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                                                                    EXHIBIT 99.5


                              EMPLOYMENT AGREEMENT

         This Employment Agreement (this "Agreement") is made as of July 1, 1998
by Trade Source International, Inc. a Delaware corporation (the "Employer"),
Leslie Humphrey, an individual resident in El Dorado Hills, California (the
"Executive") and Craftmade International, Inc., a Delaware corporation
("Craftmade").

                                    RECITALS

         Concurrently with the execution and delivery of this Agreement,
Craftmade is acquiring all of the outstanding capital stock of Trade Source
International, Inc., a California corporation ("TSI California"), through a
merger (the "Merger") of TSI California with and into Employer, pursuant to a
Merger Agreement dated as of July 1, 1998 among Craftmade, Employer, Neall and
Leslie Humphrey, John DeBlois, the Wiley Family Trust, James Bezzerides, the
Bezzco Inc. Employee Retirement Trust and TSI California (the "Merger
Agreement"). Craftmade and the Employer desire the Executive's continued
employment with Employer, and the Executive wishes to accept such continued
employment, upon the terms and conditions set forth in this Agreement.

                                    AGREEMENT

         The parties, intending to be legally bound, agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

         For the purposes of this Agreement, the following terms have the
meanings specified or referred to in this Article I.

         "Basic Compensation"--Salary and Benefits.

         "Board of Directors"--the board of directors of Craftmade.

         "Confidential Information"--information that is used in the Company's
         business and

         (a) is proprietary to, about or created by the Company;

         (b) gives the Company some competitive advantage, the opportunity of
obtaining such advantage or the disclosure of which could be detrimental to the
interests of the Company;

         (c) is not typically disclosed to non-employees by the Company, or
otherwise is treated as confidential by the Company; or



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         (d) is designated as Confidential Information by the Company or from
all the relevant circumstances should reasonably be assumed by the Employee to
be confidential to the Company.

Confidential Information shall not include information publicly known (other
than as a result of a direct or indirect disclosure by the Executive). The
phrase "publicly known" shall mean readily accessible to the public in a written
publication.

         "Effective Date"--the date stated in the first paragraph of the
Agreement.

         "Employee Invention"--any idea, invention, technique, modification,
process, or improvement (whether patentable or not), any industrial design
(whether registerable or not) and any work of authorship (whether or not
copyright protection may be obtained for it) created, conceived, or developed by
the Executive, either solely or in conjunction with others, during the
Employment Period, or a period that includes a portion of the Employment Period,
that relates in any way to the business then being conducted or proposed to be
conducted by the Employer, and any such item created by the Executive, either
solely or in conjunction with others, following termination of the Executive's
employment with the Employer, that is based upon or uses Confidential
Information.

         "Employment Period"--the term of the Executive's employment under this
Agreement.

         "Fiscal Year"--the Employer's fiscal year, as it exists on the
Effective Date or as changed from time to time.

         "person"--any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, or governmental body.

         "Post-Employment Period"--for purposes of Section 8.2, the two-year
period beginning on the date of termination of the Executive's employment with
the Employer.


                                   ARTICLE II

                           EMPLOYMENT TERMS AND DUTIES

         2.1 Employment. The Employer hereby employs the Executive, and the
Executive hereby accepts employment by the Employer, upon the terms and
conditions set forth in this Agreement.

         2.2 Term. Subject to the provisions of Article VI, the term of the
Executive's employment under this Agreement will initially be three years,
beginning on the Effective Date and ending on the third anniversary of the
Effective Date (the "Initial Term"). After the Initial Term, the Agreement shall
be extended for two additional one-year terms (the "First Additional 

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Term" and the "Second Additional Term," respectively), unless the Executive
provides written notice of election not to renew at least 45 days before the
commencement of the First Additional Term and the Second Additional Term,
respectively.

         2.3 Duties. The Executive will initially serve as President of the
Employer and will have such duties as are typically commensurate with such
position, subject to the assignment or delegation of duties by the Board of
Directors or Chief Executive Officer of Craftmade. The Executive will devote his
entire business time, attention, skill, and energy exclusively to the business
of the Employer, will use his best efforts to promote the success of the
Employer's business, and will cooperate fully with the Board of Directors in the
advancement of the best interests of the Employer. If the Executive is elected
as a director of the Employer or Craftmade, or as a director or officer of any
of their affiliates, the Executive will fulfill his duties as such director or
officer with the same compensation as is paid to the other directors that are
employees of Craftmade, if any.


