<PAGE>   1
                                                                   EXHIBIT 10.15

(MULTICURRENCY--CROSS BORDER)


                                     ISDA(R)
                  INTERNATIONAL SWAP DEALERS ASSOCIATION, INC.
                                MASTER AGREEMENT

                             dated as June 17, 1999

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION and CRAFTMADE INTERNATIONAL, INC.,
DUROCRAFT INTERNATIONAL, INC. and TRADE SOURCE INTERNATIONAL, INC., as joint and
several obligors have entered and/or anticipate entering into one or more
transactions (each a "Transaction") that are or will be governed by this Master
Agreement, which includes the schedule (the "Schedule"), and the documents and
other confirming evidence (each a "Confirmation") exchanged between the parties
confirming those Transactions.

Accordingly, the parties agree as follows:--

1.       INTERPRETATION

(a)      DEFINITIONS. The terms defined in Section 14 and in the Schedule will
         have the meanings therein specified for the purpose of this Master
         Agreement.

(b)      INCONSISTENCY. In the event of any inconsistency between the provisions
         of the Schedule and the other provisions of this Master Agreement, the
         Schedule will prevail. In the event of any inconsistency between the
         provisions of any Confirmation and this Master Agreement (including the
         Schedule), such Confirmation will prevail for the purpose of the
         relevant Transaction.

(c)      SINGLE AGREEMENT. All Transactions are entered into in reliance on the
         fact that this Master Agreement and all Confirmations form a single
         agreement between the parties (collectively referred to as this
         "Agreement"), and the parties would not otherwise enter into any
         Transactions.

2.       OBLIGATIONS

(a)      GENERAL CONDITIONS.

         (i) Each party will make each payment or delivery specified in each
         Confirmation to be made by it, subject to the other provisions of this
         Agreement.

         (ii) Payments under this Agreement will be made on the due date for
         value on that date in the place of the account specified in the
         relevant Confirmation or otherwise pursuant to this Agreement, in
         freely transferable funds and in the manner customary for payments in
         the required currency. Where settlement is by delivery (that is, other
         than by payment), such delivery will be made for receipt on the due
         date in the manner customary for the relevant obligation unless
         otherwise specified in the relevant Confirmation or elsewhere in this
         Agreement.

         (iii) Each obligation of each party under Section 2(a)(i) is subject to
         (1) the condition precedent that no Event of Default or Potential Event
         of Default with respect to the other party has occurred and is
         continuing, (2) the condition precedent that no Early Termination Date
         in respect of the relevant Transaction has occurred or been effectively
         designated and (3) each other applicable condition precedent specified
         in this Agreement.

        Copyright(C) 1992 by International Swap Dealers Association, Inc.


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(b)      CHANGE OF ACCOUNT. Either party may change its account for receiving a
         payment or delivery by giving notice to the other party at least five
         Local Business Days prior to the scheduled date for the payment or
         delivery to which such change applies unless such other party gives
         timely notice of a reasonable objection to such change.

(c)      NETTING: If on any date amounts would otherwise be payable:--

         (i)      in the same currency; and

         (ii)     in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to. apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)      DEDUCTION OR WITHHOLDING FOR TAX.

         (i) GROSS-UP. ALL payments under this Agreement will be made without
         any deduction or withholding for or on account of any Tax unless such
         deduction or withholding is required by any applicable law, as modified
         by the practice of any relevant governmental revenue authority, then in
         effect. If a party is so required to deduct or withhold, then that
         party ("X") will:--

                           (1) promptly notify the other party ("Y") of such
                           requirement;

                           (2) pay to the relevant authorities the full amount
                           required to be deducted or withheld (including the
                           full amount required to be deducted or withheld from
                           any additional amount paid by X to Y under this
                           Section 2(d)) promptly upon the earlier of
                           determining that such deduction or withholding is
                           required or receiving notice that such amount has
                           been assessed against Y;

                           (3) promptly forward to Y an official receipt (or a
                           certified copy), or other documentation reasonably
                           acceptable to Y, evidencing such payment to such
                           authorities, and

                           (4) if such Tax is an Indemnifiable Tax, pay to Y, in
                           addition to the payment to which Y is otherwise
                           entitled under this Agreement, such additional amount
                           as is necessary to ensure that the net amount
                           actually received by Y (free and clear of
                           Indemnifiable Taxes, whether assessed against X or Y)
                           will equal the full amount Y would have received had
                           no such deduction or withholding been required.
                           However, X will not be required to pay any additional
                           amount to Y to the extent that it would not be
                           required to be paid but for:--

                                            (A) the failure by Y to comply with
                                            or perform any agreement contained
                                            in Section 4(a)(i), 4(a)(iii) or
                                            4(d); or

                                            (B) the failure of a representation
                                            made by Y pursuant to Section 3(f)
                                            to be accurate and true unless such
                                            failure would not have occurred but
                                            for (i) any action taken by a taxing
                                            authority, or brought in a court of
                                            competent jurisdiction, on or after
                                            the date on which a Transaction is
                                            entered into (regardless of whether
                                            such action is taken or brought with
                                            respect to a party to this
                                            Agreement) or (ii) a Change in Tax
                                            Law.


                                                                  2 ISDA(R) 1992


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                  (ii) LIABILITY. If:--

                  (1)  X is required by any applicable law, as modified by the
                  practice of any relevant governmental revenue authority, to
                  make any deduction or withholding in respect of which X would
                  not be required to pay an additional amount to Y under Section
                  2(d)(i)(4);

                  (2)  X does not so deduct or withhold; and

                  (3)  a liability resulting from such Tax is assessed directly
                  against X,

then, except to the extent Y has satisfied or then satisfies the liability
resulting from such Tax, Y will promptly pay to X the amount of such liability
(including any related liability for interest, but including any related
liability for penalties only if Y has failed to comply with or perform any
agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)      DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective
         designation of an Early Termination Date in respect of the relevant
         Transaction, a party that defaults in the performance of any payment
         obligation will, to the extent permitted by law and subject to Section
         6(c), be required to pay interest (before as well as after judgment) on
         the overdue amount to the other party on demand in the same currency as
         such overdue amount, for the period from (and including) the original
         due date for payment to (but excluding) the date of actual payment, at
         the Default Rate. Such interest will be calculated on the basis of
         daily compounding and the actual number of days elapsed. If, prior to
         the occurrence or effective designation of an Early Termination Date in
         respect of the relevant Transaction, a party defaults in the
         performance of any obligation required to be settled by delivery, it
         will compensate the other party on demand if and to the extent provided
         for in the relevant Confirmation or elsewhere in this Agreement.

3.       REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a)      BASIC REPRESENTATIONS.

         (i) STATUS. It is duly organised and validly existing under the laws of
         the jurisdiction of its organisation or incorporation and, if relevant
         under such laws, in good standing;

         (ii) POWERS. It has the power to execute this Agreement and any other
         documentation relating to this Agreement to which it is a party, to
         deliver this Agreement and any other documentation relating to this
         Agreement that it is required by this Agreement to deliver and to
         perform its obligations under this Agreement and any obligations it has
         under any Credit Support Document to which it is a party and has taken
         all necessary action to authorise such execution, delivery and
         performance;

         (iii) NO VIOLATION OR CONFLICT. Such execution, delivery and
         performance do not violate or conflict with any law applicable to it,
         any provision of its constitutional documents, any order or judgment of
         any court or other agency of government applicable to it or any of its
         assets or any contractual restriction binding on or affecting it or any
         of its assets;

         (iv) CONSENTS. All governmental and other consents that are required to
         have been obtained by it with respect to this Agreement or any Credit
         Support Document to which it is a party have been obtained and are in
         full force and effect and all conditions of any such consents have been
         complied with; and

         (v) OBLIGATIONS BINDING. Its obligations under this Agreement and any
         Credit Support Document to which it is a party constitute its legal,
         valid and binding obligations enforceable in accordance with their
         respective terms (subject to applicable bankruptcy, reorganisation,
         insolvency, moratorium or similar laws affecting creditors' rights
         generally and subject, as to enforceability, to equitable principles of
         general application (regardless of whether enforcement is sought in a
         proceeding in equity or at law)).

