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                                                                    EXHIBIT 10.6

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                                 PROMISSORY NOTE

$3,000,000,00                                                 February ___, 2005

      For value received, CRAFTMADE INTERNATIONAL, INC., a Delaware corporation
("Borrower", whether one or more) does hereby promise to pay to the order of THE
FROST NATIONAL BANK ("Lender"), at P.O. Box 1600, San Antonio, Texas 78296, or
at such other address as Lender shall from time to time specify in writing, in
lawful money of the United States of America, the sum of THREE MILLION AND
00/100 DOLLARS ($3,000,000.00), or so much thereof as from time to time may be
disbursed by Lender to Borrower under the terms of that certain Loan Agreement,
dated November 6, 2001, between Borrower and Lender, as amended by a First
Amendment to Loan Agreement effective as of August 13, 2003, as modified by a
Modification, Renewal and Extension Agreement entered into October 27, 2003, as
amended by a Second Amendment to Loan Agreement, dated June 14, 2004, and as
further amended by a Third Amendment to Loan Agreement, dated as of the date
hereof (collectively, the "Loan Agreement"), and be outstanding, together with
interest from date hereof on the principal balance outstanding from time to time
as hereinafter provided. Interest shall be computed on a per annum basis of a
year of 360 days and for the actual number of days elapsed, unless such
calculation would result in a rate greater than the highest rate permitted by
applicable law, in which case interest shall be computed on a per annum basis of
a year of 365 days or 366 days in a leap year, as the case may be.

      1. Payment Terms. Interest only on amounts outstanding hereunder shall be
due and payable monthly as it accrues, on the last day of each and every
calendar month, beginning February 28, 2005, and March 31, 2005, when the entire
amount hereof, principal and interest then remaining unpaid, shall be then due
and payable; interest being calculated on the unpaid principal each day
principal is outstanding and all payments made credited to any collection costs
and late charges, to the discharge of the interest accrued and to the reduction
of the principal, in such order as Lender shall determine.

      2. Late Charge. If a payment is made 10 days or more late, Borrower will
be charged, in addition to interest, a delinquency charge of (i) 5% of the
unpaid portion of the regularly scheduled payment, or (ii) S250.00, whichever is
less. Additionally, upon maturity of this Note, if the outstanding principal
balance (plus all accrued but unpaid interest) is not paid within 10 days of the
maturity date. Borrower will be charged a delinquency charge of (i) 5% of the
sum of the outstanding principal balance (plus all accrued but unpaid interest),
or (ii) $250.00, whichever is less. Borrower agrees with Lender that the charges
set forth herein are reasonable compensation to Lender for the handling of such
late payments.

      3. Interest Rate. Interest on the outstanding and unpaid principal balance
hereof will be computed at a per annum rate as provided in the Loan Agreement.

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      4. Default Rate. Matured unpaid principal and interest shall bear interest
from date of maturity until paid at the highest rate permitted by applicable
law, or if no such maximum rate is established by applicable law, at the rate
stated above plus five percent (5%) per annum.

      5. Prepayment. Borrower reserves the right to prepay, prior to maturity,
all or any part of the principal of this Note without penalty. Any prepayments
shall be applied first to accrued interest and then to principal. Borrower will
provide written notice to the holder of this Note of any such prepayment of all
or any part of the principal at the time thereof. All payments and prepayments
of principal or interest on this Note shall be made in lawful money of the
United States of America in immediately available funds, at the address of
Lender indicated above, or such other place as the holder of this Note shall
designate in writing to Borrower. All partial prepayments of principal shall be
applied to the last installments payable in their inverse order of maturity.

      6. Default. It is expressly provided that upon default in the punctual
payment of this Note or any part hereof, principal or interest, as the same
shall become due and payable, or upon the occurrence of an event of default
specified in any of the other Loan Documents (as defined below), the holder of
this Note may, at its option, without further notice or demand, (i) declare the
outstanding principal balance of and accrued but unpaid interest on this Note at
once due and payable, (ii) refuse to advance any additional amounts under this
Note, (iii) foreclose all liens securing payment hereof, (iv) pursue any and all
other rights, remedies and recourses available to the holder hereof, including
but not limited to any such rights, remedies or recourses under the Loan
Documents, at law or in equity, or (v) pursue any combination of the foregoing;
and in the event default is made in the prompt payment of this Note when due or
declared due, and the same is placed in the hands of an attorney for collection,
or suit is brought on same; or the same is collected through probate, bankruptcy
or other judicial proceedings, then the Borrower agrees and promises to pay all
costs of collection, including reasonable attorney's fees.

      7. No Usury Intended: Usury Savings Clause. In no event shall interest
contracted for, charged or received hereunder, plus any other charges in
connection herewith which constitute interest, exceed the maximum interest
permitted by applicable law. The amounts of such interest or other charges
previously paid to the holder of the Note in excess of the amounts permitted by
applicable law shall be applied by the holder of the Note to reduce the
principal of the indebtedness evidenced by the Note, or, at the option of the
holder of the Note, be refunded. To the extent permitted by applicable law,
determination of the legal maximum amount of interest shall at all times be made
by amortizing, prorating, allocating and spreading in equal parts during the
period of the full stated term of the loan and indebtedness, all interest at any
time contracted for, charged or received from the Borrower hereof in connection
with the loan and indebtedness evidenced hereby, so that the actual rate of
interest on account of such indebtedness is uniform throughout the term hereof.

      8. Security. This Note has been executed and delivered pursuant to the
Loan Agreement, and is secured by, inter alia, the following:

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            (a) a Security Agreement, dated November 6, 2001, by and between
      Trade Source International, Inc., a Delaware corporation, and Lender,
      covering certain collateral as more particularly described therein;

            (b) a Security Agreement, dated November 6, 2001, by and between
      Durocraft International, Inc., a Texas corporation, and Lender, covering
      certain collateral as more particularly described therein;

            (c) a Security Agreement, dated November 6, 2001, by and between
      Design Trends, LLC, a Delaware limited liability company, and Lender,
      covering certain collateral as more particularly described therein; and

            (d) a Security Agreement, dated November 6, 2001, by and between
      Borrower and Lender, covering certain collateral as more particularly
      described therein;

      This Note, the Loan Agreement and all other documents evidencing,
securing, governing, guaranteeing and/or pertaining to this Note, including but
not limited to those documents described above, are hereinafter collectively
referred to as the "Loan Documents." The holder of this Note is entitled to the
benefits and security provided in the Loan Documents.

      9. Joint and Several Liability; Waiver, Each maker, signer, surety and
endorser hereof, as well as all heirs, successors and legal representatives of
said parties, shall be directly and primarily, jointly and severally, liable for
the payment of all indebtedness hereunder. Lender may release or modify the
obligations of any of the foregoing persons or entities, or guarantors hereof,
in connection with this loan without affecting the obligations of the others.
All such persons or entities expressly waive presentment and demand for payment,
notice of default, notice of intent to accelerate maturity, notice of
acceleration of maturity, protest, notice of protest, notice of dishonor, and
all other notices and demands for which waiver is not prohibited by law, and
diligence in the collection hereof; and agree to all renewals, extensions,
indulgences, partial payments, releases or exchanges of collateral, or taking of
additional collateral, with or without notice, before or after maturity. No
delay or omission of Lender in exercising any right hereunder shall be a waiver
of such right or any other right under this Note.

      10. Texas Finance Code. In no event shall Chapter 346 of the Texas Finance
Code (which regulates certain revolving loan accounts and revolving tri-party
accounts) apply to this Note. To the extent that Chapter 303 of the Texas
Finance Code is applicable to this Note, the "weekly ceiling" specified in such
article is the applicable ceiling; provided that, if any applicable law permits
greater interest, the law permitting the greatest interest shall apply.

      11. Governing Law. Venue. This Note is being executed and delivered, and
is intended to be performed in the State of Texas. Except to the extent that the
laws of the United States may apply to the terms hereof, the substantive laws of
the State of Texas shall govern the validity, construction, enforcement and
interpretation of this Note. In the event of a dispute involving this Note or
any other instruments executed in connection herewith, the undersigned
irrevocably agrees that venue for such dispute shall lie in any court of
competent jurisdiction in Bexar County, Texas.

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      12. Purpose of Loan. Borrower agrees that no advances under this Note
shall be used for personal, family or household purposes, and that all advances
hereunder shall be used solely for business, commercial, investment, or other
similar purposes.

      13. Captions. The captions in this Note are inserted for convenience only
and are not to be used to limit the terms herein.

      14. Financial Information. Borrower agrees to promptly furnish such
financial information and statements, including financial statements in a format
acceptable to Lender, lists of assets and liabilities, agings of receivables and
payables, inventory schedules, budgets, forecasts, tax returns, and other
reports with respect to Borrower's financial condition and business operations
as Lender may request from time to time. This provision shall not alter the
obligation of Borrower to deliver to Lender any other financial statements or
reports pursuant to the terms of any other loan documents executed in connection
with this Note.

