Exhibit 10.10**MODIFICATION, RENEWAL AND EXTENSION AGREEMENT**     **THIS MODIFICATION, RENEWAL AND EXTENSION AGREEMENT**(“Agreement”) is entered effective as of the 31st day of May, 2005, by andbetween THE FROST NATIONAL BANK, a national banking association(“Lender”), and CRAFTMADEINTERNATIONAL, INC., a Delaware corporation (“Borrower”),**RECITALS:**     A. Lender is the sole owner and holder of that one certain Revolving Promissory Note(the “$20,000,000.00 Note”) dated November 6, 2001, executed by Borrower and payableto theorder of Lender in the original principal amount of Twenty Million and No/100 Dollars($20,000,000.00), as modified by a Modification, Renewal and Extension Agreement entered intoOctober 27, 2003 (the “Modification”).     B. Borrower and Lender entered into a Loan Agreement, dated November 6, 2001, asamended by a First Amendment to Loan Agreement effective as of August 13, 2003, as modified bythe Modification, as further amended by the Second Amendment to Loan Agreement, datedJune 14, 2004 and as further amended by a Third Amendment to Loan Agreement, datedFebruary 25, 2005 (collectively, the “Loan Agreement”).     C. Lender is the sole owner and holder of that one certain Promissory Note (the“$3,000,000.00 Note”) dated February 25, 2005, executed by Borrower and payable to theorder ofLender in the original principal amount of Three Million and No/100 Dollars ($3,000,000.00).     D. The $20,000,000.00 Note and $3,000,000.00 Note are secured by a SecurityAgreement dated November 6, 2001, between Borrower and Lender, covering certain collateral asmore particularly described therein; a Security Agreement dated November 6, 2001, betweenTradeSource International, Inc., a Delaware corporation, and Lender, covering certain collateral asmoreparticularly described therein; a Security Agreement dated November 6, 2001, between DurocraftInternational, Inc., a Texas corporation, and Lender, covering certain collateral as moreparticularlydescribed therein; and a Security Agreement dated November 6, 2001, between Design Trends,LLC, a Delaware limited liability company, and Lender, covering certain collateral as moreparticularly described therein (collectively, the “Security Agreements”). The$20,000,000.00 Note,$3,000,000.00 Note, Loan Agreement, Security Agreements and all modifications, renewals andextensions described below are hereafter collectively referred to as the “LoanDocuments.”     E. The $3,000,000.00 Note matured in accordance with its terms on March 31, 2005,and was renewed and extended to May 31, 2005, as evidenced by a Renewal and ExtensionAgreement.     F. Borrower has requested that Lender modify certain provisions of the LoanAgreement, all as hereinafter provided, and in consideration thereof Borrower has made certainagreements with Lender as hereinafter more fully set forth.     G. Lender has agreed to such requests, subject to the terms and conditions set forthherein.         modification, renewal and extension agreement Page 1 of 7
 

 
     NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged and agreed, Borrowerand Lender hereby agree as follows:     *1. **Acknowledgment of Outstanding Balance**.*The parties hereto acknowledge that theoutstanding principal balance of the $3,000,000.00 Note as of the date hereof is THREE MILLIONAND NO/100 DOLLARS ($33,000,000.00) and the outstanding principal balance of the$20,000,000.00 Note is TWENTY MILLION AND NO/100 DOLLARS ($20,000,000.00).     *2. **Renewal and Extension of Maturity**.*The $3,000,000.00 Note is hereby renewedand the maturity of the $3,000,000.00 Note is hereby extended to December 31, 2005.     *3. **Required**Payments.*From and after the effective date of this Agreement, principaland interest under the $3,000,000.00 Note shall be due and payable as follows:  Interest only on amounts outstanding hereunder shall be due and payable monthly asit accrues, on the last day of each and every calendar month, beginning June30, 2005, and continuing regularly and monthly thereafter until December 31, 2005,when the entire amount hereof, principal and interest then remaining unpaid, shallbe then due and payable; interest being calculated on the unpaid principal each dayprincipal is outstanding and all payments made credited to any collection costs andlate charges, to the discharge of the interest accrued and to the reduction of theprincipal, in such order as Lender shall determine.     4. *Amendment of $3,000,000.00 Note**.*The $3,000,000.00 Note is herebyamended to include the following section as a new Section 15:  *Revolving Line of Credit**.*Under the Loan Agreement, Borrower may requestadvances and make payments hereunder from time to time, provided that it isunderstood and agreed that the aggregate principal amount outstanding from time totime hereunder shall not at any time exceed $3,000,000.00. The unpaid balance ofthis Note shall increase and decrease with each new advance or payment hereunder, asthe case may be. This Note shall not be deemed terminated or canceled prior to thedate of its maturity, although the entire principal balance hereof may from time totime be paid in full. Borrower may borrow, repay and re-borrow hereunder. Allpayments and prepayments of principal or interest on this Note shall be made inlawful money of the United States of America in immediately available funds, at theaddress of Lender indicated above, or such other place as the holder of this Noteshall designate in writing to Borrower. If any payment of principal or interest onthis Note shall become due on a day which is not a Business Day (as hereinafterdefined), such payment shall be made on the next succeeding Business Day and anysuch extension of time shall be included in computing interest in connection withsuch payment. As used herein, the term “Business Day” shall mean any dayother than a Saturday, Sunday or any other day on which national bankingassociations are authorized to be closed. The books and records of Lender shall be*prima facie*         modification, renewal and extension agreement Page 2 of 7
 

 
  evidence of all outstanding principal of and accrued and unpaid interest on this Note.     5. *Amendment to Loan Agreement.* The first paragraph of Subsection (b)(ii) of Section1 “Credit Facilities; Interest Rate Options” is hereby deleted in its entirety and replaced withthe following:   (ii)  The lesser of (x) a rate equal to the London Interbank Offered Rate (asdefined below) plus the following percentage based on Borrower’s “Debt to WorthRatio” set forth in Paragraph 9(a) below:   Percentage Debt to Worth Ratio   2.75% >=3.0 to 1.02.25% <3.0 to 1.0   as adjusted provided below, or (y) the highest rate permitted by applicable law,but in no event shall interest exceed the maximum interest permitted by law(“Libor Rate Option”). If applicable, such rate will be adjusted based uponLender’s receipt of Borrower’s Compliance Certificate as provided in Section 10(c)of the Loan Agreement, with the “Debt to Worth Ratio” calculation,    As used herein, the “London Interbank Offered Rate” shall mean with respect to anyInterest Period (defined below), the rate of interest per annum (rounded to thenearest 1/16 of 1%—and if the rate is equidistant to the lower and higher nearest1/16 of 1%, rounded upwards to the nearest 1/16 of 1%) quoted in U.S. Dollars by theBritish Bankers’ Association at approximately 11:00 a.m. London time on the firstday of such Interest Period on which deposits in immediately available funds areoffered to first class banks in the interbank eurodollar market (as determined byLender in its sole discretion), such deposits being for a three (3) month period(“Interest Period”), and in amounts equal to or comparable to the amount of theAdvance. In the event that the London Interbank Offered Rate is no longerpublished or reported as specified above, then the Lender shall use the rate ofinterest published in *The Wall Street Journal* (Central Edition) in the“Money Rates” section as the “London Interbank Offered Rates (LIBOR)” for a periodof time equal or comparable to the applicable Interest Period, as of five (5)Business Days preceding the date of the Advance. Each determination by Lender ofthe London Interbank Offered Rate shall be conclusive and binding, absent manifesterror, and may be computed using any reasonable averaging and attribution method.     6. *Usury**.*No provisions of this Agreement or the Loan Documents shall require thepayment or permit the collection, application or receipt of interest in excess of the maximumpermitted by applicable state or federal law. If any excess of interest in such respect is hereinor in any such other instrument provided for, or shall be adjudicated to be so provided for hereinor in any such instrument, the provisions of this paragraph shall govern, and neither Borrower norany endorsers of the $20,000,000.00 Note or $3,000,000.00 Note nor their respective successors,         modification, renewal and extension agreement Page 3 of 7
 

 
assigns or personal representatives shall be obligated to pay the amount of such interest to theextent it is in excess of the amount permitted by applicable law. It is expressly stipulated andagreed to be the intent of Borrower and Lender to at all times comply with the usury and otherlaws relating to the Loan Documents and any subsequent revisions, repeals or judicialinterpretations thereof, to the extent applicable thereto. In the event Lender or other holder ofthe $20,000,000.00 Note or $3,000,000.00 Note ever receives, collects or applies as interest anysuch excess, such amount which would be excessive interest shall be applied to the reduction ofthe unpaid principal balance of the $20,000,000.00 Note or $3,000,000.00 Note and, if upon suchapplication the principal balance of the $20,000,000.00 Note or $3,000,000.00 Note is paid infull, any remaining excess shall be forthwith paid to Borrower and the provisions of the LoanDocuments shall immediately be deemed reformed and the amounts thereafter collectible thereunderreduced, without the necessity of execution of any new document, so as to comply with the thenapplicable law, but so as to permit the recovery of the fullest amount otherwise called forthereunder. In determining whether or not the interest paid or payable under any specificcontingency exceeds the maximum interest allowed to be charged by applicable law, Borrower andLender or other holder hereof shall, to the maximum extent permitted under applicable law,amortize, prorate, allocate and spread the total amount of interest throughout the entire term ofthe $20,000,000.00 Note or $3,000,000.00 Note so that the amount or rate of interest charged forany and all periods of time during the term of the $20,000,000.00 Note or $3,000,000.00 Note is tothe greatest extent possible less than the maximum amount or rate of interest allowed to becharged by law during the relevant period of time. Notwithstanding any of the foregoing, if at anytime applicable laws shall be changed so as to permit a higher rate or amount of interest to becharged than that permitted prior to such change, then unless prohibited by law, references in the$20,000,000.00 Note or $3,000,000.00 Note to “applicable law” for purposes of determining themaximum interest or rate of interest that can be charged shall be deemed to refer to suchapplicable law as so amended to allow the greater amount or rate of interest.     7. ***Release and Waiver of Claims******.*****In consideration of (i) the modification ofcertain provisions of the Note, as herein provided, and (ii) the other benefits received byBorrower hereunder, Borrower hereby RELEASES, RELINQUISHES and forever DISCHARGES Lender,as well as its predecessors, successors, assigns, agents, officers, directors, employees andrepresentatives, of and from any and all claims, demands, actions and causes of action of any andevery kind or character, past or present, which Borrower may have against Lender and itspredecessors, successors, assigns, agents, officers, directors, employees and representativesarising out of or with respect to (a) any right or power to bring any claim against Lender forusury or to pursue any cause of action against Lender based on any claim of usury, and (b) any andall transactions relating to the Loan Documents occurring prior to the date hereof, including anyloss, cost or damage, of any kind or character, arising out of or in any way connected with or inany way resulting from the acts, actions or omissions of Lender, and its predecessors, successors,assigns, agents, officers directors, employees and representatives, including any breach offiduciary duty, breach of any duty of fair dealing, breach of confidence, breach of fundingcommitment, undue influence, duress, economic coercion, conflict of interest, negligence, badfaith, malpractice, intentional or negligent infliction of mental distress, tortious interferencewith contractual relations, tortious interference with corporate governance or prospective businessadvantage, breach of contract, deceptive trade practices, libel, slander or conspiracy, but in eachcase only to the extent permitted by applicable law.**         modification, renewal and extension agreement Page 4 of 7
 

 
     8. *Reaffirmationof Representations, Etc**.*Borrower hereby reaffirms to Lendereach ofthe representations, warranties, covenants and agreements of Borrowerset forth in the Loan Documents.     9. *Enforceable Obligations**.*Borrower hereby ratifies, affirms,reaffirms,acknowledges, confirms and agrees that the Loan Documents represent valid and enforceableobligations of Borrower, and Borrower further acknowledges that there are no existing claims,defenses, personal or otherwise, or rights of setoff whatsoever with respect to the$20,000,000.00Note and $3,000,000.00 Note, and Borrower further acknowledges and represents that no eventhasoccurred and no condition exists which would constitute a default under the Loan Documents orthis Agreement, either with or without notice or lapse of time, or both.     10. *No Release of Liens**.*This Agreement in no way acts as a release or relinquishmentof the liens, security interests and rights (the “Liens”) created or evidenced by theSecurityAgreements. The Liens are hereby ratified and confirmed by Borrower in all respects and areextended to secure (i) the principal amount of the $20,000,000.00 Note and $3,000,000.00 Note,(ii)all interest, charges and other sums payable with respect thereto, and (iii) the performanceof allother obligations under the Security Agreements.     11. *Additional Renewals and Extensions**.*Notwithstanding anything to the contrarycontained herein or inferred hereby or in any other instrument executed by Borrower or in anyotheraction or conduct undertaken by Borrower on or before the date hereof, the agreements,covenantsand provisions contained herein shall constitute the only evidence of Lender’s consent toextend theterms and provisions of the Loan Documents in the manner set forth herein. No express orimpliedconsent to any further extensions and/or modifications involving any of the matters set forthin thisAgreement or otherwise, shall be inferred or implied from Lender’s execution of thisAgreement.Further, Lender’s execution of this Agreement shall not constitute a waiver (either express orimplied) of the requirement that any further extensions and/or modifications of the LoanDocuments shall require the express written approval of Lender, no such approval (eitherexpress orimplied) having been given as of the date hereof.     12. *Miscellaneous.* (a) As modified hereby, the provisions of the $20,000,000.00 Noteand $3,000,000.00 Note and the Security Agreements shall continue in full force and effect,and theBorrower acknowledges and reaffirms its liability to Lender thereunder. In the event of anyinconsistency between this Agreement and the terms of the Loan Documents, this Agreement shallgovern.     (b) Borrower hereby agrees to pay all costs and expenses incurred by Lender inconnection with the execution and administration of this Agreement and the modification of theLoan Documents including, but not limited to, all appraisal costs, title insurance costs,legal feesincurred by Lender and filing fees.     (c) Any default by Borrower in the performance of its obligations herein contained shallconstitute a default under the Loan Documents and shall allow Lender to exercise all of itsremediesset forth in the Loan Documents.         modification, renewal and extension agreement Page 5 of 7
 

 
     (c) Any default by Borrower in the performance of its obligations herein containedshall constitute a default under the Loan Documents and shall allow Lender to exercise all ofitsremedies set forth in the Loan Documents.     (d) Lender does not, by its execution of this Agreement, waive any rights it may haveagainst any person not a party to this Agreement.     (e) In case any of the provisions of this Agreement shall for any reason be held to beinvalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall notaffect anyother provision hereof, and this Agreement shall be construed as if such invalid, illegal orunenforceable provision had never been contained herein.     (f) This Agreement and the Loan Documents shall be governed and construedaccording to the laws of the State of Texas (without regard to any conflict of lawsprinciples) andthe applicable laws of the United States.     (g) This Agreement shall be binding upon and inure to the benefit of Lender, Borrowerand their respective successors, assigns and legal representatives.     (h) Borrower hereby acknowledges and agrees that it has entered into this Agreement of itsown free will and accord and in accordance with its own judgment after advice of its own legalcounsel, and states that it has not been induced to enter into this Agreement by any statement,act or representation of any kind or character on the part of the parties hereto, except asexpressly set forth in this Agreement.     (i) This Agreement may be executed in multiple counterparts, each of which shall constitutean original instrument, but all of which shall constitute one and the same agreement.     (j) Except as modified herein, all other terms, conditions and provisions of Loan Documentsshall remain in full force and effect as of the date thereof and Borrower acknowledges andreaffirms its liability to Lender thereunder.     EXECUTED as of the day and year first above written.      BORROWER: