fund, Ltd. is a Person constituting the Holder, disclose information to any
     Person who is an equity investor in The Catalyst Fund, Ltd.

              16. LOSS, THEFT, ETC. Upon receipt of evidence satisfactory to the
     Company of the loss, theft, destruction or mutilation of any Warrant and
     upon surrender and cancellation of any Warrant if mutilated, the Company
     shall execute and deliver to the Holder thereof a new Warrant in the form
     and substance of the lost, stolen, destroyed or mutilated Warrant
     (including all changes and adjustments that have occurred hereunder).

              17. NO RIGHTS OR LIABILITIES AS A STOCKHOLDER. Nothing contained
     in this Warrant shall be construed as conferring upon the Holder hereof any
     rights as a stockholder of the Company or as imposing any obligation upon
     such Holder to purchase any securities or as imposing any liability upon
     such Holder as a stockholder of the Company, whether such obligation or
     liability is asserted by the Company or by creditors of the Company at law
     or in equity.

              18. GOVERNING LAW. This Warrant shall be governed by and
      construed in accordance with the internal laws of the State of Texas.

              19. REMEDIES. The Company stipulates that the remedies at law of
      the Holder of this Warrant in the event of any default or threatened
      default by the Company in the performance of or compliance with any of the
      terms of this Warrant are not and will not be adequate, and 




                                       16


<PAGE>   17


     that, to the extent permitted by applicable law, such terms may be
     specifically enforced by a decree for the specific performance of any
     agreement contained herein or by an injunction against a violation of any
     of the terms hereof or otherwise; provided, however, that (i) the Company
     shall not seek specific enforcement of its rights under this Warrant unless
     the Holder is acting in contravention of its obligations or outside of its
     rights under this Warrant and (ii) the Company hereby agrees to indemnify
     and hold harmless the Holder from any costs, liabilities, losses or
     expenses incurred by the Holder caused by or otherwise associated with a
     claim by the Company for specific enforcement of its rights under this
     Warrant if such claim is not a claim permitted to be made pursuant to
     clause (i) immediately preceding.

              20. NOTICES. All notices and other communications provided for
     herein shall be delivered or mailed by registered or certified mail, return
     receipt requested, postage prepaid, addressed (a) if to any Holder of any
     Warrant, to the address of such Holder as set forth in the Warrant Register
     or to such other address as such Holder has notified the Company of in
     writing, or (b) if to the Company, to the address set forth in Section 1 or
     to such other address as the Company has notified such Holder of pursuant
     to Section 1 and this Section 20; provided, however, that the exercise of
     any Warrant shall be effective in the manner provided in Section 1. All
     notices given pursuant to this Warrant shall be deemed to be effective upon
     receipt thereof by the party to whom such notice is addressed.

              21. REPRESENTATIONS AND WARRANTIES. In order to induce the
     acquisition of this Warrant by the Holder, the Company hereby represents
     and warrants to the Holder that the representations and warranties of the
     Company contained in the Note Agreement are true and correct in all
     respects as of the date hereof (with all references in such representations
     and warranties to the "Note" or "Notes" meaning this Warrant and all
     references in such representations and warranties to the "Subject
     Documents" meaning this Warrant and the Registration Rights Agreement of
     even date herewith between the Company and the Holder. The Holder hereby
     represents and warrants to the Company that it has not purchased or sold
     any securities of the Company within the 60-day period preceding the date
     hereof.

              22. MISCELLANEOUS. This Warrant and any term hereof may be
     changed, waived, discharged or terminated only by an instrument in writing
     signed by the party against which enforcement of such change, waiver,
     discharge or termination is sought. Any provision of this Warrant that
     shall be prohibited or unenforceable in any jurisdiction shall, as to such
     jurisdiction, be ineffective to the extent of such prohibition or
     unenforceability without invalidating the remaining provisions hereof, and
     any such prohibition or unenforceability in any jurisdiction shall not
     invalidate or render unenforceable such provision in any other
     jurisdiction. To the extent permitted by applicable law, the Company waives
     any provision of law that shall render any provision hereof prohibited or
     unenforceable in any respect. The section and paragraph headings used in
     this Warrant are inserted for convenience only and shall not be used for
     any interpretive purpose.






                                       17

<PAGE>   18



               THIS WARRANT IS ISSUED IN SUBSTITUTION FOR AND REPLACEMENT
      OF THAT CERTAIN WARRANT NO. 4 ISSUED BY THE COMPANY TO THE HOLDER
      DATED APRIL 14, 1997, SUCH WARRANT NO. 4 BEING HEREBY DEEMED
      CANCELLED.

               IN WITNESS WHEREOF, the Company has caused this Warrant to be
      duly executed and attested by its Secretary.


Dated: January 28, 1998                   ACR GROUP, INC.


                                          By:
                                             -----------------------------------
                                             Alex Trevino, Jr., President
Attest:


----------------------------------
Anthony R. Maresca, Secretary


                                       18

<PAGE>   19


                              EXHIBIT A TO WARRANT



     To:     ACR Group, Inc.
             3200 Wilcrest, # 440
             Houston, Texas 77042


ELECTION TO EXERCISE

              The undersigned hereby exercises his or its rights to subscribe
     for ____________ Shares of Common Stock covered by the within Warrant and 
     tenders payment herewith in the amount of $ ________ in accordance with the
     terms thereof, and requests that certificates for such shares in the 
     following denominations be issued in the name of, and delivered to, the 
     person [s] at the following address [es]:



         -------------------------------------------------------------

         -------------------------------------------------------------

         -------------------------------------------------------------
         (Print Address [es] and Social Security Number [s] or Employer
          Identification Number [s] as applicable)

     and, if said number of shares shall not be all the shares covered by the
     within Warrant, that a new Warrant for the balance remaining of the shares
     covered by the within Warrant be registered in the name of, and delivered
     to, the undersigned at the address stated below:

     Date :                               Name :
           -----------                          --------------------------------
                                                        (Print)


                                          --------------------------------------
                                                      (Signature)



                                          Address :
                                                   -----------------------------

                                                   -----------------------------

                                                   -----------------------------


                                       19