                                                                  3 ISDA(R) 1992

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(b)      ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of
         Default or, to its knowledge, Termination Event with respect to it has
         occurred and is continuing and no such event or circumstance would
         occur as a result of its entering into or performing its obligations
         under this Agreement or any Credit Support Document to which it is a
         party.

(c)      ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
         threatened against it or any of its Affiliates any action, suit or
         proceeding at law or in equity or before any court, tribunal,
         governmental body, agency or official of any arbitrator that is likely
         to affect the legality, validity or enforceability against it of this
         Agreement or any Credit Support Document to which it is a party or its
         ability to perform its obligations under this Agreement or such Credit
         Support Document.

(d)      ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
         furnished in writing by or on behalf of it to the other party and is
         identified for the purpose of this Section 3(d) in the Schedule is, as
         of the date of the information, true, accurate and complete in every
         material respect.

(e)      PAYER TAX REPRESENTATION. Each representation specified in the Schedule
         as being made by it for the purpose of this Section 3(e) is accurate
         and true.

(f)      PAYEE TAX REPRESENTATIONS. Each representation specified in the
         Schedule as being made by it for the purpose of this Section 3(f) is
         accurate and true.

4.       AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a)      FURNISH SPECIFIED INFORMATION. It will deliver to the other party or,
         in certain cases under subparagraph (iii) below, to such government or
         taxing authority as the other party reasonably directs--

         (i) any forms, documents or certificates relating to taxation specified
         in the Schedule or any Confirmation;

         (ii) any other documents specified in the Schedule or any Confirmation;
         and

         (iii) upon reasonable demand by such other party, any form or document
         that may be required or reasonably requested in writing in order to
         allow such other party or its Credit Support Provider to make a payment
         under this Agreement or any applicable Credit Support Document without
         any deduction or withholding for or on account of any Tax or with such
         deduction or withholding at a reduced rate (so long as the completion,
         execution or submission of such form or document would not materially
         prejudice the legal or commercial position of the party in receipt of
         such demand), with any such form or document to be accurate and
         completed in a manner reasonably satisfactory to such other party and
         to be executed and to be delivered with any reasonably required
         certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)      MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain
         in full force and effect all consents of any governmental or other
         authority that are required to be obtained by it with respect to this
         Agreement or any Credit Support Document to which it is a party and
         will use all reasonable efforts to obtain any that may become necessary
         in the future.

(c)      COMPLY WITH LAWS. It will comply in all material respects with all
         applicable laws and orders to which it may be subject if failure so to
         comply would materially impair its ability to perform its obligations
         under this Agreement or any Credit Support Document to which it is a
         party.

(d)      TAX AGREEMENT. It will give notice of any failure of a representation
         made by it under Section 3(f) to be accurate and true promptly upon
         learning of such failure.

(e)      PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax
         levied or imposed upon it or in respect of its execution or performance
         of this Agreement by a jurisdiction in which it is incorporated.


                                                                  4 ISDA(R) 1992


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organised, managed and controlled, or considered to have its seat, or in which a
branch or office through which it is acting for the purpose of this Agreement is
located ("Stamp Tax Jurisdiction") and will indemnify the other party against
any Stamp Tax levied or imposed upon the other party or in respect of the other
party's execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.

5.       EVENTS OF DEFAULT AND TERMINATION EVENTS

(a)      EVENTS OF DEFAULT. The occurrence at any time with respect to a party
         or, if applicable, any Credit Support Provider of such party or any
         Specified Entity of such party of any of the following events
         constitutes an event of default (an "Event of Default") with respect to
         such party:--

         (i) FAILURE TO PAY OR DELIVER. Failure by the party to make, when due,
         any payment under this Agreement or delivery under Section 2(a)(i) or
         2(e) required to be made by it if such failure is not remedied on or
         before the third Local Business Day after notice of such failure is
         given to the party;

         (ii) BREACH OF AGREEMENT. Failure by the party to comply with or
         perform any agreement or obligation (other than an obligation to make
         any payment under this Agreement or delivery under Section 2(a)(i) or
         2(e) or to give notice of a Termination Event or any agreement or
         obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied
         with or performed by the party in accordance with this Agreement if
         such failure is not remedied on or before the thirtieth day after
         notice of such failure is given to the party;

         (iii) CREDIT SUPPORT DEFAULT.

                  (1) Failure by the party or any Credit Support Provider of
                  such party to comply with or perform any agreement or
                  obligation to be complied with or performed by it in
                  accordance with any Credit Support Document if such failure is
                  continuing after any applicable grace period his elapsed.

                  (2) the expiration or termination of such Credit Support
                  Document or the failing or ceasing of such Credit Support
                  Document to be in full force and effect for the purpose of
                  this Agreement (in either case other than in accordance with
                  its terms) prior to the satisfaction of all obligations of
                  such party under each Transaction to which such Credit Support
                  Document relates without the written consent of the other
                  party; or

                  (3) the party or such Credit Support Provider disaffirms,
                  disclaims, repudiates or rejects, in whole or in part, or
                  challenges the validity of, such Credit Support Document;

         (iv) MISREPRESENTATION. A representation (other than a representation
         under Section 3(e) or (f)) made or repeated or deemed to have been made
         or repeated by the party or any Credit Support Provider of such party
         in this Agreement or any Credit Support Document proves to have been
         incorrect or misleading in any material respect when made or repeated
         or deemed to have been made or repeated;

         (v) DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support
         Provider of such party or any applicable Specified Entity of such party
         (1) defaults under a Specified Transaction and after giving effect to
         any applicable notice requirement or grace period, there occurs a
         liquidation of, an acceleration of obligations under, or an early
         termination of, that Specified Transaction; (2) defaults, after giving
         effect to any applicable notice requirement or grace period, in making
         any payment or delivery due on the last payment, delivery or exchange
         date of, or any payment on early termination of, a Specified
         Transaction (or such default continues for at least three Local
         Business Days if there is no applicable notice requirement or grace
         period) or (3) disaffirms, disclaims, repudiates or rejects, in whole
         or in part, a Specified Transaction (or such action is taken by any
         person or entity appointed or empowered to operate it or act on its
         behalf);

         (vi) CROSS DEFAULT. If "Cross Default" is specified in the Schedule as
         applying to the party, the occurrence or existence of (1) a default
         event of default or other similar condition or event (however


                                                                  5 ISDA(R) 1992


<PAGE>   6



described) in respect of such party, any Credit Support Provider of such party
or any applicable Specified Entity of such party under one or more agreements or
instruments relating to Specified Indebtedness of any of them (individually or
collectively) in an aggregate amount of not less than the applicable Threshold
Amount as specified in the Schedule) which has resulted in such Specified
Indebtedness becoming, or becoming capable at such time of being declared, due
and payable under such agreements or instruments, before it would otherwise have
been due and payable or (2) a default by such party, such Credit Support
Provider or such Specified Entity (individually or collectively) in making one
or more payments on the due date thereof in an aggregate amount of not less than
the applicable Threshold Amount under such agreements or instruments (after
giving effect to any applicable notice requirement or grace period);

         (vii) BANKRUPTCY. The party, any Credit Support Provider of such party
         or any applicable Specified Entity of such party:--

                  (1) is dissolved (other than pursuant to a consolidation,
                  amalgamation or merger); (2) becomes insolvent or is unable to
                  pay its debts or fails or admits in writing its inability
                  generally to pay its debts as they become due; (3) makes a
                  general assignment, arrangement or composition with or for the
                  benefit of its creditors; (4) institutes or has instituted
                  against it a proceeding seeking a judgment of insolvency or
                  bankruptcy or any other relief under any bankruptcy or
                  insolvency law or other similar law affecting creditors'
                  rights, or a petition is presented for its winding-up or
                  liquidation, and, in the case of any such proceeding or
                  petition instituted or presented against it, such proceeding
                  or petition (A) results in a judgment of insolvency or
                  bankruptcy or the entry of an order for relief or the making
                  of an order for its winding-up or liquidation or (B) is not
                  dismissed, discharged, stayed or restrained in each case
                  within 30 days of the institution or presentation thereof; (5)
                  has a resolution passed for its winding-up, official
                  management or liquidation (other than pursuant to a
                  consolidation, amalgamation or merger); (6) seeks or becomes
                  subject to the appointment of an administrator, provisional
                  liquidator, conservator, receiver, trustee, custodian or other
                  similar official for it or for all or substantially all its
                  assets; (7) has a secured party take possession of all or
                  substantially all its assets or has a distress, execution,
                  attachment, sequestration or other legal process levied,
                  enforced or sued on or against all or substantially all its
                  assets and such secured party maintains possession, or any
                  such process is not dismissed, discharged, stayed or
                  restrained, in each case within 30 days thereafter; (8) causes
                  or is subject to any event with respect to it which, under the
                  applicable laws of any jurisdiction, has an analogous effect
                  to any of the events specified in clauses (1) to (7)
                  (inclusive); or (9) takes any action in furtherance of, of
                  indicating its consent to, approval of, or acquiescence in,
                  any of the foregoing acts; or

         (viii) MERGER WITHOUT ASSUMPTION. The party or any Credit Support
         Provider of such party consolidates or amalgamates with, or merges with
         or into, or transfers all or substantially all its assets to, another
         entity and, at the time of such consolidation, amalgamation, merger or
         transfer:--

                  (1) the resulting, surviving or transferee entity fails to
                  assume all the obligations of such party or such Credit
                  Support Provider under this Agreement or any Credit Support
                  Document to which it or its predecessor was a party by
                  operation of law or pursuant to an agreement reasonably
                  satisfactory to the other party to this Agreement; or

                  (2) the benefits of any Credit Support Document fail to extend
                  (without the consent of the other party) to the performance by
                  such resulting, surviving or transferee entity of its
                  obligations under this Agreement.

(b)      TERMINATION EVENTS. The occurrence at any time with respect to a party
         or, if applicable, any Credit Support Provider of such party or any
         Specified Entity of such party of any event specified below constitutes
         an Illegality if the event is specified in (i) below, a Tax Event if
         the event is specified in (ii) below or a Tax Event Upon Merger if the
         event is specified in (iii) below, and, if specified to be applicable,
         a Credit Event


                                                                  6 ISDA(R) 1992


<PAGE>   7



Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:--

         (i)      ILLEGALITY. Due to the adoption of, or any change in, any
                  applicable law after the date on which a Transaction is
                  entered into, or due to the promulgation of, or any change in,
                  the interpretation by any court, tribunal or regulatory
                  authority with competent jurisdiction of any applicable law
                  after such date, it becomes unlawful (other than as a result
                  of a breach by the party of Section 4(b)) for such party
                  (which will be the Affected Party):--

                  (1) to perform any absolute or contingent obligation to make a
                  payment or delivery or to receive a payment or delivery in
                  respect of such Transaction or to comply with any other
                  material provision of this Agreement relating to such
                  Transaction; or

                  (2) to perform, or for any Credit Support Provider of such
                  party to perform, any contingent or other obligation which the
                  party (or such Credit Support Provider) has under any Credit
                  Support Document relating to such Transaction;

         (ii)     TAX EVENT. Due to (x) any action taken by a taxing authority,
                  or brought in a court of competent jurisdiction, on or after
                  the date on which a Transaction is entered into (regardless of
                  whether such action is taken or brought with respect to a
                  party to this Agreement) or (y) a Change in Tax Law, the party
                  (which will be the Affected Party) will, or there is a
                  substantial likelihood that it will, on the next succeeding
                  Scheduled Payment Date (1) be required to pay to the other
                  party an additional amount in respect of an Indemnifiable Tax
                  under Section 2(d)(i)(4) (except in respect of interest under
                  Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from
                  which an amount is required to be deducted or withheld for or
                  on account of a Tax (except in respect of interest under
                  Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is
                  required to be paid in respect of such Tax under Section
                  2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or
                  (B)).

         (iii)    TAX EVENT UPON MERGER. The party (the "Burdened Party") on the
                  next succeeding Scheduled Payment Date will either (1) be
                  required to pay an additional amount in respect of an
                  Indemnifiable Tax under Section 2(d)(i)(4) (except in respect
                  of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2)
                  receive a payment from which an amount has been deducted or
                  withheld for or on account of any Indemnifiable Tax in respect
                  of which the other party is not required to pay an additional
                  amount (other than by reason of Section 2(d)(i)(4)(A) or (B)),
                  in either case as a result of a party consolidating or
                  amalgamating with, or merging with or into, or transferring
                  all or substantially all its assets to, another entity (which
                  will be the Affected Party) where such action does not
                  constitute an event described in Section 5(a)(viii);

         (iv) CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is
         specified in the Schedule as applying to the party, such party ("X"),
         any Credit Support Provider of X or any applicable Specified Entity of
         X consolidates or amalgamates with, or merges with or into, or
         transfers all or substantially all its assets to, another entity and
         such action does not constitute an event described in Section
         5(a)(viii) but the creditworthiness of the resulting, surviving or
         transferee entity is materially weaker than that of X, such Credit
         Support Provider or such Specified Entity, as the case may be,
         immediately prior to such action (and, in such event, X or its
         successor or transferee, as appropriate, will be the Affected Party);
         or

         (v) ADDITIONAL TERMINATION EVENT. If any "Additional Termination Event"
         is specified in the Schedule or any Confirmation as applying, the
         occurrence of such event (and, in such event, the Affected Party or
         Affected Parties shall be as specified for such Additional Termination
         Event in the Schedule or such Confirmation).

(c)      EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which
         would otherwise constitute or give rise to an Event of Default also
         constitutes an Illegality, it will be treated as an Illegality and will
         not constitute an Event of Default.


                                                                  7 ISDA(R) 1992


<PAGE>   8



6.       EARLY TERMINATION

(a)      RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event
         of Default with respect to a party (the "Defaulting Party") has
         occurred and is then continuing, the other party (the "Non-defaulting
         Party") may, by not more than 20 days notice to the Defaulting Party
         specifying the relevant Event of Default, designate a day not earlier
         than the day such notice is effective as an Early Termination Date in
         respect of all outstanding Transactions. If, however. "Automatic Early
         Termination" is specified in the Schedule as applying to a party, then
         an Early Termination Date in respect of all outstanding Transactions
         will occur immediately upon the occurrence with respect to such party
         of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6)
         or, to the extent analogous thereto, (8), and as of the time
         immediately preceding the institution of the relevant proceeding or the
         presentation of the relevant petition upon the occurrence with respect
         to such party of an Event of Default specified in Section 5(a)(vii)(4)
         or, to the extent analogous thereto, (8).

(b)      RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

         (i) NOTICE. If a Termination Event occurs, an Affected Party will,
         promptly upon becoming aware of it, notify the other party, specifying
         the nature of that Termination Event and each Affected Transaction and
         will also give such other information about that Termination Event as
         the other party may reasonably require.

         (ii) TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality under
         Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
         Party, or if a Tax Event Upon Merger occurs and the Burdened Party is
         the Affected Party, the Affected Party will, as a condition to its
         right to designate an Early Termination Date under Section 6(b)(iv),
         use all reasonable efforts (which will not require such party to incur
         a loss, excluding immaterial, incidental expenses) to transfer within
         20 days after it gives notice under Section 6(b)(i) all its rights and
         obligations under this Agreement in respect of the Affected
         Transactions to another of its Offices or Affiliates so that such
         Termination Event ceases to exist.

         If the Affected Party is not able to make such a transfer it will give
         notice to the other party to that effect within such 20 day period,
         whereupon the other party may effect such a transfer within 30 days
         after the notice is given under Section 6(b)(i).

         Any such transfer by a party under this Section 6(b)(ii) will be
         subject to and conditional upon the prior written consent of the other
         party, which consent will not be withheld if such other party's
         policies in effect at such time would permit it to enter into
         transactions with the transferee on the terms proposed.

         (iii) TWO AFFECTED PARTIES. If an Illegality under Section 5(b)(i)(1)
         or a Tax Event occurs and there are two Affected Parties, each party
         will use all reasonable efforts to reach agreement within 30 days after
         notice thereof is given under Section 6(b)(i) on action to avoid that
         Termination Event.

         (iv) RIGHT TO TERMINATE. If:--

                  (1) a transfer under Section 6(b)(ii) or an agreement under
                  Section 6(b)(iii), as the case may be, has not been effected
                  with respect to all Affected Transactions within 30 days after
                  an Affected Party gives notice under Section 6(b)(i); or

                  (2) an Illegality under Section 5(b)(i)(2), a Credit Event
                  Upon Merger or an Additional Termination Event occurs, or a
                  Tax Event Upon Merger occurs and the Burdened Party is not the
                  Affected Party,

either party in the case of an Illegality, the Burdened Party in the case of a
Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an
Additional Termination Event if there is more than one Affected Party, or the
party which is not the Affected Party in the case of a Credit Event Upon Merger
or an Additional Termination Event if there is only one Affected Party may, by
not more than 20 days notice to the other party and provided that the relevant
Termination Event is then


                                                                  8 ISDA(R) 1992


<PAGE>   9



                  continuing, designate a day not earlier than the day such
                  notice is effective As an Early Termination Date in respect of
                  all Affected Transactions.

(c)      EFFECT OF DESIGNATION.

         (i) If notice designating an Early Termination Date is given under
         Section 6(a) or (b), the Early Termination Date will occur on the date
         so designated, whether or not the relevant Event of Default or
         Termination Event is then continuing.

         (ii) Upon the occurrence or effective designation of an Early
         Termination Date, no further payments or deliveries under Section
         2(a)(i) or 2(e) in respect of the Terminated Transactions will be
         required to be made, but without prejudice to the other provisions of
         this Agreement. The amount, if any, payable in respect of an Early
         Termination Date shall be determined pursuant to Section 6(e).

(d)      CALCULATIONS.

         (i) STATEMENT. On or as soon as reasonably practicable following the
         occurrence of an Early Termination Date. each party will make the
         calculations on its part, if any, contemplated by Section 6(e) and will
         provide to the other party a statement (1) showing, in reasonable
         detail, such calculations (including all relevant quotations and
         specifying any amount payable under Section 6(e)) and (2) giving
         details of the relevant account to which any amount payable to it is to
         be paid. In the absence of written confirmation from the source of a
         quotation obtained in determining a Market Quotation, the records of
         the party obtaining such quotation will be conclusive evidence of the
         existence and accuracy of such quotation.

         (ii) PAYMENT DATE. An amount calculated as being due in respect of any
         Early Termination Date under Section 6(e) will be payable on the day
         that notice of the amount payable is effective (in the case of an Early
         Termination Date which is designated or occurs as a result of an Event
         of Default) and on the day which is two Local Business Days after the
         day on which notice of the amount payable is effective (in the case of
         an Early Termination Date which is designated as a result of a
         Termination Event). Such amount will be paid together with (to the
         extent permitted under applicable law) interest thereon (before as well
         as after judgment) in the Termination Currency, from (and including)
         the relevant Early Termination Date to (but excluding) the date such
         amount is paid, at the Applicable Rate. Such interest will be
         calculated on the basis of daily compounding and the actual number of
         days elapsed.

(e)      PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the
         following provisions shall apply based on the parties' election in the
         Schedule of a payment measure, either "Market Quotation" or "Loss", and
         a payment method, either the "First Method" or the "Second Method". If
         the parties fail to designate a payment measure or payment method in
         the Schedule, it will be deemed that "Market Quotation" or the "Second
         Method", as the case may be, shall apply. The amount, if any, payable
         in respect of an Early Termination Date and determined pursuant to this
         Section will be subject to any Set-off.

         (i)      EVENTS OF DEFAULT. If the Early Termination Date results from
                  an Event of Default:--

                  (1) FIRST METHOD AND MARKET QUOTATION. If the First Method and
                  Market Quotation apply, the Defaulting Party will pay to the
                  Non-defaulting Party the excess, if a positive number, of (A)
                  the sum of the Settlement Amount (determined by the
                  Non-defaulting Party) in respect of the Terminated
                  Transactions and the Termination Currency Equivalent of the
                  Unpaid Amounts owing to the Non-defaulting Party over (B) the
                  Termination Currency Equivalent of the Unpaid Amounts owing to
                  the Defaulting Party.

                  (2) FIRST METHOD AND LOSS. If the First Method and Loss apply,
                  the Defaulting Party will pay to the Non-defaulting Party, if
                  a positive number, the Non-defaulting Party's Loss in respect
                  of this Agreement.

                  (3) SECOND METHOD AND MARKET QUOTATION. If the Second Method
                  and Market Quotation apply, an amount will be payable equal to
                  (A) the sum of the Settlement Amount (determined by the


                                                                  9 ISDA(R) 1992


<PAGE>   10



                  Non-defaulting Party) in respect of the Terminated
                  Transactions and the Termination Currency Equivalent of the
                  Unpaid Amounts owing to the Non-defaulting Party less (B) the
                  Termination Currency Equivalent of the Unpaid Amounts owing to
                  the Defaulting Party. If that amount is a positive number, the
                  Defaulting Party will pay it to the Non-defaulting Party: if
                  it is a negative number, the Non-defaulting Party will pay the
                  absolute value of that amount to the Defaulting Party.

                  (4) SECOND METHOD AND LOSS. If the Second Method and Loss
                  apply, an amount will be payable equal to the Non-defaulting
                  Party's Loss in respect of this Agreement. If that amount is a
                  positive number, the Defaulting Party will pay it to the
                  Non-defaulting Party: if it is a negative number, the
                  Non-defaulting Party will pay the absolute value of that
                  amount to the Defaulting Party.

         (ii) TERMINATION EVENTS. If the Early Termination Date results from a
         Termination Event:--

                  (1)      ONE AFFECTED PARTY. If there is one Affected Party,
                           the amount payable will be determined in accordance
                           with Section 6(c)(i)(3), if Market Quotation applies,
                           or Section 6(e)(i)(4), if Loss applies, except that,
                           in either case, references to the Defaulting Party
                           and to the Non-defaulting Party will be deemed to be
                           references to the Affected Party and the party which
                           is not the Affected Party, respectively, and, if Loss
                           applies and fewer than all the Transactions are being
                           terminated, Loss shall be calculated in respect of
                           all Terminated Transactions.

                  (2)      TWO AFFECTED PARTIES. If there are two Affected
                           Parties:

                           (A) if Market Quotation applies, each party will
                           determine a Settlement Amount in respect of the
                           Terminated Transactions, and an amount will be
                           payable equal to (I) the sum of (a) one-half of the
                           difference between the Settlement Amount of the party
                           with the higher Settlement Amount ("X") and the
                           Settlement Amount of the party with the lower
                           Settlement Amount ("Y") and (b) the Termination
                           Currency Equivalent of the Unpaid Amounts owing to X
                           less (II) the Termination Currency Equivalent of the
                           Unpaid Amounts owing to Y; and


                           (B) if Loss applies, each party will determine its
                           Loss in respect of this Agreement (or, if fewer than
                           all the Transactions are being terminated, in respect
                           of all Terminated Transactions) and an amount will be
                           payable equal to one-half of the difference between
                           the Loss of the party with the higher Loss ("X") and
                           the Loss of the party with the lower Loss ("Y").

               If the amount payable is a positive number, Y will pay it to X;
               if it is a negative number, X will pay the absolute value of that
               amount to Y.

         (iii) ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early
         Termination Date occurs because "Automatic Early Termination" applies
         in respect of a party, the amount determined under this Section 6(e)
         will be subject to such adjustments as are appropriate and permitted by
         law to reflect any payments or deliveries made by one party to the
         other under this Agreement (and retained by such other party) during
         the period from the relevant Early Termination Date to the date for
         payment determined under Section 6(d)(ii).