                                             BORROWER:

                                             CRAFTMADE INTERNATIONAL, INC.,
                                             a Delaware corporation

                                             By: /s/ James R. Ridings
                                                 ----------------------------
                                                 James R. Ridings, President

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                      CERTIFICATE OF CORPORATE RESOLUTIONS
                                       OF
                          CRAFTMADE INTERNATIONAL, INC.

      I, Brad Heimann, Secretary of Craftmade International, Inc., a Delaware
corporation (the "Corporation"), do hereby certify as follows:

      1.    I am the duly elected and qualified Secretary of the Corporation and
            the custodian of the Corporation's records.

      2.    Set forth below is a true and correct extract from the records of
            the Corporation showing resolutions duly adopted as of
            February_____________, 2005 either: (a) at a meeting of its Board of
            Directors duly called and held, at which meeting a quorum was
            present and acting throughout, or (b) by unanimous written consent
            of the Board of Directors of the Corporation, which resolutions have
            not in any way been amended or modified and are in full force and
            effect:

            RESOLVED, that the President, any Vice President, or Secretary of
            the Corporation be and is hereby authorized and directed to obtain a
            loan in the amount of $3,000,000.00 from THE FROST NATIONAL BANK
            ("Lender"), upon such terms and conditions as the said officer shall
            in his or her sole discretion deem necessary or advisable; to
            execute and deliver on behalf of the Corporation all promissory
            notes, deeds of trust, security instruments, documents, certificates
            and agreements (collectively, the "Loan Documents") required by
            Lender, and to pledge as security for the loan such assets of the
            Corporation as such officer deems necessary or advisable; and to do
            any and all things in connection with such loan or any renewal,
            extension or rearrangement thereof that such officer deems necessary
            or advisable and in the best interests of the Corporation;

            FURTHER RESOLVED, that all acts of the President, any Vice
            President, or the Secretary of the Corporation authorized and
            directed herein, including the execution and delivery of the Loan
            Documents and all other documents referenced herein relating to the
            loan herein referenced, are reasonably expected to benefit, directly
            or indirectly, the Corporation;

            FURTHER RESOLVED, that the officers of the Corporation are hereby
            severally authorized to (a) sign, execute, certify to, verify,
            acknowledge, deliver, accept, file and record any and all
            instruments and documents, and (b) take, or cause to be taken, any
            and all such action, in the name and on behalf of the Corporation or
            otherwise, as in any such officer's judgment is necessary, desirable
            or appropriate in order to consummate the transactions contemplated
            by or otherwise to effect the purposes of the foregoing resolutions;

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            FURTHER RESOLVED, that all actions heretofore taken by the directors
            or the officers of the Corporation, and all things done by their
            authority, in connection with the transaction described herein, be
            and the same are hereby ratified, approved and adopted as the acts
            of the Corporation;

            FURTHER RESOLVED, that said officers are authorized and empowered to
            perform all acts and execute and deliver all instruments, documents
            and agreements required by Lender to carry out the purposes of these
            resolutions;

      3.    The following are duly elected, qualified and serving officers of
            the Corporation, and that the signature set out opposite the name of
            each officer is the genuine signature of such person, to-wit:

      Name                           Title                      Signature

James R. Ridings                 President/CEO/            /s/ James R. Ridings
                             Chairman of the Board         --------------------

  Brad Heimann                   CFO/Secretary             /s/ Brad Heimann
                                                           ------------------

      4.    (a) All franchise and other taxes required to maintain the
            Corporation's corporate existence have been paid when due and that
            no such taxes are delinquent; (b) no proceedings are pending for the
            forfeiture of the Corporation's Certificate of Incorporation or the
            Corporation's dissolution, voluntary or involuntary; (c) the
            Corporation is duly qualified to do business in the State of Texas
            and any other states in which it is doing business, and is in good
            standing in such states; (d) there is no provision of the
            Certificate of Incorporation or Bylaws of the Corporation limiting
            the power of the Board of Directors to pass the resolutions set out
            above, and that such resolutions are in conformity with the
            provisions of said Certificate of Incorporation and Bylaws.

      IN WITNESS WHEREOF, I have hereto set my hand this ___th day of February,
2005.

                                      /s/ Brad Heimann
                                      ------------------------------------------
                                      Brad Heimann, in the capacity of
                                      Secretary of Craftmade International, Inc.

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