                                   ARTICLE III

                                  COMPENSATION

     3.1      Basic Compensation.

     (a)      Salary. The Executive will be paid an annual salary of $75,000.00,
subject to adjustment as provided below (the "Salary"), which will be payable in
equal periodic installments according to the Employer's customary payroll
practices, but no less frequently than monthly. The Salary will be reviewed by
the Board of Directors not less frequently than annually, and the Board of
Directors, subject to its fiduciary obligations, shall provide for an increase
in the Salary proportionate to that of Craftmade's Chief Executive Officer.

     (b)      Bonus. The Chief Executive Officer of Craftmade will review the
performance of the Executive not less frequently than annually, and the Chief
Executive Officer of Craftmade shall provide for an annual bonus to the
Executive (the "Bonus") based on the performance of the Employer; such standards
for the performance of Employer shall be comparable to those standards
established concerning the receipt of any bonus by the Chief Executive Officer
of Craftmade with respect to the performance of Craftmade.

     (c)      Benefits. The Executive will, during the Employment Period, be
entitled to such pension, profit sharing, life insurance, hospitalization, major
medical, disability and other employee benefits as are provided to Craftmade's
Chief Executive Officer, to the extent the Executive is eligible under the terms
of any applicable benefit plan (collectively, the "Benefits").

     3.2      Stock Options. The Executive shall be entitled to participate in 
any stock option plan, employee stock ownership plan or similar plan of
Craftmade that is provided to Craftmade's Chief Executive Officer, to the extent
the Executive is eligible under the terms of such plan.


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                                   ARTICLE IV

                             FACILITIES AND EXPENSES

         4.1 General. The Employer will furnish the Executive office space,
equipment, supplies, and such other facilities and personnel as the Employer
deems necessary or appropriate for the performance of the Executive's duties
under this Agreement. The Employer will pay on behalf of the Executive (or
reimburse the Executive for) reasonable expenses incurred by the Executive at
the request of, or on behalf of, the Employer in the performance of the
Executive's duties pursuant to this Agreement, and in accordance with the
Employer's employment policies, including reasonable expenses incurred by the
Executive in attending conventions, seminars, and other business meetings, in
appropriate business entertainment activities, and for promotional expenses. The
Executive must file expense reports with respect to such expenses in accordance
with the Employer's policies.

         4.2 Automobile. During the term of Executive's employment, Employer
shall provide Executive with an automobile comparable to the one provided to
Executive prior to the date hereof and shall assume and pay all expenses related
thereto.

         4.3 Facilities. Executive shall be based in California during the term
of this Agreement. Notwithstanding the preceding, Executive agrees to spend such
time in the Dallas/Fort Worth area as is, in the mutual opinion of Craftmade's
Chief Executive Officer and Executive, necessary to fulfill Executive's job
responsibilities. During the term of this Agreement, while Executive is in the
Dallas/Fort Worth area, the Employer shall provide and pay for a condominium and
an automobile to be utilized by Executive at no expense to the Executive.


                                    ARTICLE V

                             VACATIONS AND HOLIDAYS

         The Executive will be entitled to the amount of paid vacation as is
provided to the Chief Executive Officer of Craftmade, in accordance with the
vacation policies of the Employer in effect for its executive officers from time
to time. Vacation must be taken by the Executive at such time or times as
approved by the Chairman of the Board or Chief Executive Officer of Craftmade.
The Executive will also be entitled to the paid holidays set forth in the
Employer's policies. Vacation days and holidays during any Fiscal Year that are
not used by the Executive during such Fiscal Year may not be used in any
subsequent Fiscal Year.

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                                   ARTICLE VI

                                   TERMINATION

         6.1 Events of Termination. The Employment Period, the Executive's Basic
Compensation, the Executive's Bonus and any and all other rights of the
Executive under this Agreement or otherwise as an employee of the Employer will
terminate (except as otherwise provided in this Article VI):

         (a)      upon the death of the Executive;

         (b) upon the disability of the Executive (as defined in Section 6.2)
immediately upon notice from either party to the other;

         (c) upon termination of the Executive for Cause (as defined in Section
6.3), immediately upon notice from the Employer to the Executive, or at such
later time as such notice may specify;

         (d) upon termination by the Executive for Good Reason (as defined in
Section 6.4) upon not less than thirty days' prior notice from the Executive to
the Employer;

         (e)      upon termination of the Executive without Cause; or

         (f) upon termination by the Executive for other than Good Reason.

         6.2 Definition of Disability. The Executive will be deemed to have a
"disability" if, for physical or mental reasons, the Executive is unable to
perform the Executive's duties under this Agreement for 120 consecutive days, or
180 days during any twelve month period, as determined in accordance with this
Section 6.2. The disability of the Executive will be determined by a medical
doctor selected by written agreement of the Employer and the Executive upon the
request of either party by notice to the other. If the Employer and the
Executive cannot agree on the selection of a medical doctor, each of them will
select a medical doctor and the two medical doctors will select a third medical
doctor who will determine whether the Executive has a disability. The
determination of the medical doctor selected under this Section 6.2 will be
binding on both parties. The Executive must submit to a reasonable number of
examinations by the medical doctor making the determination of disability under
this Section 6.2, and the Executive hereby authorizes the disclosure and release
to the Employer of such determination and all supporting medical records. If the
Executive is not legally competent, the Executive's legal guardian or duly
authorized attorney-in-fact will act in the Executive's stead, under this
Section 6.2, for the purposes of submitting the Executive to the examinations,
and providing the authorization of disclosure, required under this Section 6.2.

         6.3 Definition of "Cause". "Cause" means: (a) the Executive's material
breach of this Agreement; (b) the Executive's failure to adhere to any material
written Employer policy if the 

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Executive has been given a reasonable opportunity to comply with such policy or
cure his failure to comply (which reasonable opportunity must be granted during
the ten-day period preceding termination of this Agreement); (c) the
appropriation (or attempted appropriation) of a material business opportunity of
the Employer, including attempting to secure or securing any personal profit in
connection with any transaction entered into on behalf of the Employer; (d) the
misappropriation (or attempted misappropriation) of any of the Employer's funds
or property; or (e) the conviction of or the entering of a guilty plea or plea
of no contest with respect to, a felony, the equivalent thereof, or any other
crime with respect to which imprisonment is a possible punishment.

         6.4 Definition of "Good Reason". The phrase "Good Reason" means any of
the following: (a) the Employer's or Craftmade's material breach of this
Agreement; (b) the assignment of the Executive without his consent to a
position, responsibilities, or duties of a materially lesser status or degree of
responsibility than his position, responsibilities, or duties at the Effective
Date; or (c) the relocation of the Executive outside El Dorado Hills,
California; (d) the requirement by the Employer that the Executive be based
anywhere other than the Employer's principal executive offices, in either case
without the Executive's consent; or (e) any material reduction in Benefits.

         6.5 Termination Pay. Effective upon the termination of this Agreement,
the Employer will be obligated to pay the Executive (or, in the event of his
death, his designated beneficiary as defined below) only such compensation as is
provided in this Section 6.5, and in lieu of all other amounts and in settlement
and complete release of (i) all claims the Executive may have against the
Employer or Craftmade, or any of its affiliates, arising out of or pursuant to
this Agreement and (ii) all claims the Employer or Craftmade may have against
the Executive arising out of or pursuant to this Agreement. For purposes of this
Section 6.5, the Executive's designated beneficiary will be such individual
beneficiary or trust, located at such address, as the Executive may designate by
notice to the Employer from time to time or, if the Executive fails to give
notice to the Employer of such a beneficiary, the Executive's estate.
Notwithstanding the preceding sentence, the Employer will have no duty, in any
circumstances, to attempt to open an estate on behalf of the Executive, to
determine whether any beneficiary designated by the Executive is alive or to
ascertain the address of any such beneficiary, to determine the existence of any
trust, to determine whether any person or entity purporting to act as the
Executive's personal representative (or the trustee of a trust established by
the Executive) is duly authorized to act in that capacity, or to locate or
attempt to locate any beneficiary, personal representative, or trustee.

         (a) Termination by the Executive for Good Reason or Termination by the
Employer Without Cause. If the Executive terminates this Agreement for Good
Reason or if Employer terminates this Agreement without Cause, the Employer will
pay the Executive (i) the Executive's Salary for the remainder, if any, of the
Initial Term, the First Additional Term or the Second Additional Term, as
applicable, (ii) the value of any accrued but unpaid or unused vacation or sick
leave for the calendar year and (iii) that portion of the Executive's Bonus, if
any, for the Fiscal Year during which the termination is effective, prorated
through the date of termination.


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         (b) Termination by the Employer for Cause or Termination by the
Executive Without Good Reason. If the Employer terminates this Agreement for
Cause or if the Executive terminates this Agreement for other than Good Reason,
the Executive will be entitled to receive his Salary only through the date such
termination is effective, but will not be entitled to any Bonus for the Fiscal
Year during which such termination occurs or any subsequent Fiscal Year.

         (c) Termination upon Disability. If this Agreement is terminated by
either party as a result of the Executive's disability, as determined under
Section 6.2, the Employer will pay the Executive his Salary through the
remainder of the calendar month during which such termination is effective and
the period until disability insurance benefits commence under the disability
insurance coverage furnished by the Employer to the Executive.

         (d) Termination upon Death. If this Agreement is terminated because of
the Executive's death, the Executive will be entitled to receive his Salary
through the end of the calendar month in which his death occurs, and that part
of the Executive's Bonus, if any, for the Fiscal Year during which his death
occurs, prorated through the end of the calendar month during which his death
occurs.

         (e) Benefits. The Executive's accrual of, or participation in plans
providing for, the Benefits will cease at the effective date of the termination
of this Agreement, and the Executive will be entitled to accrued Benefits
pursuant to such plans only as provided in such plans. Notwithstanding the
preceding, the Executive shall be entitled to receive all accrued but unpaid
salary, Benefits and vacation pay upon the termination of this Agreement.


                                   ARTICLE VII

                  NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS

         7.1 Acknowledgments by the Executive. The Executive acknowledges that
(a) during the Employment Period and as a part of his employment, the Executive
will be afforded access to Confidential Information; (b) public disclosure of
such Confidential Information could have an adverse effect on the Employer and
its business; (c) because the Executive possesses substantial technical
expertise and skill with respect to the Employer's business, the Employer
desires to obtain exclusive ownership of each Employee Invention, and the
Employer will be at a substantial competitive disadvantage if it fails to
acquire exclusive ownership of each Employee Invention; (d) Craftmade has
required that the Executive make the covenants in this Article VII as a
condition to the Merger; and (e) the provisions of this Article VII are
reasonable and necessary to prevent the improper use or disclosure of
Confidential Information and to provide the Employer with exclusive ownership of
all Employee Inventions.

         7.2 Agreements of the Executive. In consideration of the compensation
and benefits to be paid or provided to the Executive by the Employer under this
Agreement, the Executive covenants as follows:

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         (a)      Confidentiality.

                  (i) During and following the Employment Period, the Executive
         will hold in confidence the Confidential Information and will not
         disclose it to any person except (A) with the specific prior written
         consent of the Employer, (B) as necessary to carry out the Executive's
         duties under this Agreement or (C) except as otherwise expressly
         permitted by the terms of this Agreement.

                  (ii) Any trade secrets of the Employer will be entitled to all
         of the protections and benefits under applicable law. If any
         information that the Employer deems to be a trade secret is found by a
         court of competent jurisdiction not to be a trade secret for purposes
         of this Agreement, such information will, nevertheless, be considered
         Confidential Information for purposes of this Agreement. The Executive
         hereby waives any requirement that the Employer submit proof of the
         economic value of any trade secret or post a bond or other security.

                  (iii) None of the foregoing obligations and restrictions
         applies to any part of the Confidential Information that the Executive
         demonstrates was or became generally available to the public other than
         as a result of a direct or indirect disclosure by the Executive.

                  (iv) The Executive will not remove from the Employer's
         premises (except to the extent such removal is for purposes of the
         performance of the Executive's duties at home or while traveling, or
         except as otherwise specifically authorized by the Employer) any
         document, record, notebook, plan, model, component, device, or computer
         software or code, whether embodied in a disk or in any other form
         (collectively, the "Proprietary Items"). The Executive recognizes that,
         as between the Employer and the Executive, all of the Proprietary
         Items, whether or not developed by the Executive, are the exclusive
         property of the Employer. Upon termination of this Agreement by either
         party, or upon the request of the Employer during the Employment
         Period, the Executive will return to the Employer all of the
         Proprietary Items in the Executive's possession or subject to the
         Executive's control, and the Executive shall not retain any copies,
         abstracts, sketches, or other physical embodiment of any of the
         Proprietary Items.

         (b)      Employee Inventions. Each Employee Invention will belong 
exclusively to the Employer. The Executive acknowledges that all of the
Executive's writing, works of authorship, specially commissioned works and other
Employee Inventions are works made for hire and the property of the Employer,
including any copyrights, patents or other intellectual property rights
pertaining thereto. If it is determined that any such works are not works made
for hire, the Executive hereby assigns to the Employer all of the Executive's
right, title, and interest, including all rights of copyright, patent and other
intellectual property rights, to or in such Employee Inventions. The Executive
that he will promptly:

                  (i)      disclose to the Employer in writing any Employee
         Invention;

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                  (ii) assign to the Employer or to a party designated by the
         Employer, at the Employer's request and without additional
         compensation, all of the Executive's right to the Employee Invention
         for the United States and all foreign jurisdictions;

                  (iii) execute and deliver to the Employer such applications,
         assignments, and other documents as the Employer may request in order
         to apply for and obtain patents or other registrations with respect to
         any Employee Invention in the United States and any foreign
         jurisdictions;

                  (iv) sign all other papers necessary to carry out the above
         obligations; and

                  (v) give testimony and render any other assistance in support
         of the Employer's rights to any Employee Invention.

         7.3      Disputes or Controversies. The Executive recognizes that 
should a dispute or controversy arising from or relating to this Agreement be
submitted for adjudication to any court, arbitration panel, or other third
party, the preservation of the secrecy of Confidential Information may be
jeopardized. To the extent permitted by law, all pleadings, documents,
testimony, and records relating to any such adjudication will be maintained in
secrecy and will be available for inspection by the Employer, the Executive, and
their respective attorneys and experts, who will agree, in advance and in
writing, to receive and maintain all such information in secrecy, except as may
be limited by them in writing.


                                  ARTICLE VIII

                      NON-COMPETITION AND NON-INTERFERENCE

         8.1      Acknowledgments by the Executive. The Executive acknowledges 
that: (a) the services to be performed by him under this Agreement are of a 
special, unique, unusual, extraordinary, and intellectual character; (b) the 
Employer's business is international in scope and its products are marketed 
throughout the world; (c) the Employer competes with other businesses that are 
or could be located in any part of the world; (d) Craftmade has required that 
the Executive make the covenants set forth in this Article VIII as a condition 
to the Merger; and (e) the provisions of this Article VIII are reasonable and 
necessary to protect the Employer's business.

        8.2       Covenants of the Executive. In consideration of the 
acknowledgments the Executive, and in consideration of the compensation and
benefits to be paid or provided to the Executive by the Employer, the Executive
covenants that he will not, directly or indirectly:

         (a)      during the Employment Period, except in the course of his
employment hereunder, directly or indirectly, engage or invest in, own, manage,
operate, finance, control, or participate in the ownership, management,
operation, financing, or control of, be employed by, associated 


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with, or in any manner connected with, lend the Executive's name or any similar
name to, lend Executive's credit to or render services or advice to, any
business whose products compete in whole or in part with the products or market
areas of the Employer; provided, however, that the Executive may purchase or
otherwise acquire up to (but not more than) one percent of any class of
securities of any enterprise (but without otherwise participating in the
activities of such enterprise) if such securities are listed on any national or
regional securities exchange or have been registered under Section 12(g) of the
Securities Exchange Act of 1934;

         (b) during the Post-Employment Period, directly or indirectly, engage
or invest in, own, manage, operate, finance, control, or participate in the
ownership, management, operation, financing, or control of, be employed by,
associated with, or in any manner connected with, lend the Executive's name or
any similar name to, lend Executive's credit to or render services or advice to,
any business whose products compete in whole or in part with the product lines
and the market areas utilized by the Employer and Craftmade on the last day of
the Employment Period; provided, however, that the Executive may purchase or
otherwise acquire up to (but not more than) one percent of any class of
securities of any enterprise (but without otherwise participating in the
activities of such enterprise) if such securities are listed on any national or
regional securities exchange or have been registered under Section 12(g) of the
Securities Exchange Act of 1934;

         (c) whether for the Executive's own account or for the account of any
other person, at any time during the Employment Period and the Post-Employment
Period, solicit business of the same product lines being carried by the Employer
in the same market areas as the Employer, from any person known by the Executive
to be a customer of the Employer, whether or not the Executive had personal
contact with such person during and by reason of the Executive's employment with
the Employer;

         (d) whether for the Executive's own account or the account of any other
person (i) at any time during the Employment Period and the Post-Employment
Period, solicit, employ, or otherwise engage as an employee, independent
contractor, or otherwise, any person who is an employee of the Employer or in
any manner induce or attempt to induce any employee of the Employer to terminate
his employment with the Employer; or (ii) at any time during the Employment
Period and the Post- Employment Period, interfere with the Employer's
relationship with any person, including any person who at any time during the
Employment Period was an employee, contractor, supplier, or customer of the
Employer; or

         (e) at any time during or after the Employment Period, disparage the
Employer or any of its shareholders, directors, officers, employees, or agents.

         If any covenant in this Section 8.2 is held to be unreasonable,
arbitrary, or against public policy, such covenant will be considered to be
divisible with respect to scope, time, and geographic area, and such lesser
scope, time, or geographic area, or all of them, as a court of competent
jurisdiction may determine to be reasonable, not arbitrary, and not against
public policy, will be effective, binding, and enforceable against the
Executive.

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         The period of time applicable to any covenant in this Section 8.2 will
be extended by the duration of any violation by the Executive of such covenant.

         The Executive will, while the covenant under this Section 8.2 is in
effect, give notice to the Employer, within ten days after accepting any other
employment, of the identity of the Executive's employer. Craftmade or the
Employer may notify such employer that the Executive is bound by this Agreement
and, at the Employer's election, furnish such employer with a copy of this
Agreement or relevant portions thereof.


                                   ARTICLE IX

                               GENERAL PROVISIONS

         9.1 Injunctive Relief and Additional Remedy. The Executive acknowledges
that the injury that would be suffered by the Employer as a result of a breach
of the provisions of this Agreement (including any provision of Articles VII and
VIII) would be irreparable and that an award of monetary damages to the Employer
for such a breach would be an inadequate remedy. Consequently, the Employer will
have the right, in addition to any other rights it may have, to obtain
injunctive relief to restrain any breach or threatened breach or otherwise to
specifically enforce any provision of this Agreement, and the Employer will not
be obligated to post bond or other security in seeking such relief.

         9.2 Covenants of Articles VII and VIII Are Essential and Independent
Covenants. The covenants by the Executive in Articles VII and VIII are essential
elements of this Agreement, and without the Executive's agreement to comply with
such covenants, Craftmade would not have consented to the Merger and Craftmade
would not have entered into this Agreement or employed or continued the
employment of the Executive. The Employer and the Executive have independently
consulted their respective counsel and have been advised in all respects
concerning the reasonableness and propriety of such covenants, with specific
regard to the nature of the business conducted by the Employer.

         The Executive's covenants in Articles VII and VIII are independent
covenants and the existence of any claim by the Executive against the Employer
under this Agreement or otherwise, or against Craftmade, will not excuse the
Executive's breach of any covenant in Articles VII or VIII.

         If the Executive's employment hereunder expires or is terminated, this
Agreement will continue in full force and effect as is necessary or appropriate
to enforce the covenants and agreements of the Executive in Articles VII and
VIII.

         9.3 Representations and Warranties by the Executive. The Executive
represents and warrants to the Employer that the execution and delivery by the
Executive of this Agreement do not, and the performance by the Executive of the
Executive's obligations hereunder will not, with 


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or without the giving of notice or the passage of time, or both: (a) violate any
judgment, writ, injunction, or order of any court, arbitrator, or governmental
agency applicable to the Executive; or (b) conflict with, result in the breach
of any provisions of or the termination of, or constitute a default under, any
agreement to which the Executive is a party or by which the Executive is or may
be bound.

         9.4 Obligations Contingent on Performance. The obligations of the
Employer hereunder, including its obligation to pay the compensation provided
for herein, are contingent upon the Executive's performance of the Executive's
obligations hereunder.

         9.5 Waiver. The rights and remedies of the parties to this Agreement
are cumulative and not alternative. Neither the failure nor any delay by either
party in exercising any right, power, or privilege under this Agreement will
operate as a waiver of such right, power, or privilege, and no single or partial
exercise of any such right, power, or privilege will preclude any other or
further exercise of such right, power, or privilege or the exercise of any other
right, power, or privilege. To the maximum extent permitted by applicable law,
(a) no claim or right arising out of this Agreement can be discharged by one
party, in whole or in part, by a waiver or renunciation of the claim or right
unless in writing signed by the other party; (b) no waiver that may be given by
a party will be applicable except in the specific instance for which it is
given; and (c) no notice to or demand on one party will be deemed to be a waiver
of any obligation of such party or of the right of the party giving such notice
or demand to take further action without notice or demand as provided in this
Agreement.

         9.6 Binding Effect; Delegation of Duties Prohibited. This Agreement
shall inure to the benefit of, and shall be binding upon, the parties hereto and
their respective successors, assigns, heirs, and legal representatives,
including any entity with which the Employer may merge or consolidate or to
which all or substantially all of its assets may be transferred. The duties and
covenants of the Executive under this Agreement, being personal, may not be
delegated.

         9.7 Notices. All notices, consents, waivers, and other communications
under this Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand (with written confirmation of receipt), (b)
sent by facsimile (with written confirmation of receipt), provided that a copy
is mailed by registered mail, return receipt requested, or (c) when received by
the addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
party may designate by notice to the other parties):

         If to Employer:
                  Trade Source International, Inc.
                  P.O. Box 5158
                  El Dorado Hills, California 95630
                  Facsimile No.: (916) 933-6047


                                      -12-

<PAGE>   13


         Executive:
                  Leslie Humphrey
                  c/o Trade Source International, Inc.
                  5005 Hillsdale Circle
                  El Dorado Hills, California 95762
                  Facsimile No.: (916) 933-6047

         with a copy to:
                  Gary L. Bradus
                  Weintraub Genshlea & Sproul
                  400 Capitol Mall
                  Eleventh Floor
                  Sacramento, California 95814
                  Facsimile No.: (916) 446-1611

         Craftmade:
                  Craftmade International, Inc.
                  650 South Royal Lane
                  Suite 100
                  P.O. Box #1037
                  Coppell, Texas 75019-1037
                  Attention: James Ridings
                  Facsimile No.: (972) 304-3754

         with a copy to:
                  Brian D. Barnard
                  Haynes and Boone, LLP
                  201 Main Street
                  Suite 2200
                  Fort Worth, Texas 76102
                  Facsimile No.: (817) 347-6650

         9.8 Entire Agreement; Amendments. This Agreement, the Merger Agreement,
and the documents executed in connection with the Merger Agreement, contain the
entire agreement between the parties with respect to the subject matter hereof
and supersede all prior agreements and understandings, oral or written, between
the parties hereto with respect to the subject matter hereof. This Agreement may
not be amended orally, but only by an agreement in writing signed by the parties
hereto.

         9.9 Governing Law. This Agreement will be governed by the laws of the
State of Texas without regard to conflicts of laws principles.

         9.10 Jurisdiction. Any action or proceeding seeking to enforce any
provision of, or based on any right arising out of, this Agreement shall be
brought against any of the parties in 


                                      -13-

<PAGE>   14


the courts of the State of Texas, County of Dallas, or, if it has or can acquire
jurisdiction, in the United States District Court for the Northern District of
Texas, and each of the parties consents to the jurisdiction
of such courts (and of the appropriate appellate courts) in any such action or
proceeding and waives any objection to venue laid therein. Process in any action
or proceeding referred to in the preceding sentence may be served on either
party anywhere in the world.

         9.11 Section and Article Headings, Construction. The headings of
Sections and Articles in this Agreement are provided for convenience only and
will not affect its construction or interpretation. All references to "Section"
or "Sections" and "Article" or "Articles" refer to the corresponding Section or
Sections and Article or Articles of this Agreement unless otherwise specified.
All words used in this Agreement will be construed to be of such gender or
number as the circumstances require. Unless otherwise expressly provided, the
word "including" does not limit the preceding words or terms.

         9.12 Severability. If any provision of this Agreement is held invalid
or unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

         9.13 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.

         9.14 Dispute Resolution. Subject to the Company's right to seek
injunctive relief in court as provided in Section 9.1 of this Agreement, any
dispute, controversy or claim arising out of or in relation to or connection to
this Agreement, including without limitation any dispute as to the construction,
validity, interpretation, enforceability or breach of this Agreement, shall be
exclusively and finally settled by arbitration, and any party may submit such
dispute, controversy or claim, including a claim for indemnification under this
Section 9.14, to arbitration.

              (a) Arbitrators. The arbitration shall be heard and determined by 
         one arbitrator, who shall be impartial and who shall be selected by
         mutual agreement of the parties; provided, however, that if the dispute
         involves more than $50,000, then the arbitration shall be heard and
         determined by three (3) arbitrators. If three (3) arbitrators are
         necessary as provided above, then (i) each side shall appoint an
         arbitrator of its choice within thirty (30) days of the submission of a
         notice of arbitration and (ii) the party-appointed arbitrators shall in
         turn appoint a presiding arbitrator of the tribunal within thirty (30)
         days following the appointment of the last party-appointed arbitrator.
         If (x) the parties cannot agree on the sole arbitrator, (y) one party
         refuses to appoint its party-appointed arbitrator within said thirty
         (30) day period or (z) the party-appointed arbitrators cannot reach
         agreement on a presiding arbitrator of the tribunal, then the
         appointing authority for the implementation of such procedure shall be
         the Senior United States District Judge for the Northern District of
         Texas, who shall appoint an independent arbitrator who does not have
         any financial interest in the dispute, controversy or claim. 


                                      -14-

<PAGE>   15


         If the Senior United States District Judge for the Northern District of
         Texas refuses or fails to act as the appointing authority within ninety
         (90) days after being requested to do so, then the appointing authority
         shall be the Chief Executive Officer of the American Arbitration
         Association, who shall appoint an independent arbitrator who does not
         have any financial interest in the dispute, controversy or claim. All
         decisions and awards by the arbitration tribunal shall be made by
         majority vote.

                  (b) Proceedings. Unless otherwise expressly agreed in writing
         by the parties to the arbitration proceedings:

                           (i) The arbitration proceedings shall be held in
                  Dallas, Texas, at a site chosen by mutual agreement of the
                  parties, or if the parties cannot reach agreement on a
                  location within thirty (30) days of the appointment of the
                  last arbitrator, then at a site chosen by the arbitrators;

                           (ii) The arbitrators shall be and remain at all times
                  wholly independent and impartial;

                           (iii) The arbitration proceedings shall be conducted
                  in accordance with the Commercial Arbitration Rules of the
                  American Arbitration Association, as amended from time to
                  time;

                           (iv) Any procedural issues not determined under the
                  arbitral rules selected pursuant to item (iii) above shall be
                  determined by the law of the place of arbitration, other than
                  those laws which would refer the matter to another
                  jurisdiction;

                           (v) The costs of the arbitration proceedings
                  (including attorneys' fees and costs) shall be borne in the
                  manner determined by the arbitrators;

                           (vi) The decision of the arbitrators shall be reduced
                  to writing; final and binding without the right of appeal; the
                  sole and exclusive remedy regarding any claims, counterclaims,
                  issues or accounting presented to the arbitrators; made and
                  promptly paid in United States dollars free of any deduction
                  or offset; and any costs or fees incident to enforcing the
                  award shall, to the maximum extent permitted by law, be
                  charged against the party resisting such enforcement;

                           (vii) The award shall include interest from the date
                  of any breach or violation of this Agreement, as determined by
                  the arbitral award, and from the date of the award until paid
                  in full, at 6% per annum; and

                           (viii) Judgment upon the award may be entered in any
                  court having jurisdiction over the person or the assets of the
                  party owing the judgment or 


                                      -15-


<PAGE>   16


                  application may be made to such court for a judicial
                  acceptance of the award and an order of enforcement, as the
                  case may be.

         9.15     Guarantee of Performance. In the event that Employer fails to
comply with any of its obligations pursuant to this Agreement, Craftmade shall
use its best efforts to fulfill such obligations of Employer.


                                    * * * * *

                                      -16-

<PAGE>   17



         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date above first written above.

                                             EXECUTIVE:



                                             /s/ Leslie Humphrey
                                             ---------------------------
                                             Leslie Humphrey



                                             CRAFTMADE INTERNATIONAL, INC.



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



                                             TRADE SOURCE INTERNATIONAL, INC.




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

                                      -17-