         (iv) PRE-ESTIMATE. The parties agree that if Market Quotation applies
         an amount recoverable under this Section 6(e) is a reasonable
         pre-estimate of loss and not a penalty. Such amount is payable for the
         loss of bargain and the loss of protection against future risks and
         except as otherwise provided in this Agreement neither party will be
         entitled to recover any additional damages as a consequence of such
         losses.


                                                                 10 ISDA(R) 1992


<PAGE>   11



7.       TRANSFER

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that: --

(a)      a party may make such a transfer of this Agreement pursuant to a
         consolidation or amalgamation with, or merger with or into, or transfer
         of all or substantially all its assets to, another entity (but without
         prejudice to any other right or remedy under this Agreement); and

(b)      a party may make such a transfer of all or any part of its interest in
         any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.       CONTRACTUAL CURRENCY

(a)      PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement
         will be made in the relevant currency specified in this Agreement for
         that payment (the "Contractual Currency"). To the extent permitted by
         applicable law, any obligation to make payments under this Agreement in
         the Contractual Currency will not be discharged or satisfied by any
         tender in any currency other than the Contractual Currency, except to
         the extent such tender results in the actual receipt by the party to
         which payment is owed, acting in a reasonable manner and in good faith
         in converting the currency so tendered into the Contractual Currency,
         of the full amount in the Contractual Currency of all amounts payable
         in respect of this Agreement. If for any reason the amount in the
         Contractual Currency so received falls short of the amount in the
         Contractual Currency payable in respect of this Agreement, the party
         required to make the payment will, to the extent permitted by
         applicable law, immediately pay such additional amount in the
         Contractual Currency as may be necessary to compensate for the
         shortfall. If for any reason the amount in the Contractual Currency so
         received exceeds the amount in the Contractual Currency payable in
         respect of this Agreement, the party receiving the payment will refund
         promptly the amount of such excess.

(b)      JUDGMENTS. To the extent permitted by applicable law, if any judgment
         or order expressed in a currency other than the Contractual Currency is
         rendered (i) for the payment of any amount owing in respect of this
         Agreement, (ii) for the payment of any amount relating to any early
         termination in respect of this Agreement or (iii) in respect of a
         judgment or order of another court for the payment of any amount
         described in (i) or (ii) above, the party seeking recovery, after
         recovery in full of the aggregate amount to which such party is
         entitled pursuant to the judgment or order, will be entitled to receive
         immediately from the other party the amount of any shortfall of the
         Contractual Currency received by such party as a consequence of sums
         paid in such other currency and will refund promptly to the other party
         any excess of the Contractual Currency received by such party as a
         consequence of sums paid in such other currency if such shortfall or
         such excess arises or results from any variation between the rate of
         exchange at which the Contractual Currency is converted into the
         currency of the judgment or order for the purposes of such judgment or
         order and the rate of exchange at which such party is able, acting in a
         reasonable manner and in good faith in converting the currency received
         into the Contractual Currency, to purchase the Contractual Currency
         with the amount of the currency of the judgment or order actually
         received by such party. The term "rate of exchange" includes, without
         limitation, any premiums and costs of exchange payable in connection
         with the purchase of or conversion into the Contractual Currency.

(c)      SEPARATE INDEMNITIES. To the extent permitted by applicable law, these
         indemnities constitute separate and independent obligations from the
         other obligations in this Agreement, will be enforceable as separate
         and independent causes of action, will apply notwithstanding any
         indulgence granted by the party to which any payment is owed and will
         not be affected by judgment being obtained or claim or proof being made
         for any other sums payable in respect of this Agreement.

(d)      EVIDENCE OF LOSS. For the purpose of this Section 8, it will be
         sufficient for a party to demonstrate that it would have suffered a
         loss had an actual exchange or purchase been made.


                                                                 11 ISDA(R) 1992


<PAGE>   12



9.       MISCELLANEOUS

(a)      ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
         understanding of the parties with respect to its subject matter and
         supersedes all oral communication and prior writings with respect
         thereto.

(b)      AMENDMENTS. No amendment, modification or waiver in respect of this
         Agreement will be effective unless in writing (including a writing
         evidenced by a facsimile transmission) and executed by each of the
         parties or confirmed by an exchange of telexes or electronic messages
         on an electronic messaging system.

(c)      SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
         6(c)(ii), the obligations of the parties under this Agreement will
         survive the termination of any Transaction.

(d)      REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
         powers, remedies and privileges provided in this Agreement are
         cumulative and not exclusive of any rights, powers, remedies and
         privileges provided by law.

(e)      COUNTERPARTS AND CONFIRMATIONS.

         (i) This Agreement (and each amendment, modification and waiver in
         respect of it) may be executed and delivered in counterparts (including
         by facsimile transmission), each of which will be deemed an original.

         (ii) The parties intend that they are legally bound by the terms of
         each Transaction from the moment they agree to those terms (whether
         orally or otherwise). A Confirmation shall be entered into as soon as
         practicable and may be executed and delivered in counterparts
         (including by facsimile transmission) or be created by an exchange of
         telexes or by an exchange of electronic messages on an electronic
         messaging system, which in each case will be sufficient for all
         purposes to evidence a binding supplement to this Agreement. The
         parties will specify therein or through another effective means that
         any such counterpart, telex or electronic message constitutes a
         Confirmation.

(f)      NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power
         or privilege in respect of this Agreement will not be presumed to
         operate as a waiver, and a single or partial exercise of any right,
         power or privilege will not be presumed to preclude any subsequent or
         further exercise, of that right, power or privilege or the exercise of
         any other right, power or privilege.

(g)      HEADINGS. The headings used in this Agreement are for convenience of
         reference only and are not to affect the construction of or to be taken
         into consideration in interpreting this Agreement.

10.      OFFICES; MULTIBRANCH PARTIES

(a)      If Section 10(a) is specified in the Schedule as applying, each party
         that enters into a Transaction through an Office other than its head or
         home office represents to the other party that, notwithstanding the
         place of booking office or jurisdiction of incorporation or
         organisation of such party, the obligations of such party are the same
         as if it had entered into the Transaction through its head or home
         office. This representation will be deemed to be repeated by such party
         on each date on which a Transaction is entered into.

(b)      Neither party may change the Office through which it makes and receives
         payments or deliveries for the purpose of a Transaction without the
         prior written consent of the other party.

(c)      If a party is specified as a Multibranch Party in the Schedule, such
         Multibranch Party may make and receive payments or deliveries under any
         Transaction through any Office listed in the Schedule, and the Office
         through which it makes and receives payments or deliveries with respect
         to a Transaction will be specified in the relevant Confirmation.

11.      EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document

                                                                 12 ISDA(R) 1992


<PAGE>   13



to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, costs of collection.

12.      NOTICES

(a)      EFFECTIVENESS. Any notice or other communication in respect of this
         Agreement may be given in any manner set forth below (except that a
         notice or other communication under Section 5 or 6 may not be given by
         facsimile transmission or electronic messaging system) to the address
         or number or in accordance with the electronic messaging system details
         provided (see the Schedule) and will be deemed effective as
         indicated:--

         (i) if in writing and delivered in person or by courier, on the date it
         is delivered;

         (ii) if sent by telex, on the date the recipient's answerback is
         received:

         (iii) if sent by facsimile transmission, on the date that transmission
         is received by a responsible employee of the recipient in legible form
         (it being agreed that the burden of proving receipt will be on the
         sender and will not be met by a transmission report generated by the
         sender's facsimile machine);

         (iv) if sent by certified or registered mail (airmail, if overseas) or
         the equivalent (return receipt requested), on the date that mail is
         delivered or its delivery is attempted; or

         (v) if sent by electronic messaging system, on the date that electronic
         message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)      CHANGE OF ADDRESSES. Either party may by notice to the other change the
         address, telex or facsimile number or electronic messaging system
         details at which notices or other communications are to be given to it.

13.      GOVERNING LAW AND JURISDICTION

(a)      GOVERNING LAW. This Agreement will be governed by and construed in
         accordance with the law specified in the Schedule.

(b)      JURISDICTION. With respect to any suit, action or proceedings relating
         to this Agreement ("Proceedings"), each party irrevocably:--

         (i) submits to the jurisdiction of the English courts, if this
         Agreement is expressed to be governed by English law, or to the
         non-exclusive jurisdiction of the courts of the State of New York and
         the United States District Court located in the Borough of Manhattan in
         New York City, if this Agreement is expressed to be governed by the
         laws of the State of New York; and

         (ii) waives any objection which it may have at any time to the laying
         of venue of any Proceedings brought in any such court, waives any claim
         that such Proceedings have been brought in an inconvenient forum and
         further waives the right to object, with respect to such Proceedings,
         that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)      SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent
         (if any) specified opposite its name in the Schedule to receive, for it
         and on its behalf, service of process in any Proceedings. If for any


                                                                 13 ISDA(R) 1992


<PAGE>   14



reason any party's Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute process
agent acceptable to the other party. The parties irrevocably consent to service
of process given in the manner provided for notices in Section 12. Nothing in
this Agreement will affect the right of either party to serve process in any
other manner permitted by law.

(d)      WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest
         extent permitted by applicable law, with respect to itself and its
         revenues and assets (irrespective of their use or intended use), all
         immunity on the grounds of sovereignty or other similar grounds from
         (i) suit, (ii) jurisdiction of any court, (iii) relief by way of
         injunction, order for specific performance or for recovery of property,
         (iv) attachment of its assets (whether before or after judgment) and
         (v) execution or enforcement of any judgment to which it or its
         revenues or assets might otherwise be entitled in any Proceedings in
         the courts of any jurisdiction and irrevocably agrees, to the extent
         permitted by applicable law, that it will not claim any such immunity
         in any Proceedings.

14.      DEFINITIONS

As used in this Agreement:--

"ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

"AFFECTED PARTY" has the meaning specified in Section 5(b).

"AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"AFFILIATE" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"APPLICABLE RATE" means:

(a)      in respect of obligations payable or deliverable (or which would have
         been but for Section 2(a)(iii)) by a Defaulting Party, the Default
         Rate;

(b)      in respect of an obligation to pay an amount under Section 6(e) of
         either party from and after the date (determined in accordance with
         Section 6(d)(ii)) on which that amount is payable, the Default Rate:

(c)      in respect of all other obligations payable or deliverable (or which
         would have been but for Section 2(a)(iii)) by a Non-defaulting Party,
         the Non-default Rate; and

(d)      in all other cases, the Termination Rate.

"BURDENED PARTY" has the meaning specified in Section 5(b).

"CHANGE IN TAX LAW" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any Law) that occurs on or after the date on which the
relevant Transaction is entered into.

"CONSENT" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

"CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified as
such in this Agreement.

"CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

"DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

                                                                 14 ISDA(R) 1992


<PAGE>   15



"DEFAULTING PARTY" has the meaning specified in Section 6(a).

"EARLY TERMINATION DATE" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"ILLEGALITY" has the meaning specified in Section 5(b).

"INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organised, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).

"LAW" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"LAWFUL" and "UNLAWFUL" will be construed accordingly.

"LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"MARKET QUOTATION" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have


                                                                 15 ISDA(R) 1992


<PAGE>   16



been required after that date. For this purpose, Unpaid Amounts in respect of
the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is to
be included. The Replacement Transaction would be subject to such documentation
as such party and the Reference Market-maker may, in good faith, agree. The
party making the determination (or its agent) will request each Reference
Market-maker to provide its quotation to the extent reasonably practicable as of
the same day and time (without regard to different time zones) on or as soon as
reasonably practicable after the relevant Early Termination Date. The day and
time as of which those quotations are to be obtained will be selected in good
faith by the party obliged to make a determination under Section 6(e), and, if
each party is so obliged, after consultation with the other. If more than three
quotations are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values. If exactly three such quotations are provided, the Market Quotation will
be the quotation remaining after disregarding the highest and lowest quotations.
For this purpose, if more than one quotation has the same highest value or
lowest value. then one of such quotations shall be disregarded. If fewer than
three quotations are provided, it will be deemed that the Market Quotation in
respect of such Terminated Transaction or group of Terminated Transactions
cannot be determined.

"NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

"OFFICE" means a branch or office of a party, which may be such party's head or
home office.

"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"SET-OFF" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination
Date, the sum of:--

(a)      the Termination Currency Equivalent of the Market Quotations (whether
         positive or negative) for each Terminated Transaction or group of
         Terminated Transactions for which a Market Quotation is determined; and

(b)      such party's Loss (whether positive or negative and without reference
         to any Unpaid Amounts) for each Terminated Transaction or group of
         Terminated Transactions for which a Market Quotation cannot be
         determined or would not (in the reasonable belief of the party making
         the determination) produce a commercially reasonable result.

"SPECIFIED ENTITY" has the meaning specified in the Schedule.

                                                                 16 ISDA(R) 1992


<PAGE>   17



"SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"STAMP TAX" means any stamp, registration, documentation or similar tax.

"TAX" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"TAX EVENT" has the meaning specified in Section 5(b).

"TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

"TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"TERMINATION CURRENCY" has the meaning specified in the Schedule.

"TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market


                                                                 17 ISDA(R) 1992


<PAGE>   18



value of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or would
have been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above
shall be reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obliged, it shall be the average of
the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION     CRAFTMADE INTERNATIONAL, INC.
            (Name of Party)                       (Name of Party)

By:  /s/ STEVE SHIPLEY                        By:  /s/ JAMES R. RIDINGS
     -----------------------                       -----------------------------
     Name:  Steve Shipley                          Name:
     Title:   Vice President                       Title:
     Date:                                         Date:


                                              DUROCRAFT INTERNATIONAL, INC.

                                              By:  /s/ JAMES R. RIDINGS
                                                   -----------------------------
                                                   Name:
                                                   Title:
                                                   Date:


                                              TRADE SOURCE INTERNATIONAL, INC.

                                              By:  /s/ JAMES R. RIDINGS
                                                   -----------------------------
                                                   Name:
                                                   Title
                                                   Date:


                                                                 18 ISDA(R) 1992


<PAGE>   19
(MULTICURRENCY-CROSS BORDER)
                                                                  EXECUTION COPY


                        SCHEDULE TO THE MASTER AGREEMENT
                        DATED AS OF JUNE 17, 1999 BETWEEN
              CHASE BANK OF TEXAS, NATIONAL ASSOCIATION ("PARTY A")
                                       AND
        CRAFTMADE INTERNATIONAL, INC., DUROCRAFT INTERNATIONAL, INC. AND
        TRADE SOURCE INTERNATIONAL, INC., AS JOINT AND SEVERAL OBLIGORS
                           (COLLECTIVELY, "PARTY B")


            PART 1: TERMINATION PROVISIONS AND CERTAIN OTHER MATTERS


         (a) "SPECIFIED ENTITY" means, in relation to Party A, for the purpose
of:

                  SECTION 5(a)(v), none;

                  SECTION 5(a)(vi), none;

                  SECTION 5(a)(vii), none; and

                  SECTION 5(b)(iv), none;

         and, in relation to Party B, for the purpose of:

                  SECTION 5(a)(v), any Affiliate of Party B;

                  SECTION 5(a)(vi), none;

                  SECTION 5(a)(vii), C/D/R Incorporated; and

                  SECTION 5(b)(iv), none.

         (b) "SPECIFIED TRANSACTION" will have the meaning specified in Section
14.

         (c) The "CROSS-DEFAULT" provisions of Section 5(a)(vi) will not apply
to Party A. The "CROSS-DEFAULT" provisions of Section 5(a)(vi) will apply to
Party B. In connection therewith, "SPECIFIED INDEBTEDNESS" will have the meaning
specified in Section 14, and "THRESHOLD AMOUNT" means USD$100,000.

<PAGE>   20

         (d) The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will
not apply to Party A. The "CREDIT EVENT UPON MERGER" provisions of Section
5(b)(iv) will apply to Party B.

         (e) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will
not apply to Party A or Party B.

         (f) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e):

                  (i)  Loss will apply.

                  (ii) The Second Method will apply.

         (g) "TERMINATION CURRENCY" means United States Dollars.

         (h) ADDITIONAL TERMINATION EVENT. It shall constitute an Additional
Termination Event under this Agreement if at any time the Credit Agreement (as
defined in Part 5(j) hereof) shall be terminated. For purposes of this
Additional Termination Event, Party B shall be the Affected Party.


                           PART 2: TAX REPRESENTATIONS

                                 Not applicable.


                     PART 3: AGREEMENT TO DELIVER DOCUMENTS

For the purpose of Sections 4(a)(i) and (iii) of this Agreement, each party
agrees to deliver the following documents, as applicable:

         (a) Tax forms, documents or certificates to be delivered are: none.


<PAGE>   21


         (b) Other documents to be delivered are:

<TABLE>
<CAPTION>
  PARTY REQUIRED                     FORM/                         DATE BY                      COVERED BY
    TO DELIVER                     DOCUMENT/                     WHICH TO BE                   SECTION 3(d)
     DOCUMENT                     CERTIFICATE                     DELIVERED                   REPRESENTATION
     --------                     -----------                     ---------                   --------------
<S>                     <C>                                <C>                               <C>

Party B                 Opinion of counsel satisfactory    Upon execution and delivery              No
                        to Party A substantially in the    of this Agreement
                        form of Exhibit I hereto

Party B                 Certified copies of all            Upon execution and delivery              Yes
                        corporate authorizations and any   of this Agreement
                        other documents with respect to
                        the execution, delivery and
                        performance of this Agreement

Party B                 Certificate of authority and       Upon execution and delivery              Yes
                        specimen signatures of             of this Agreement and
                        individuals executing this         thereafter upon request of
                        Agreement and Confirmations        Party A
</TABLE>




                              PART 4: MISCELLANEOUS


         (a) ADDRESS FOR NOTICES. For the purpose of Section 12(a) of this
Agreement:

Address for notice or communications to Party A:

Any notice shall be delivered to the address or facsimile or telex number
specified below:



<PAGE>   22



         Chase Bank of Texas, National Association
         Attention: Derivatives Desk
         707 Travis
         Houston, Texas 77002
         Facsimile No.: (713) 216-6977

Address for notice or communications to Party B:

         Craftmade International, Inc.
         Durocraft International, Inc.
         Trade Source International, Inc.
         Attention:  Ken Cancienne
         650 S. Royal Lane, Suite 100
         Coppell, Texas 75019
         Facsimile No.: (972) 304-3754

         (b) PROCESS AGENT. For the purpose of Section 13(c):

         Party A appoints as its Process Agent:  Not applicable.
         Party B appoints as its Process Agent:  Not applicable.

         (c) OFFICES. The provisions of Section 10(a) will apply to this
Agreement.

         (d) MULTIBRANCH PARTY. For the purpose of Section 10 of this Agreement:

         Party A is not a Multibranch Party.

         Party B is not a Multibranch Party.

         (e) CALCULATION AGENT. The Calculation Agent is Party A, unless
otherwise specified in a Confirmation in relation to the relevant Transaction.

         (f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:
with respect to Party B, the Craftmade Security Agreement, Durocraft Security
Agreement, Trade Source Security Agreement and Stock Pledge Agreement delivered
pursuant to the Credit Agreement shall each constitute a Credit Support Document
hereunder.

         (g) CREDIT SUPPORT PROVIDER. Credit Support Provider means, in relation
to either party, not applicable.

         (h) GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (WITHOUT REFERENCE TO CHOICE OF
LAW DOCTRINE).


<PAGE>   23

         (i) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) will not
apply to any Transaction unless specified in the relevant Confirmation.

         (j) "AFFILIATE" will have the meaning specified in Section 14 of this
Agreement.



                            PART 5: OTHER PROVISIONS

         (a) SET-OFF. Any amount (the "Early Termination Amount") payable to one
party (the "Payee") by the other party (the "Payer") under Section 6(e), in
circumstances where there is a Defaulting Party or one Affected Party in the
case where a Termination Event under Section 5(b)(iv) has occurred, will, at the
option of the party ("X") other than the Defaulting Party or the Affected Party
(and without prior notice to the Defaulting Party or the Affected Party), be
reduced by its set-off against any amount(s) (the "Other Agreement Amount")
payable (whether at such time or in the future or upon the occurrence of a
contingency) by the Payee to the Payer (irrespective of the currency, place of
payment or booking office of the obligation) under any other agreement(s)
between the Payee and the Payer or instrument(s) or undertaking(s) issued or
executed by one party to, or in favor of, the other party (and the Other
Agreement Amount will be discharged promptly and in all respects to the extent
it is so set-off). X will give notice to the other party of any set-off effected
under this section.

For this purpose, either the Early Termination Amount or the Other Agreement
Amount (or the relevant portion of such amounts) may be converted by X into the
currency in which the other is denominated at the rate of exchange at which such
party would be able, acting in a reasonable manner and in good faith, to
purchase the relevant amount of such currency.

If an obligation is unascertained, X may in good faith estimate that obligation
and set-off in respect of the estimate, subject to the relevant party accounting
to the other when the obligation is ascertained.

Nothing in this section shall be effective to create a charge or other security
interest. This section shall be without prejudice and in addition to any right
of set-off, combination of accounts, lien or other right to which any party is
at any time otherwise entitled (whether by operation of law, contract or
otherwise).

         (b) EXCHANGE OF CONFIRMATIONS. For each Transaction entered into
hereunder, Party A shall promptly send to Party B a Confirmation via facsimile
transmission. Party B agrees to respond to such Confirmation within 10 Business
Days, either confirming agreement thereto or requesting a correction of any
error(s) contained therein. Failure by Party B to respond within such period
shall not affect the validity or enforceability of such Transaction and shall be
deemed to be an affirmation of the terms contained in such Confirmation, absent
manifest error. The parties agree that any such exchange of facsimile
transmissions shall constitute a Confirmation for all purposes hereunder.

<PAGE>   24

         (c) RELATIONSHIP BETWEEN PARTIES. The following representation shall be
added as a new Section 3(g) of this Agreement:

         "(g) RELATIONSHIP BETWEEN PARTIES. Each party will be deemed to
represent to the other party on the date on which it enters into a Transaction
that (absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):

                  (i) NON-RELIANCE. It is acting for its own account, and it has
         made its own independent decisions to enter into that Transaction and
         as to whether that Transaction is appropriate or proper for it based
         upon its own judgment and upon advice from such advisers as it has
         deemed necessary. It is not relying on any communication (written or
         oral) of the other party as investment advice or as a recommendation to
         enter into that Transaction; it being understood that information and
         explanations related to the terms and conditions of a Transaction shall
         not be considered investment advice or a recommendation to enter into
         that Transaction. No communication (written or oral) received from the
         other party shall be deemed to be an assurance or guarantee as to the
         expected results of that Transaction.

                  (ii) ASSESSMENT AND UNDERSTANDING. It is capable of assessing
         the merits of and understanding (on its own behalf or through
         independent professional advice), and understands and accepts, the
         terms, conditions and risks of that Transaction. It is also capable of
         assuming, and assumes, the risks of that Transaction.

                  (iii) STATUS OF PARTIES. The other party is not acting as a
         fiduciary for or an adviser to it in respect of that Transaction."

         (d) WAIVER OF RIGHT TO TRIAL BY JURY. Each party recognizes that, in
matters related to this Agreement or any Transaction, either party may be
entitled to a trial in which matters of fact are determined by a jury (as
opposed to a trial in which such matters are determined by a judge). By
execution of this Agreement, each party will give up its respective rights to
trial by jury, and each party has carefully considered the consequences of
signing this Agreement and has consulted with its respective attorneys. Each
party acknowledges that this waiver is entered into to avoid delays, minimize
trial expense, and streamline the legal proceedings in order to accomplish a
quick resolution of claims arising under or in conjunction with this Agreement
or any Transaction. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, EACH PARTY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION ARISING UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY TRANSACTION HEREUNDER.

         (e) FURTHER REPRESENTATIONS. Each party represents to the other party
(which representation will be deemed to be repeated on each date on which a
Transaction is entered into) that it is an "eligible swap participant" as such
term is defined in Part 35 of Chapter I of Title 17 of

<PAGE>   25

the Code of Federal Regulations, promulgated by the Commodity Futures Trading
Commission, entitled "Exemption of Swap Agreements".

         (f) JURISDICTION. Section 13(b) of this Agreement is hereby restated as
follows:

                  (b) JURISDICTION. WITH RESPECT TO ANY CLAIM ARISING OUT OF
THIS AGREEMENT, (A) EACH PARTY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF TEXAS AND THE UNITED STATES DISTRICT
COURT LOCATED IN HOUSTON, HARRIS COUNTY, TEXAS; AND (B) EACH PARTY IRREVOCABLY
WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY
SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT BROUGHT
IN ANY SUCH COURT, IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM,
AND IRREVOCABLY WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH CLAIM, SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT, THAT SUCH COURT DOES NOT HAVE
JURISDICTION OVER SUCH PARTY.

         (g) TELEPHONIC RECORDING. Each party (i) consents to the recording of
the telephone conversations of trading and marketing personnel of the parties
and their Affiliates in connection with this Agreement or any potential
Transaction and (ii) agrees to obtain any necessary consent of, and give notice
of such recording to, such personnel of it and its Affiliates.

         (h) USURY NOT INTENDED; SAVINGS PROVISIONS. Notwithstanding any
provision to the contrary contained in this Agreement, it is expressly provided
that in no case or event shall the aggregate of any amounts accrued or paid
pursuant to this Agreement which under applicable laws are or may be deemed to
constitute interest ever exceed the maximum nonusurious interest rate permitted
by applicable Texas or federal laws, whichever permit the higher rate. In this
connection, Party A and Party B stipulate and agree that it is their common and
overriding intent to contract in strict compliance with applicable usury laws.
In furtherance thereof, none of the terms of this Agreement shall ever be
construed to create a contract to pay, as consideration for the use, forbearance
or detention of money, interest at a rate in excess of the maximum rate
permitted by applicable laws. Neither party shall ever be liable for interest in
excess of the maximum rate permitted by applicable laws. If, for any reason
whatsoever, such interest paid or received during the full term of the
applicable indebtedness produces a rate which exceeds the maximum rate permitted
by applicable laws, the receiving party shall credit against the principal of
such indebtedness (or, if such indebtedness shall have been paid in full, shall
refund to the payor of such interest) such portion of said interest as shall be
necessary to cause the interest paid to produce a rate equal to the maximum rate
permitted by applicable laws. All sums paid or agreed to be paid for the use,
forbearance or detention of money shall, to the extent permitted by applicable
law, be amortized, prorated, allocated and spread in equal parts throughout the
full term of the applicable indebtedness, so that the interest rate is uniform
throughout the full term of such indebtedness. The

<PAGE>   26

provisions of this paragraph shall control all agreements, whether now or
hereafter existing and whether written or oral, between Party A and Party B.

         (i) ENTIRE AGREEMENT.

                  THIS WRITTEN MASTER AGREEMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

                  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         (j) "CREDIT AGREEMENT" means the Credit Agreement, dated as of May 30,
1996, among each of the entities comprising Party B, the Lenders parties thereto
and Party A, as Agent, as amended, supplemented or otherwise modified from time
to time; provided that if the obligations under the Credit Agreement are paid in
full, the Credit Agreement is otherwise terminated or cancelled, or Party A
shall for any reason cease to remain a party thereto, Credit Agreement means the
Credit Agreement as it existed immediately prior to such event. Capitalized
terms defined therein and not otherwise defined herein shall have the meanings
assigned in the Credit Agreement.

         (k) FURTHER AGREEMENTS OF PARTY B. Party B agrees with Party A that
Party B will comply with each of the covenants set forth in Articles 7, 8 and 9
of the Credit Agreement.

         (l) ADDITIONAL EVENT OF DEFAULT. With respect to Party B, it shall
constitute an Event of Default under this Agreement if there shall occur any
Event of Default under the Credit Agreement.

         (m) FURTHER REPRESENTATION OF PARTY B. Party B represents and warrants
to Party A (which representation will be deemed to be repeated by Party B on
each date on which a Transaction is entered into) that each of the
representations and warranties made by Party B in Article 6 of the Credit
Agreement is true and correct and no Event of Default under the Credit Agreement
has occurred and is continuing.

         (n) JOINT AND SEVERAL. This Agreement is the joint and several
agreement of each of the entities comprising Party B, and the obligations and
liabilities arising under this Agreement are the joint and several obligations
and liabilities of each of the entities comprising Party B. Not in limitation of
the immediately preceding sentence, (i) each of the entities comprising Party B
makes the representations set forth in Section 3 of this Agreement to Party A,
(ii) each of the entities comprising Party B makes the agreements set forth in
Section 4 of this Agreement and undertakes joint and several liability with the
other entities comprising Party B for the performance of such agreements, (iii)
an Event of Default or Termination Event shall be deemed to occur with respect
to Party B if it occurs with respect to any of the entities comprising Party B
and (iv) the submission set forth in Section 13(a) of this Agreement, the
waivers set forth in Section 13(b) and (d) of this Agreement and the consent set
forth in Section 13(c) of this Agreement are applicable to each of the entities
comprising Party B.

<PAGE>   27

         Each of the entities comprising Party B executes this Agreement as a
primary obligor, not as surety. Party A shall not be bound to exhaust its
recourse or to take any action against any one of such entities before being
entitled to performance under this Agreement from each of the other entities,
but rather Party A may make such demands and take such actions as it deems
advisable and may apply money received from any such entity upon such part of
the obligations arising under this Agreement as Party A may think best.

         Each of the entities comprising Party B hereby waives notice of failure
by any other of such entities to pay when due any amount payable by an other of
such entities under this Agreement. Each of the entities comprising Party B
consents to and waives notice of (a) extension or renewal of any obligation
arising under this Agreement, (b) amendment or termination or waiver of any
provision of this Agreement as between Party A and any other of the entities
comprising Party B, and (c) release of any of the other entities comprising
Party B or cancellation of its obligations under the Agreement.

         Until full and final payment to Party A of all amounts due to it under
this Agreement, each of the entities comprising Party B (a) agrees not to
exercise any right it may acquire against any of the other entities comprising
Party B (whether by subrogation, reimbursement, contribution, or otherwise) as a
result of payments made to Party A under this Agreement, (b) assigns to Party A
all such rights such entity may have in any bankruptcy, receivership, or
insolvency proceedings commenced by or against any of the other entities
comprising Party B or


<PAGE>   28


its property, and (c) appoints Party A attorney-in-fact for it to appear in any
such proceeding, file claims, receive payments, and to do any other act which it
could do personally in connection with such rights.


ACCEPTED AND AGREED:


                                         CHASE BANK OF TEXAS,
                                         NATIONAL ASSOCIATION


                                         By:/s/ Steve Shipley
                                            ------------------------------
                                              Name:  Steve Shipley
                                              Title: Vice President



                                         CRAFTMADE INTERNATIONAL, INC.


                                         By: /s/ James R. Ridings
                                             ------------------------------
                                              Name:
                                              Title:



                                         DUROCRAFT INTERNATIONAL, INC.


                                         By: /s/ James R. Ridings
                                            ------------------------------
                                              Name:
                                              Title:



                                         TRADE SOURCE INTERNATIONAL,
                                         INC.


                                         By: /s/ James R. Ridings
                                            ------------------------------
                                              Name:
                                              Title: