SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement

[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-12

ACR GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11

ACR GROUP, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The annual meeting of shareholders of ACR Group, Inc. will be held at the
corporate office of ACR Group, Inc. 3200 Wilcrest Dr., Houston, Texas 77042, on
Thursday, August 16, 2001, at 10:00 a.m., Central Daylight Time, for the
following purposes:

(1) To elect directors; and

(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.

Shareholders of record as of the close of business on June 18, 2001 are
entitled to notice of the meeting and are entitled to vote at the meeting or any
adjournment thereof.

By Order of the Board of Directors.

/s/ A. Stephen Trevino
------------------------
A. Stephen Trevino
Secretary

June 28, 2001

YOUR VOTE IS IMPORTANT
----------------------

PLEASE MARK, DATE AND SIGN YOUR PROXY AND RETURN
IT PROMPTLY IN THE ENCLOSED ENVELOPE.

ACR GROUP, INC.

3200 WILCREST DRIVE, SUITE 440
HOUSTON, TEXAS 77042-6039

PROXY STATEMENT

This statement is furnished in connection with the solicitation of proxies for
use at the annual meeting of shareholders of ACR Group, Inc. (the "Company") to
be held at the time and place and for the purposes set forth in the foregoing
Notice of Annual Meeting of Shareholders and at any adjournments thereof.

SOLICITATION OF PROXIES

Proxies in the accompanying form are solicited by management at the direction
of the Board of Directors of the Company (the "Board"). Execution and return of
the proxy will not in any way affect a shareholder's right to attend the meeting
and to vote in person, and a shareholder giving a proxy has the power to revoke
it at any time before it is exercised by giving written notice to the Company at
or prior to the meeting. Properly executed proxies in the accompanying form,
received in due time and not previously revoked, will be voted as specified.
Where no choice is specified, proxies will be voted FOR the election of all
directors named below.

The original solicitation will be conducted by mail. The Company will bear
the expense of solicitation of proxies, including the charges and expenses of
brokerage firms and others incurred in forwarding solicitation material to
beneficial shareholders. Further solicitation of proxies may be made by
telephone or oral communication with shareholders of the Company following the
original solicitation. All further solicitation will be conducted by regular
employees of the Company, for which they will not be additionally compensated.

RECORD DATE - OUTSTANDING SECURITIES

Only holders of Common Stock of the Company of record at the close of business
on June 18, 2001, are entitled to notice of and to vote at the meeting. At that
date, there were outstanding 10,681,294 shares of the Company's Common Stock.
Each shareholder is entitled to one vote for each share of Common Stock held on
all matters coming before the meeting and, except as otherwise provided by
applicable law, a favorable vote consists of a simple majority of the votes
cast. Shareholders are not entitled to cumulate their votes in the election of
directors, which means that the holders of more than half of the shares voting
for the election of directors can elect all of the directors if they choose to
do so.

ELECTION OF DIRECTORS

INFORMATION CONCERNING DIRECTORS

It is proposed that five directors will be elected at the meeting, each to
hold office until the next annual meeting of shareholders and until his
successor is duly elected and qualified. The Company has no reason to believe
that any nominee will be unavailable at the time of election. All of the
nominees are presently members of the Board. The names of the persons nominated
by management, together with information as to their principal occupations, age,
and experience, are as follows:

ALEX TREVINO, JR., age 65, has served as a director of the Company since 1982,
Chairman of the Board since 1988 and President and Chief Executive Officer of
the Company since July 1990.

ANTHONY R. MARESCA, age 50, has been employed by the Company since 1985,
serving as Controller until November 1985 when he became Senior Vice President,
Chief Financial Officer and Treasurer. Mr. Maresca has been a director of the
Company since 1986. Mr. Maresca is a certified public accountant.

A. STEPHEN TREVINO, age 38, is an attorney and has been employed by the
Company since March 1999. Prior to joining the Company, he was an attorney in
private practice. Mr. Trevino has been a director of the Company since 1997,
and was elected Secretary in 2000. Mr. Trevino is the son of Alex Trevino, Jr.,
Chairman of the Board and Chief Executive Officer of the Company.

RONALD T. NIXON, age 45, has been a shareholder and officer since 1990 in The
Catalyst Group, Inc., a mid-market private investment firm specializing in
providing equity and subordinated debt financing. Mr. Nixon has been a director
of the Company since 1992.

ROLAND H. ST. CYR, age 71, has been an independent consultant to Hallmark Air
Conditioning, Inc. ("Hallmark") since June 1997. From 1974 to June 1997, Mr.
St. Cyr was Chairman of the Board and Chief Executive Officer of Hallmark.
Hallmark is an HVACR contracting company located in Houston, which was acquired
by Encompass Services Corporation (formerly known as Group Maintenance America,
Inc.) in 1997. Mr. St. Cyr has been a director of the Company since 1998.

The Board met three times during the fiscal year ended February 28, 2001. The
Board has established two standing committees. The Audit Committee, comprised
of Messrs. Nixon and St. Cyr, exercises oversight with respect to the Company's
accounting practices and procedures and its relationship with its independent
auditors. The Audit Committee met one time during fiscal 2001. The
Compensation Committee, comprised of Messrs. St. Cyr and Nixon, makes
recommendations to the Board regarding the compensation and benefits of
officers. The Compensation Committee did not meet during fiscal 2001. The
Company does not have a nominating committee.

No director attended less than 75% of the aggregate of the total number of
meetings of the Board and the total number of meetings held by all committees of
the Board on which the director served.

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth certain information concerning beneficial
ownership of the Company's Common Stock as of April 30, 2001, by (i) each
shareholder who is known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director and nominee for director,
(iii) the President and Chief Executive Officer, and other executive officers of
the Company whose compensation exceeded $100,000, and (iv) all directors and
executive officers as a group. Except as otherwise indicated, the shareholders
listed in the table have sole voting and investment power with respect to the
shares indicated. All information with respect to beneficial ownership has been
furnished by the shareholders to the Company.

Amount and Nature Percent
Of Beneficial Of
Name and Address of Beneficial Owner Ownership (1) Class
- ------------------------------------ ------------------ --------

Alex Trevino, Jr. (2) (3) 2,149,847 20.0%
ACR Group, Inc.
3200 Wilcrest Drive, Suite 440
Houston, TX 77042

Ronald T. Nixon (4) 946,750 8.2%
The Catalyst Group
Two Riverway, Suite 1710
Houston, TX 77056

Anthony R. Maresca 312,650 2.9%
ACR Group, Inc.
3200 Wilcrest Drive, Suite 440
Houston, TX 77042

A. Stephen Trevino (5) 1,596,869 15.0%
ACR Group, Inc.
3200 Wilcrest, Suite 440
Houston, TX 77042

Roland H. St. Cyr 9,000 *
3151 Lake Island Dr.
Montgomery, TX 77356

DST Investments 1,468,394 13.7%
2 Memorial Point
Houston, TX 77024

The Catalyst Fund, Ltd. (6) 925,000 8.0%
Two Riverway, Suite 1710
Houston, TX 77056

Dana L. Fisher (7) 741,014 6.9%
ACR Supply, Inc.
8798 Westpark
Houston, TX 77063

St. James Capital Partners, L.P. (8) 590,174 5.4%
1980 Post Oak Blvd., Suite 2030
Houston, TX 77056

EOT Investments, Inc. (9) 625,031 5.8%
5125 Cape Romain
Corpus Christi, TX 78412

Thomas W. Courtney 542,975 5.1%
833 Wyndemere Way
Naples, FL 34105

All Directors and Executive Officers 3,546,722 33.0%
as a group (5 persons) (10) (11)

*Less than 1%

(1) For each beneficial owner, the number of shares outstanding and their
percentage of stock ownership includes the number of common and all common
equivalent shares (including options exercisable within 60 days) owned by
such individual at April 30, 2001.

(2) Includes 1,468,394 shares owned by DST Investments, a partnership whose
partners are Henrietta Trevino, wife of Mr. Trevino, and his two adult
children, and 2,000 shares owned by Henrietta Trevino. The beneficial
ownership of all of such shares is disclaimed by Mr. Trevino.

(3) Includes 75,000 shares which are subject to options exercisable within 60
days of April 30, 2001.

(4) Includes 925,000 shares which are subject to warrants issued to The
Catalyst Fund, Ltd., exercisable within 60 days of April 30, 2001, the
beneficial ownership of which is disclaimed by Mr. Nixon.

(5) Includes 124,200 shares owned by The MESA Fund, L.P., a partnership whose
partners include the wife and children of Mr. A. Stephen Trevino. Includes
1,468,394 shares owned by DST Investments, a partnership whose partners are
the mother and sister of Mr. A. Stephen Trevino. The beneficial ownership
of all of such shares is disclaimed by Mr. A. Stephen Trevino.

(6) Includes 925,000 shares which are subject to warrants exercisable within 60
days of April 30, 2001.

(7) Includes 14,000 shares which are subject to options exercisable within 60
days of April 30, 2001.

(8) Includes 306,001 shares which are subject to warrants exercisable within 60
days of April 30, 2001.

(9) Includes 3,334 shares which are subject to options exercisable within 60
days of April 30, 2001.

(10) Includes an aggregate of 1,000,000 shares which are subject to options and
warrants exercisable by directors and executive officers as a group within
60 days of April 30, 2001.

(11) Includes all shares as to which directors and executive officers disclaim
beneficial ownership.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Summary Compensation Table

The following table sets forth certain information regarding compensation paid
by the Company during the fiscal years ended February 28, 2001, February 29,
2000 and February 28, 1999 to the Company's chief executive officer and to other
executive officers of the Company whose compensation exceeded $100,000 in any
fiscal year.

SUMMARY COMPENSATION TABLE

Long-Term
Fiscal Annual Compensation Compensation Awards
Name and Principal Year ---------------------- --------------------
Position Ended Salary Bonus Options (#)
------------------ ------- ---------------------- --------------------

Alex Trevino, Jr. 2/28/01 $260,000 $25,000 -
President and 2/29/00 225,000 35,000 -
Chief Executive Officer 2/28/99 212,500 - 300,000

Anthony R. Maresca 2/28/01 145,000 25,000 -
Senior Vice President, 2/29/00 125,000 31,000 -
Chief Financial Officer and 2/28/99 119,833 - 100,000
Treasurer

A. Stephen Trevino 2/28/01 115,000 - -
Vice President, Secretary
General Counsel

Option Grants in Last Fiscal Year

The following table sets forth information concerning stock options granted by
the Company during the fiscal year ended February 28, 2001 to the Company's
executive officers.

% of Total
No. of Securities Options Granted Exercise or Grant Date
Underlying Options To Employees Base Share Expiration Present
Name Granted (1) In Fiscal Year Price Date Value (2)(3)
---- ---------------------- ---------------- ----------- ---------- --------------

Alex Trevino, Jr. - - $ - - $ -

Anthony R. Maresca - - - - -

A. Stephen Trevino 6,000 2.35% 1.12 8/23/05 4,080

(1) These grants were made pursuant to the Company's 1996 Stock Option Plan.

(2) This calculation is based on the Black-Scholes Option Pricing Model adapted
for use in valuing stock options. The actual value, if any, an executive
officer may realize ultimately depends on the market value of the Common
Stock at a future date. There is no assurance that the value realized by
an executive will be at or near the value estimated by the Black-Scholes
Model. The estimated values under that model are based on the assumptions
described in the footnote below:

(3) The Black-Scholes Option Pricing Model calculates the present value of
option grants as measured at the date of each grant. All options were
granted at fair market value. The following assumptions were used in
valuing the options granted: market value of stock equal to the exercise
price, 5 year option term; estimated volatility of 65.0%; risk-free rate of
return of 7% and a dividend yield of 0%.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

The following table discloses the exercise of stock options during the fiscal
year ended February 28, 2001 by the Company's executive officers, and the value,
as of February 28, 2001, of unexercised stock options.

Number of Unexercised Value of Unexercised in-
Options at the-Money Options at
Shares February 28, 2001 February 28, 2001
Acquired on Value --------------------------- ---------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
--------- ------------- ---------- ----------- ------------- ----------- -------------

Alex Trevino, Jr. 10,660 $13,005 75,000 300,000 $ - $ -

Anthony R. Maresca - - - 100,000 - -

A. Stephen Trevino - - - 6,000 - -

Employment Contracts and Termination of Employment Arrangements

Mr. Alex Trevino, Jr. serves as President and Chief Executive Officer of the
Company under an employment agreement that became effective as of March 1, 1998,
and terminates, with two years' prior notice from the Company, on February 28,
2002 or at any time thereafter. In the absence of notice of termination, the
term of the agreement will be extended for additional two-year terms. The
agreement may also be terminated by the Company without such notice for cause,
death or disability, or if the Company has a net loss before taxes in any fiscal
year. The agreement also provides that if Mr. Trevino terminates his
employment, or if the Company terminates his employment for cause, Mr. Trevino
is prohibited from competing with the Company for a period of two years.

Under the agreement, Mr. Trevino's minimum annual salary is $225,000, which
was increased to $260,000 effective March 1, 2000. The agreement also provides
that Mr. Trevino is to receive a cash bonus of (i) $25,000 for each year in
which the Company's diluted earnings per share is equal to or greater than the
forecast diluted earnings per share as approved by the Board, plus (ii) an
amount equal to his base annual salary multiplied by the percentage by which the
Company's diluted earnings per share exceeds the forecast diluted earnings per
share approved by the Board. As of March 1, 1998, Mr. Trevino also received
options ("Options") to purchase 300,000 shares of the Company's Common Stock at
an exercise price of $2.24 per share (fair market value at the date of grant).
Such Options become exercisable on March 1, 2006, but may be exercised earlier
if the market price of the Common Stock attains certain specified levels.

Mr. Anthony R. Maresca, the Company's Senior Vice President and Chief
Financial Officer, entered into an employment agreement with the Company
effective as of March 1, 1998. Under the agreement, Mr. Maresca's minimum
annual salary is $125,000, which was increased to $145,000 effective March 1,
2000, and all other terms are substantially the same as in Mr. Trevino's
employment agreement described above. As of March 1, 1998, Mr. Maresca also
received Options to purchase 100,000 shares of the Company's Common Stock at an
exercise price of $2.24 per share, which are exercisable as described in the
preceding paragraph with respect to the Options granted to Mr. Trevino. Messrs.
Trevino and Maresca were each paid bonuses of $25,000 in fiscal 2001 in
accordance with their employment agreements.

Compensation of Directors

Non-employee directors are paid $3,600 per year, payable quarterly, for
service on the Board. In addition, non-employee directors are paid $500 for
each meeting of the Board or a committee of the Board attended in person and are
reimbursed for actual expenses incurred for attendance at meetings. Directors
who are employed by the Company receive no compensation for being a director.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Board consists of Mr. St. Cyr and Mr. Nixon,
the two directors who are not employed by the Company. There are no committee
interlocks or insider participation among the members of the Compensation
Committee.

The goal of the Compensation Committee is to ensure that the Company's
compensation policies are suitable to attract and retain highly qualified
executive officers and directors. Particular emphasis is placed on creating an
appropriate blend of base and incentive compensation. Incentive compensation
may also include both cash and equity components to align executives' interests
with those of the shareholders.

The Committee reviews annually the compensation of the Company's executive
officers. In evaluating the level of base compensation, the Compensation
Committee gives particular consideration to the relative compensation of
executives in similar positions in publicly traded wholesale distribution
companies with comparable sales. From time to time, the Committee may obtain
advice from compensation and benefits consultants. The Committee does not
anticipate that compensation paid to executive officers will exceed the limits
for deductibility established by Section 162(m) of the Internal Revenue Code of
1986, as amended.

During fiscal 2001, there were no meetings of the Compensation Committee, and
no adjustments made to any provision of the executives' employment contracts.
The Committee believes that the compensation provisions of the contracts remain
appropriate.

Roland H. St. Cyr Ronald T. Nixon
Chairman Member

Stock Performance Graph

The following graph sets forth the cumulative total shareholder return
(assuming reinvestment of dividends) to ACR Group, Inc.'s shareholders, as well
as the NASDAQ Stock Market Index and the NASDAQ Non-Financial Stocks Index for
the period from February 29, 1996 to February 28, 2001.

[GRAPH APPEARS HERE]

TABLE I - CUMULATIVE VALUE OF $100 INVESTMENT

2/29/96 2/28/97 2/28/98 2/28/99 2/29/00 2/28/01
------- ------- ------- ------- ------- -------

ACR Group, Inc. $100.00 $352.02 $352.02 $176.01 $188.04 $ 72.07
Nasdaq Stock Market (U.S.) $100.00 $119.03 $163.00 $212.30 $433.70 $197.68
Nasdaq Non-Financial $100.00 $115.66 $155.77 $208.29 $455.43 $195.09

TABLE II - NON-CUMULATIVE ANNUAL RETURN

2/29/96 2/28/97 2/28/98 2/28/99 2/29/00 2/28/01
------- ------- ------- ------- ------- -------

ACR Group, Inc. N/A 252.02% 0.00% (50.00%) 6.83% (61.67%)
Nasdaq Stock Market (U.S.) N/A 19.03% 36.94% 30.25% 104.28% (54.42%)
Nasdaq Non-Financial N/A 11.57% 34.67% 33.72% 118.65% (57.16%)

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board consists of the two directors who are not
employed by the Company. The Audit Committee reviews and discusses with
management the audited financial statements. The Audit Committee has received
the required written disclosures, and has discussed with the independent
accountants the issues regarding independence and other matters deemed
appropriate. Based on this review and discussion, the Audit Committee
recommended to the Board that the audited financial statements be included in
the Company's Annual Report on Form 10-K for filing with the Securities and
Exchange Commission for the fiscal year ended February 28, 2001.

The Board has not adopted a written charter for the Audit Committee.

The members of the Audit Committee are independent as defined by Rule
4200(a)(14) of the listing standards of the National Association of Securities
Dealers.

Ronald T. Nixon Roland H. St. Cyr
Chairman Member

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In January 1998, the Company obtained loans aggregating $1.54 million from The
Catalyst Fund, Ltd. ("Catalyst") and an affiliate of Catalyst to pay the
Company's outstanding indebtedness to St. James Capital Partners, L.P. In April
1997, the Company borrowed $450,000 from Catalyst, the proceeds of which were
used to acquire the net assets of ACH Supply, Inc. ("ACH") and to provide
working capital for ACH. In 1993, the Company borrowed $1.0 million from
Catalyst to pay the cash portion of the purchase price of ACR Supply, Inc.
("ACRS") and for working capital for ACRS. All of these loans bear interest at
12 1/2% per annum and are secured by both the stock and operating assets of
certain of the Company's subsidiaries and an assignment of proceeds from life
insurance policies on Mr. Alex Trevino, Jr. As of February 28, 2001, Catalyst
has subordinated its security interests in connection with up to $18.9 million
in additional secured borrowings of the Company. In connection with the January
1998 loans, the Company granted Catalyst and its affiliate warrants to purchase
175,000 shares of the Company's Common Stock at a price of $2.06 per share,
exercisable at any time before February 28, 2003. The exercise price of the
warrants will be reduced to $.59 per share in consideration of Catalyst waiving
certain non-payment covenant defaults contained in its loan agreement with the
Company as of February 28, 2001. In connection with the 1993 loan, Catalyst
received a warrant to purchase one million shares of the Company's Common Stock
at a price of $.59 per share, which also is exercisable at any time before
February 28, 2003. In 1996, Catalyst sold its rights under the 1993 warrant to
purchase 250,000 shares of Common Stock. Mr. Nixon is a shareholder and officer
of the general partner of Catalyst. As of May 31, 2001, the aggregate unpaid
balance owed to Catalyst and its affiliate by the Company on all of the debt
facilities was $766,559.

INDEPENDENT PUBLIC ACCOUNTANTS

The independent public accountants of the Company are Ernst & Young LLP, and
the Company anticipates re-appointing such firm as independent public
accountants of the Company for fiscal 2002. A representative of Ernst & Young
LLP will be present at the annual meeting with the opportunity to make a
statement if he desires to do so and will be available to respond to appropriate
questions addressed to him.

Audit Fees

The aggregate fees billed for professional services rendered for the audit of
the Company's annual financial statements for the fiscal year ended February 28,
2001, and for the reviews of the financial statements included in the Company's
Forms10-Q for such fiscal year, were $99,000.

Financial Information Systems Design and Implementation

There were no fees billed during fiscal 2001 for design or implementation
services related to the Company's financial information systems.

All Other Fees

All other fees billed by Ernst & Young LLP for services rendered during fiscal
2001 aggregated $51,972, principally relating to federal and state tax
compliance matters and an audit of the Company's 401(k) plan. The Audit
Committee has determined that the provision of such services does not impair the
firm's independence.

PROPOSALS OF SHAREHOLDERS

It is anticipated that the next annual meeting will be held in August 2002
with proxy solicitation commencing in July 2002. Any proposal to be presented
at next year's annual meeting of shareholders must be received by the Company at
its principal executive offices by February 25, 2002, for inclusion in the
Company's proxy materials relating to that meeting. Any such proposals must
comply in all respects with the rules and regulations of the Securities and
Exchange Commission.

OTHER MATTERS

Management knows of no matter to be presented for action at the meeting other
than those described above. However, if any such other matter should properly
come before the meeting, or if any vacancy in the proposed slate of directors
should be caused by an unexpected occurrence before the holding of the election,
the proxies will vote thereon in accordance with the recommendations of
management or for such other nominees as management may select.

The statements set forth herein as to the present principal occupations of the
nominees as directors, the beneficial ownership of securities of the Company,
and other matters not of record with the Company, are based upon information
furnished to the Company.

By Order of the Board of Directors,

/s/ A. Stephen Trevino
-------------------------------------
A. Stephen Trevino
Secretary

June 28, 2001

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS BEING
SOLICITED, UPON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE ANNUAL REPORT
OF THE COMPANY ON FORM 10-K FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2001, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO. REQUESTS FOR COPIES OF SUCH REPORT SHOULD BE
DIRECTED TO ANTHONY R. MARESCA, ACR GROUP, INC., 3200 WILCREST DRIVE, SUITE 440,
HOUSTON, TEXAS 77042-6039, OR MAY BE OBTAINED FROM THE COMPANY'S WEBSITE:
WWW.ACRGROUP.COM.

ACR GROUP, INC.
PROXY FOR ANNUAL MEETING TO BE HELD AUGUST 16, 2001

The undersigned hereby appoints Alex Trevino, Jr. and Anthony R. Maresca, or either of them, each with power of substitution, the
proxies of the undersigned, to vote the stock of the undersigned at the annual meeting of shareholders of ACR Group, Inc., to be
held at the corporate office of ACR Group, Inc., 3200 Wilcrest Drive, Suite 440, Houston, Texas 77042-6039, on Thursday, August 16,
2001, at 10:00 a.m., Houston time, or at any adjournments thereof, as indicated on the reverse side hereof.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS and will be voted as indicated by the shareholder. Unless a contrary direction
is indicated, the proxies shall vote the shares FOR the election as directors of the Board's nominees and in accordance with the
recommendations of management on any other business coming before the meeting.

(Continued on reverse side)
- ------------------------------------------------------------------------------------------------------------------------------------

Please mark your vote as indicated in this example [X].

(1) To elect five directors for a term of one year: Anthony R. Maresca, Ronald T. Nixon, Roland H. St. Cyr,
A. Stephen Trevino and Alex Trevino, Jr.

FOR WITHHOLD AUTHORITY (INSTRUCTION: To withhold authority to vote for any
the nominees to vote for the nominee(s) individual nominee, write that nominee's name in the space
listed at right listed at right provided below).

[ ] [ ] -----------------------------------------------------------------

PLEASE DO NOT FOLD, BEND OR MUTILATE THIS CARD.

(Please sign your name here exactly as it appears hereon. Joint
owners must each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title
as it appears hereon).

Dated ______________________________________________________, 2001

------------------------------------------------------------------
Signature

Sign, Date and Return the Proxy Card Promptly Using the
Enclosed Envelope.