<SUBMISSION>
<ACCESSION-NUMBER>0000950134-02-013010
<TYPE>DEF 14A
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20021126
<FILING-DATE>20021028
<EFFECTIVENESS-DATE>20021028
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CRAFTMADE INTERNATIONAL INC
<CIK>0000856250
<ASSIGNED-SIC>5064
<IRS-NUMBER>752057054
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>DEF 14A
<ACT>34
<FILE-NUMBER>000-26667
<FILM-NUMBER>02800359
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>650 S ROYAL LANE SUITE 100
<CITY>COPPELL
<STATE>TX
<ZIP>75050
<PHONE>9723933800
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>CRAFTMADE INTERNATIONAL INC
<STREET2>650 S ROYAL LANE SUITE 100
<CITY>COPPELL
<STATE>TX
<ZIP>75050
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>d00559ddef14a.txt
<DESCRIPTION>DEFINITIVE PROXY STATEMENT
<TEXT>
<PAGE>
                                  SCHEDULE 14A
                                 (RULE 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

           PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                 EXCHANGE ACT OF 1934 (AMENDMENT NO. _________)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>
<S>                                                   <C>
[ ]      Preliminary Proxy Statement                  [ ]      Confidential, for Use of the
                                                               Commission Only (as permitted by Rule 14a-6(e)(2))
</Table>

[X]      Definitive Proxy Statement

[ ]      Definitive Additional Materials

[ ]      Soliciting Material Pursuant to Rule 14a-12

                          CRAFTMADE INTERNATIONAL, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

         [X]      No fee required.

         [ ]      Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
                  and 0-11.

         (1)      Title of each class of securities to which transaction
                  applies:

--------------------------------------------------------------------------------
         (2)      Aggregate number of securities to which transaction applies:

--------------------------------------------------------------------------------
         (3)      Per unit price or other underlying value of transaction
                  computed pursuant to Exchange Act Rule 0-11 (set forth the
                  amount on which the filing fee is calculated and state how it
                  was determined):

--------------------------------------------------------------------------------
         (4)      Proposed maximum aggregate value of transaction:

--------------------------------------------------------------------------------
         (5)      Total fee paid:

--------------------------------------------------------------------------------

         [ ]      Fee paid previously with preliminary materials:

                  [ ] Check box if any part of the fee is offset as provided by
                  Exchange Act Rule 0-11(a)(2) and identify the filing for which
                  the offsetting fee was paid previously. Identify the previous
                  filing by registration statement number, or the Form or
                  Schedule and the date of its filing.

         (1)      Amount previously paid:

--------------------------------------------------------------------------------
         (2)      Form, Schedule or Registration Statement No.:

--------------------------------------------------------------------------------
         (3)      Filing Party:

--------------------------------------------------------------------------------
         (4)      Date Filed:

--------------------------------------------------------------------------------

<PAGE>

                          CRAFTMADE INTERNATIONAL, INC.
                         650 South Royal Lane, Suite 100
                              Coppell, Texas 75019


                                                                October 25, 2002


TO OUR STOCKHOLDERS:

You are cordially invited to attend our 2002 annual meeting of stockholders,
which will be held Tuesday, November 26, 2002, at 9:00 a.m., local time, at our
corporate office, 650 South Royal Lane, Suite 100, Coppell, Texas.

We hold our annual meetings at our corporate office in order to provide our
stockholders an opportunity to visit our facility, meet the employees and see
your company at work. We feel this is the best way for our investors to see for
themselves what we are all about.

Please read these materials so that you'll know what we plan to do at the
meeting. Also, please sign and return the accompanying proxy card. This way,
your shares will be voted as you direct even if you can't attend the meeting. If
you would like to attend, please see the instructions on "How to Attend the
Meeting."


/s/ James R. Ridings
James R. Ridings
Chairman of the Board



<PAGE>

                                [CRAFTMADE LOGO]

                          CRAFTMADE INTERNATIONAL, INC.
                         650 South Royal Lane, Suite 100
                              Coppell, Texas 75019

                NOTICE OF THE 2002 ANNUAL MEETING OF STOCKHOLDERS

         The annual meeting of stockholders of Craftmade International, Inc.
(the "Company") will be held on Tuesday, November 26, 2002, at 9:00 a.m., local
time, at the Company's office at 650 South Royal Lane, Suite 100, Coppell,
Texas, for the following purposes:

         (1)      To elect eleven (11) directors to serve until the next annual
                  meeting of stockholders of the Company and until their
                  successors have been elected and qualified;

         (2)      To ratify and approve the selection of PricewaterhouseCoopers
                  LLP as the Company's independent accountants for 2003; and

         (3)      To transact any other business properly before the annual
                  meeting.

         Only stockholders of record at the close of business on October 18,
2002, can vote at the meeting.

         A complete list of stockholders entitled to vote at the annual meeting
will be maintained at the Company's offices at 650 South Royal Lane, Suite 100,
Coppell, Texas 75019, for ten days prior to the annual meeting.

         All stockholders are cordially invited to attend the annual meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ACCOMPANYING
ENVELOPE. IF YOU DO ATTEND THE ANNUAL MEETING IN PERSON, YOU MAY WITHDRAW YOUR
PROXY AND VOTE IN PERSON. ATTENDANCE AT THE ANNUAL MEETING IS LIMITED TO
STOCKHOLDERS, THEIR PROXIES AND INVITED GUESTS OF THE COMPANY.

                                             By Order of the Board of Directors,

                                             /s/ Kathleen B. Oher

                                             Kathleen B. Oher
                                             Secretary




Coppell, Texas
October 25, 2002

<PAGE>

                          CRAFTMADE INTERNATIONAL, INC.
                         650 SOUTH ROYAL LANE, SUITE 100
                              COPPELL, TEXAS 75019

                                 PROXY STATEMENT

                       FOR ANNUAL MEETING OF STOCKHOLDERS
                    TO BE HELD ON TUESDAY, NOVEMBER 26, 2002


                                     GENERAL

         The Board of Directors of Craftmade International, Inc. (the "Company")
is soliciting proxies for the 2002 annual meeting of stockholders. The annual
meeting will be held on Tuesday, November 26, 2002, at 9:00 a.m., local time, at
the Company's office at 650 South Royal Lane, Suite 100, Coppell, Texas. This
proxy statement, the form of proxy and annual report to stockholders were first
mailed to stockholders on or about October 30, 2002.

WHO CAN VOTE

         Record holders of common stock, par value $0.01 per share (the "Common
Stock"), of the Company at the close of business on October 18, 2002 (the
"Record Date"), may vote at the meeting. On the Record Date, 5,523,158 shares of
Common Stock were outstanding. Each stockholder has one vote for each share of
Common Stock held by that stockholder.

HOW YOU CAN VOTE

         Shares represented by a proxy in the form provided to you with this
proxy statement will be voted at the annual meeting in accordance with your
directions. To be valid and counted at the annual meeting, you must sign, date
and return your proxy card to us.

         IF YOU DO NOT SPECIFY ON YOUR PROXY CARD HOW YOU WANT TO VOTE YOUR
SHARES, WE WILL VOTE THEM:

         -        FOR THE ELECTION OF THE ELEVEN NOMINEES FOR DIRECTOR NAMED IN
                  THE PROXY CARD; AND

         -        FOR THE APPROVAL OF PRICEWATERHOUSECOOPERS LLP AS THE
                  COMPANY'S INDEPENDENT ACCOUNTANTS FOR 2003.

OTHER MATTERS TO BE ACTED UPON AT THE MEETING

         We do not know of any other matters to be presented or acted upon at
the annual meeting. Under our Bylaws, if any other matter is presented at the
meeting on which a vote may properly be taken, the shares represented by proxies
in the accompanying form will be voted in accordance with the judgment of the
person or persons voting those shares.



<PAGE>

REQUIRED VOTES

         A majority of the shares of Common Stock entitled to vote, present in
person at the annual meeting or represented by proxy at the annual meeting,
shall constitute a quorum at the annual meeting. For purposes of the quorum and
the discussion below regarding the votes necessary to take stockholder action,
stockholders of record who are present at the annual meeting in person or
represented by proxy and who abstain, including brokers holding customers'
shares of record who cause abstentions to be recorded at the annual meeting, are
considered stockholders who are present and entitled to vote, and they count
toward the quorum.

         Brokers holding shares of record for customers generally are not
entitled to vote on certain matters unless they receive voting instructions from
their customers. "Uninstructed shares" means shares held by a broker who has not
received instructions from its customers on such matters, and the broker has so
notified the Company on a proxy form or has otherwise advised us that the broker
lacks voting authority. "Broker non-votes" means the votes that could have been
cast on the matter in question by brokers with respect to uninstructed shares if
the brokers had received their customers' instructions.

         Election of Directors. Directors are elected by a plurality of the
votes of the shares represented in person or by proxy. Votes may be cast in
favor of or withheld with respect to each nominee. Abstentions and broker
non-votes will not be counted by us.

         Ratification of Independent Accountants. The affirmative vote of the
majority of the shares present in person or represented by proxy and entitled to
vote is required to ratify PricewaterhouseCoopers LLP as the Company's
independent accountants for 2003.

REVOCATION OF PROXIES

         You can revoke your proxy at any time before it is exercised in any of
three ways:

         -        by submitting written notice of revocation to the Secretary of
                  the Company;

         -        by submitting another proxy that is properly signed and later
                  dated; or

         -        by attending and voting in person at the meeting.

HOW TO ATTEND THE MEETING

         We encourage all holders of Common Stock on the Record Date to attend
the annual meeting. This will give you an opportunity to visit the Company's
facility, talk to management and vote your shares in person. If you are
interested in attending, call our Corporate Secretary, Kathleen B. Oher, at
(800) 527-2578 for directions.


                                       2
<PAGE>

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The table below sets forth, as of October 18, 2002, the number of
shares of Common Stock and the percentage of outstanding shares owned of record
by (i) each incumbent director and each nominee for director of the Company;
(ii) each named executive officer of the Company; (iii) all directors and named
executive officers of the Company as a group; and (iv) each person who
beneficially owns more than five percent of the Common Stock. Except as
otherwise noted, each named individual has sole voting and investment power with
respect to such shares.

<Table>
<Caption>
                                                   AMOUNT AND NATURE         PERCENT
      NAME OF BENEFICIAL OWNER                  OF BENEFICIAL OWNERSHIP     OF CLASS
      ------------------------                  -----------------------    -----------
<S>                                            <C>                         <C>
James R. Ridings (1)                                       864,949                15.7%
Clifford Crimmings                                           9,550(2)                *
Kathleen B. Oher                                            10,000(3)                *
Neall W. Humphrey (4)                                      491,553(5)              8.9%
John DeBlois (6)                                           248,413                 4.5%
A. Paul Knuckley                                            46,636(7)                *
Jerry E. Kimmel                                             11,136(8)                *
Lary C. Snodgrass                                           23,485(9)                *
R. Don Morris (10)                                              --                  --
L. Dale Griggs (11)                                          2,250                   *
William E. Bucek (12)                                        1,300(13)               *
All directors and named executive officers               1,709,272                30.9%
as a group (11 persons)
Wellington Management Company, L.L.P. (14)                 585,000                10.6%
Deutsche Bank Aktiengsellschaft (15)                       935,700                16.9%
</Table>

----------

*        Less than 1%

(1)      The address of Mr. Ridings is 650 South Royal Lane, Suite 100, Coppell,
         Texas 75019.

(2)      Includes 5,000 shares that may be issued pursuant to stock options that
         are exercisable within the next 60 days.

(3)      Includes 10,000 shares that may be issued pursuant to stock options
         that are exercisable within the next 60 days.

(4)      The address of Mr. Humphrey is 5005 Hillsdale Circle, El Dorado Hills,
         California 95762.

(5)      Held jointly by Mr. Humphrey and his wife, Leslie D. Humphrey.

(6)      The address of Mr. DeBlois is 301 Eastbrook Road #301, Dedham,
         Massachusetts 02026.

(7)      Includes 250 shares owned by Mr. Knuckley's spouse and 9,300 shares
         owned by a trust on behalf of Mr. Knuckley's children, of which Mr.
         Knuckley is co-trustee. Mr. Knuckley disclaims beneficial ownership of
         such shares. Also includes 4,500 shares that may be issued pursuant to
         stock options that are exercisable within the next 60 days. Does not
         include 127,884 shares owned by four trusts on behalf of Mr. Ridings'
         children, of which Mr. Knuckley is a co-trustee. Mr. Knuckley disclaims
         beneficial ownership of these shares.



                                       3
<PAGE>

(8)      Includes 4,500 shares that may be issued pursuant to stock options that
         are exercisable within the next 60 days.

(9)      Includes 4,000 shares held in Snodgrass Children's Ltd., a family
         limited partnership. Mr. Snodgrass disclaims beneficial ownership of
         such shares. Also includes 4,500 shares that may be issued pursuant to
         stock options that are exercisable within the next 60 days.

(10)     The address of Mr. Morris is 2390 Coyote Run, Rockwall, Texas 75087.

(11)     The address of Mr. Griggs is 6617 Meadows West Dr., South, Ft. Worth,
         Texas 76132.

(12)     The address of Mr. Bucek is 1315 Russek St., Schulenburg, Texas 78956.

(13)     Includes 400 shares held in Jerome Joseph Bucek Family Trust, of which
         Mr. Bucek is co-trustee. Mr. Bucek disclaims beneficial ownership of
         such shares.

(14)     The address of Wellington Management Company, LLP ("Wellington") is 75
         State Street, Boston, Massachusetts 02109. Wellington has sole
         dispositive power over 407,000 shares, has shared dispositive power
         over 178,000 shares, has sole voting power over 296,000 shares, and has
         shared voting power over 178,000 shares. Wellington is an investment
         adviser. The information included in this table and this note is
         derived from a report on Form 13F filed by Wellington with the
         Securities and Exchange Commission on August 14, 2002.

(15)     The address of Deutsche Bank Aktiengsellschaft ("Deutsche Bank") is
         Taunusanlag 12, 60325 Frankfurt am Main, Germany. Deutsche Bank has
         share dispositive power over 935,700 shares, and has sole voting power
         over 799,400 shares. The information included in this table and this
         note is derived from a report on Form 13F filed by Deutsche Bank with
         the Securities and Exchange Commission on August 14, 2002.

                                  PROPOSAL ONE
                              ELECTION OF DIRECTORS

GENERAL

         Eleven directors will be elected at this year's annual meeting. Each
director will serve until the next annual meeting and until he or she is
succeeded by another director who has been duly elected and qualified.

         We will vote your shares as you specify on the enclosed proxy form. If
you sign, date, and return the proxy form, but don't specify how you want your
shares voted, we will vote them for the election of all the nominees listed
below. If unforeseen circumstances (such as death or disability) make it
necessary for the Board of Directors to substitute another person for any of the
nominees, we will vote your shares for that person. Proxies can't be voted for
the election of more than eleven persons to the Board of Directors. Directors
are elected by plurality vote, and cumulative voting is not permitted.

         Each of the following nominees for director is currently a member of
the Board of Directors: Mr. Ridings, Mr. Crimmings, Ms. Oher, Mr. Humphrey, Mr.
DeBlois, Mr. Knuckley, Mr. Kimmel and Mr. Snodgrass. Each of Mr. Bucek, Mr.
Griggs and Mr. Morris is an new nominee for election to the Board of Directors.



                                       4
<PAGE>

         The following sets forth a brief biography describing the principal
occupation and certain other information about each nominee for director. Each
nominee has consented to serve as a director if elected. The following
information about the nominees was provided by the nominees.

NOMINEES

         JAMES R. RIDINGS, age 52, has served as Chairman and Chief Executive
Officer of the Company since 1986 and President since 1989. Mr. Ridings has been
a director of the Company since its organization in 1985 and was a Vice
President from 1985 to 1986. Between 1971 and 1984, Mr. Ridings was a sales
representative with Kevco, Inc., Fort Worth, Texas, and its predecessor company,
a wholesale distributor of ceiling fans, plumbing supplies and mobile home
accessories.

         CLIFFORD CRIMMINGS, age 52, has served as Vice President of Marketing
of the Company since its organization in 1985 and a director since 1987. Between
1969 and 1985, Mr. Crimmings was employed as a sales representative and then as
a sales manager with Kevco, Inc. and its predecessor company.

         KATHLEEN B. OHER, age 42, has served as Vice President, Chief Financial
Officer, Secretary and a director of the Company since October 1999. Between
1995 and 1999, Ms. Oher was Director of Research and Senior Vice President of
Southwest Securities, an investment banking and brokerage firm. Between 1992 and
1995, Ms. Oher was Financial and Operations Principal of Barre & Company, Inc.,
a regional brokerage firm acquired by Southwest Securities, Inc. in 1995.
Between 1989 and 1991, Ms. Oher was an accountant for Ernst & Young LLP, a
public accounting firm. Ms. Oher holds a B.S. degree in Accounting from the
University of Texas at Dallas. Ms. Oher has been a Certified Public Accountant
since 1992.

         NEALL W. HUMPHREY, age 54, was the founder of Trade Source
International, Inc., a California corporation ("TSI California"), and served as
its President and Chief Executive Officer from 1984 until July 1998. Between
1981 and 1984, Mr. Humphrey was employed by DataSearch and Infosearch, records
information companies. Between 1974 and 1981, Mr. Humphrey was employed by
Bucyrus Erie Company, an international manufacturer of heavy excavating
equipment. Mr. Humphrey received a Bachelor of Arts from California State in
Sacramento in 1973 and a Masters degree in International Management from
Thunderbird Graduate School in 1974. Mr. Humphrey has served as a director of
the Company since October 1998, and as President of Trade Source International,
Inc., a Delaware corporation and the Company's wholly-owned subsidiary ("TSI"),
since July 1998.

         JOHN DEBLOIS, age 49, served as Vice President of Sales of TSI
California from 1987 to July 1998. In 1979, Mr. DeBlois purchased Regal-Lite
Corp., a domestic lighting manufacturing company, which was merged into TSI
California in 1987. Between 1978 and 1979, Mr. DeBlois served as a retail
representative of Mosley, Halgarten, Eastbrook and Weedon, a regional brokerage
firm. Between 1975 and 1977, Mr. DeBlois was a stockbroker for Paine Webber
Group Inc. Mr. DeBlois received a B.B.A. degree in Economics from Tufts
University in 1975. Mr. DeBlois has served as a director of the Company since
October 1998, and as Executive Vice President of TSI since July 1998.

         A. PAUL KNUCKLEY, age 53, has served since 1974 as President and Chief
Executive Officer of Knuckley Inc., d.b.a. Ditch Witch of East Texas, and as
owner and Vice-President of Witch Equipment Co., Inc. of Ft. Worth, Texas. Prior
to 1974, Mr. Knuckley was employed by John Hancock Mutual Life Insurance Company
as a life and health underwriter. Mr. Knuckley received a B.B.A. degree from
Texas Tech University in 1971 in both Personnel and Administrative Management.
Mr. Knuckley currently serves as an Advisory Director of Adams Laboratories,
Inc. Mr. Knuckley is and has been for more than the preceding five years active
as a private investor. Mr. Knuckley has served as a director of the Company
since October 1996.



                                       5
<PAGE>
         JERRY E. KIMMEL, age 65, is a founder of Kevco, Inc., serving as
President from 1964 to 1993, as Chairman of the Board, President and Chief
Executive Officer from 1993 to July 1999, and as Vice Chairman of the Board from
July 1999 through June 2001. Kevco Inc. filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy Code on February
5, 2001. Mr. Kimmel has served as Chairman of the Board of Governors of the
Manufactured Housing Institute, a leading manufactured housing trade group. In
1992, Mr. Kimmel was inducted into the MH/RV Hall of Fame and in 1995 was
selected Entrepreneur of the Year for manufacturing and distribution division
for the southwest region of the United States. Mr. Kimmel has served as a
director of the Company since October 1996.

         LARY C. SNODGRASS, age 53, has been employed by Pickens, Snodgrass,
Koch & Company, P.C., a public accounting firm, since 1973, serving as managing
partner and president from 1980 to 1995 and as principal since 1995. Between
1970 and 1973, Mr. Snodgrass was a senior accountant for Arthur Andersen & Co.,
an international public accounting firm. Mr. Snodgrass received a B.B.A. degree
in Accounting from Texas Tech University in 1970. Mr. Snodgrass has been a
Certified Public Accountant since 1972. Mr. Snodgrass currently serves as an
advisory director of Chase Bank of Texas-Arlington, Texas, FAS Technologies,
Inc. and Dan Dipert Travel, Inc., and as a director of Rough Creek Lodge, Inc.,
Adams Laboratories, Inc. and Conel Corporation, where he also serves as Chairman
of the Board. Mr. Snodgrass has served as a director of the Company since
October 1998.

         WILLIAM E. BUCEK, age 64, is the founder of Double B Foods, Inc., a
Texas corporation, serving as President from 1971 until 1999, and currently
serving as Chairman of the Board and Chief Executive Officer. Mr. Bucek has been
a Director of Hill Bank & Trust, Weimar, Texas, since 1994. Mr. Bucek received a
B.S. degree from Rice University in 1960.

         L. DALE GRIGGS, age 69, is a retiree from a forty-five year banking
career. Mr. Griggs served as Executive Vice President and Director of Overton
Bank and Trust of Fort Worth, Texas, from 1983 through 1998 and as Executive
Vice President of Frost Bank, Fort Worth, Texas, from 1998 through 2001. Mr.
Griggs is currently the Director of First Security State Bank, Cranfills Gap,
Texas. Mr. Griggs received a B.S. Degree in Management and Finance from Texas
Christian University. Mr. Griggs is also a graduate of Southwestern Graduate
School of Banking of Southern Methodist University.

         R. DON MORRIS, age 63, served as Senior Vice President and Chief
Financial Officer of Michaels Stores, Inc. in January 1990 and in August 1990 he
became an Executive Vice President. Mr. Morris retired from Michaels Stores in
1997. In 1998 he joined the Board of Directors of Jumbo Sports Inc. and served
on its Audit and Compensation Committees during its time of bankruptcy. Mr.
Morris currently serves on Lake Cypress Springs Water Board which has the
responsibility for overseeing the operations of Lake Cypress Springs. Mr. Morris
graduated from Texas Tech University with an M.B.A. in 1962.

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF
THE NOMINEES FOR DIRECTOR NAMED ABOVE.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         TSI leases certain office space from an affiliate of Neall Humphrey,
who is a nominee for election to the Board of Directors, President of TSI and
who was also one of TSI California's principal owners. This lease is for $7,500
per month on a month-to-month basis. The Company believes that the payments
required under the lease are no less favorable than the payments that would be
required under a lease with an independent third party.



                                       6
<PAGE>

DIRECTOR COMPENSATION

         Directors who are not otherwise salaried employees of the Company are
compensated by payment of $2,500 in the form of Common Stock per board meeting
attended in consideration for such service. Directors do not receive any
additional compensation for their attendance at committee meetings. In addition,
directors will be reimbursed for reasonable expenses incurred in connection with
their attendance at meetings.

MEETINGS OF THE BOARD OF DIRECTORS

         The Board of Directors met four times during the fiscal year ended June
30, 2002. No incumbent director attended fewer than 75% of the total number of
meetings of the Board of Directors and of the board committees of which they
were members during such period.

COMMITTEES OF THE BOARD OF DIRECTORS

         The Company's Board of Directors has two standing committees: audit and
compensation. The duties and members of these committees are as follows.

         Audit Committee. The audit committee meets with management to consider
the adequacy of the internal controls of the Company and the objectivity of
financial reporting. Its primary function is to assist the Board of Directors in
fulfilling its oversight responsibilities by reviewing (i) the financial
information to be provided to the stockholders, potential stockholders, the
investment community and others; (ii) the systems of internal controls
established by the management and the Board of Directors; and (iii) the audit
process. The audit committee also meets with the independent accountants and
with appropriate Company financial personnel about these matters. The functions
of the audit committee also include recommending to the board of directors the
appointment of the independent accountants (subject to ratification by the
stockholders at the annual meeting), reviewing annually the Audit Committee
Charter, approving certain other types of professional service rendered to the
Company by the independent public accountants and considering the possible
effects of such services on the independence of such public accountants. Both
the internal accounting department and the independent accountants periodically
meet alone with the audit committee and always have unrestricted access to the
audit committee. The audit committee currently consists of A. Paul Knuckley,
Lary C. Snodgrass and Jerry Kimmel, each of whom is an outside director. Mr.
Snodgrass is the Chairman of the audit committee. Four meetings of the audit
committee were held during the Company's 2002 fiscal year.

         Compensation Committee. The compensation committee is responsible for
reviewing and recommending compensation awards for the Company's senior
executives, including the Chief Executive Officer. The compensation committee
currently consists of A. Paul Knuckley, Lary C. Snodgrass and Jerry Kimmel, each
of whom is an outside director. The Committee met one time during the Company's
year ended June 30, 2002.

         The Company at present has no standing nominating committee because the
Board of Directors as a whole functions in this capacity. The Company may
consider constituting such a committee in the future if the growth and
complexity of its operations so warrants or if compliance with regulatory
procedures is necessitated.



                                       7
<PAGE>
EXECUTIVE OFFICERS

         The executive officers of the Company, who are elected by the Board of
Directors of the Company and serve at its discretion, are as follows:

<Table>
<Caption>
                  Name                      Age                                Position
                  ----                      ---                                --------
<S>                                       <C>                          <C>
         James R. Ridings                    52                        Chairman of the Board,
                                                                       Chief Executive Officer and
                                                                       President of Craftmade

         Clifford Crimmings                  52                        Vice President of Marketing
                                                                       of Craftmade

         Kathleen B. Oher                    42                        Vice President, Chief Financial
                                                                       Officer and Secretary
                                                                       of Craftmade

         Neall W. Humphrey                   54                        President of TSI

         John DeBlois                        49                        Executive Vice President of TSI
</Table>

The business experience of these persons is included under "Proposal One:
Election of Directors -- Nominees."

EXECUTIVE COMPENSATION

         The following table sets forth compensation awarded by the Company to
its Chief Executive Officer and its four other most highly compensated executive
officers (the "named executive officers"), based on salary and bonus earned,
whose total compensation exceeded $100,000, rendered during the fiscal years
ended June 30, 2000, 2001 and 2002.

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>


                                                   ANNUAL COMPENSATION
                                       ---------------------------------------------
        NAME AND
        PRINCIPAL                                                     OTHER ANNUAL
        POSITION              YEAR      SALARY($)       BONUS($)     COMPENSATION($)
        ---------             ----     -----------     -----------   ---------------
<S>                           <C>      <C>             <C>           <C>
James Ridings                 2002     $   316,958     $         0     $         0
  Chairman of the             2001     $   317,450     $         0     $         0
  Board, Chief                2000     $   294,220     $         0     $         0
  Executive Officer and
  President of
  Craftmade

Kathleen B. Oher              2002     $   183,656     $         0     $         0
  Chief Financial             2001     $   183,144     $         0     $         0
  Officer, and Secretary      2000     $   114,700     $         0     $         0
  of Craftmade

Clifford Crimmings            2002     $   182,631     $         0     $         0
  Vice President              2001     $   183,168     $         0     $         0
  Marketing of                2000     $   173,556     $         0     $         0
  Craftmade

Neall W. Humphrey             2002     $   273,610     $         0     $         0
  President of TSI            2001     $   263,016     $         0     $         0
                              2000     $   242,927     $         0     $         0

John DeBlois                  2002     $   273,010     $         0     $         0
  Executive Vice              2001     $   263,016     $         0     $         0
  President of TSI            2000     $   242,927     $         0     $         0

<Caption>
                                              LONG TERM COMPENSATION
                              --------------------------------------------------
                                            AWARDS                     PAYOUTS
                              ----------------------------------     -----------
        NAME AND                                   SECURITIES
        PRINCIPAL                RESTRICTED        UNDERLYING           LTIP           ALL OTHER
        POSITION              STOCK AWARD(S)($)  OPTIONS/SARS(#)     PAYOUTS($)     COMPENSATION($)
        ---------             -----------------  ---------------     -----------    ---------------
<S>                           <C>                <C>                 <C>            <C>
James Ridings                   $         0                 0        $         0      $         0
  Chairman of the               $         0                 0        $         0      $         0
  Board, Chief                  $         0                 0        $         0      $         0
  Executive Officer and
  President of
  Craftmade

Kathleen B. Oher                $         0                 0        $         0      $    21,143(3)
  Chief Financial                                           0                         $     5,144(4)
  Officer, and Secretary                               50,000(1)                      $         0
  of Craftmade

Clifford Crimmings              $         0                 0        $         0      $     5,244(4)
  Vice President                $         0                 0        $         0      $     5,239(4)
  Marketing of                  $         0            25,000(2)     $         0      $     4,379(4)
  Craftmade

Neall W. Humphrey               $         0                 0        $         0      $     4,047(4)
  President of TSI              $         0                 0        $         0      $     3,089(4)
                                $         0                 0        $         0      $     4,162(4)

John DeBlois                    $         0                 0        $         0      $         0
  Executive Vice                $         0                 0        $         0      $         0
  President of TSI              $         0                 0        $         0      $         0
</Table>

----------

                                       8
<PAGE>
(1)      On October 29, 1999, Ms. Oher was granted an option to purchase 50,000
         shares of Common Stock at an exercise price of $6.75 per share. One
         fifth of the optioned shares become exercisable commencing on October
         27, 2000, and one fifth of the optioned shares become exercisable on
         each anniversary thereafter, until October 27, 2004. Such stock options
         cannot be exercised after October 29, 2009.

(2)      On October 29, 1999, Mr. Crimmings was granted an option to purchase
         25,000 shares of Common Stock at an exercise price of $6.75 per share.
         One fifth of the optioned shares become exercisable commencing on
         October 29, 2000, and one fifth of the optioned shares become
         exercisable on each anniversary thereafter, until October 29, 2004.
         Such stock options cannot be exercised after October 29, 2009.

(3)      Includes $5,257 contributed by the Company on behalf of the Ms. Oher
         pursuant to the Company's 401(k) plan and $15,887 provided to Ms. Oher
         pursuant to the Company's tuition reimbursement program.

(4)      Contributed by the Company on behalf of the named executive officers to
         the Company's 401(k) plan.

OPTION EXERCISES AND HOLDINGS

         The following table summarizes the number and value of options
exercised during the fiscal year ended June 30, 2002, if any, as well as the
number and value of unexercised options, as of June 30, 2002, for each of the
named executive officers of the Company.

       AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
                                  OPTION VALUES

<Table>
<Caption>
                                                                NUMBER OF SECURITIES
                                SHARES                         UNDERLYING UNEXERCISED      VALUE OF UNEXERCISED IN-THE-MONEY
                             ACQUIRED ON        VALUE             OPTIONS AT FY END            OPTIONS AT FY END ($) (1)
       NAME                 EXERCISE (#)     REALIZED ($)     EXERCISABLE/UNEXERCISABLE        EXERCISABLE/UNEXERCISABLE
       ----                 ------------     -------------    -------------------------    ---------------------------------
<S>                         <C>              <C>              <C>                          <C>

James Ridings                         --                --                       --                           --
Kathleen B. Oher                  10,000     $      49,826               0 / 30,000                $0 / $253,500
Clifford Crimmings                10,000     $      53,572               0 / 15,000                $0 / $126,750
Neall W. Humphrey                     --                --                       --                           --
John DeBlois                          --                --                       --                           --
</Table>

----------

(1)      Calculated using the aggregate market value (based on a June 29, 2002
         closing price per share of $15.20) of the shares of Common Stock
         underlying such options less the aggregate exercise price payable.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

         TSI Employment Agreements. In connection with the acquisition of TSI,
each of Neall W. Humphrey and John DeBlois entered into employment agreements
with the Company (collectively, the "TSI Employment Agreements"), effective July
1, 1998. Pursuant to the terms of the TSI Employment Agreements, Mr. Humphrey
became President of TSI, and Mr. DeBlois became Executive Vice President of TSI.
The term of each of the TSI Employment Agreements was initially three years, and
each TSI Employment Agreement may be extended for two additional one-year terms,
unless the executive elects not to renew. The TSI Employment Agreements are
currently in the second one-year extended term. Mr. Humphrey's and Mr. DeBlois'
salary is to be increased proportionate to any increases in the salary of the



                                       9
<PAGE>

Chief Executive Officer of the Company, subject to certain conditions. In
addition, Mr. Humphrey and Mr. DeBlois are entitled to receive an annual bonus
based on the performance of TSI, with the standards of such bonus to be
comparable to the standards concerning receipt of any bonus by the Chief
Executive Officer of the Company. In addition, pursuant to the TSI Employment
Agreements, Mr. Humphrey and Mr. DeBlois are entitled to certain other benefits,
including an automobile and the right to participate in any stock option plan of
the Company that is provided to the Company's Chief Executive Officer. The TSI
Employment Agreements also contain certain confidentiality and noncompetition
provisions.

         In the event that a TSI Employment Agreement is terminated by the
executive for good reason or by TSI without cause (as such terms are defined in
the TSI Employment Agreements), that executive will be entitled to receive his
salary for the remainder of the term of such TSI Employment Agreement, along
with (i) any accrued or unused vacation or sick leave for the calendar year and
(ii) that portion of his bonus for the fiscal year during which the termination
is effective, prorated through the date of termination. If a TSI Employment
Agreement is terminated by TSI for cause (as defined in the TSI Employment
Agreements) or the executive terminates for any reason other than for good
reason, that executive will be entitled to receive his salary only through the
date of termination and will not be entitled to any bonus for the fiscal year of
the termination. If a TSI Employment Agreement is terminated as a result of the
disability of the executive, that executive will be entitled to receive his
salary through the remainder of the calendar month of termination and the period
until disability insurance benefits commence. In the event of termination of a
TSI Employment Agreement because of death of the executive, that executive will
be entitled to receive his salary through the remainder of the calendar month of
the termination, along with 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.

         Oher Employment Agreement. Effective October 25, 1999, Kathleen Oher
entered into an employment agreement with the Company (the "Oher Employment
Agreement"). The term of the Oher Employment Agreement is initially three years.
After the initial term, the Oher Employment Agreement will be extended for two
additional one-year terms, unless Ms. Oher elects not to renew. At October 25,
2002, the Oher Employment Agreement was extended for a one-year term. Ms. Oher's
salary is to be increased proportionate to any increases in the salary of the
Chief Executive Officer of the Company, subject to certain conditions. In
addition, Ms. Oher will be entitled to receive an annual bonus based on the
performance of the Company, with the standards of such bonus to be comparable to
the standards concerning receipt of any bonus by the Chief Executive Officer of
the Company. Pursuant to the Oher Employment Agreement, Ms. Oher is entitled to
certain other benefits, including the right to participate in any stock option
plan of the Company that is provided to the Company's Chief Executive Officer.
Ms. Oher also received a grant of options to purchase 50,000 shares of Common
Stock, with an exercise price of $6.75, with such stock options vesting over
five years. The Oher Employment Agreement also contains certain confidentiality
and noncompetition provisions.

         In the event that the Oher Employment Agreement is terminated by the
executive for good reason or by the Company without cause (as such terms are
defined in the Oher Employment Agreement), Ms. Oher will be entitled to receive
her salary for the remainder of the term of the Oher Employment Agreement, along
with (i) the value of any accrued or unused vacation or sick leave for the
calendar year and (ii) that portion of her bonus for the fiscal year during
which the termination is effective, prorated through the date of termination. If
the Oher Employment Agreement is terminated by the Company for cause (as defined
in the Oher Employment Agreement) or Ms. Oher terminates for any reason other
than for good reason, Ms. Oher will be entitled to receive her salary only
through the date of termination and will not be entitled to any bonus for the
fiscal year of the termination. If the Oher Employment Agreement is terminated
as a result of the disability of Ms. Oher, she will be entitled to receive her
salary through the remainder of the calendar month of termination and the period
until disability insurance benefits commence. In the event of termination of the
Oher Employment Agreement because of death of Ms. Oher, she will be entitled to
receive her salary through the remainder of the calendar month of the



                                       10
<PAGE>

termination, along with her bonus, if any, for the fiscal year during which his
death occurs, prorated through the end of the calendar month during which her
death occurs. If the Oher Employment Agreement is terminated by either the
Company or Ms. Oher for any reason within twelve months of a Change of Control
of the Company (as defined in the Oher Employment Agreement), and (i) such
termination occurs during the initial term of the Oher Employment Agreement,
then the Company will pay Ms. Oher's salary for the remainder of such initial
term plus two times her salary, (ii) such termination occurs during the first
additional year of the Oher Employment Agreement, the Company will pay Ms.
Oher's salary for the remainder of such additional year plus an amount equal to
Ms. Oher's salary, and (iii) if such termination occurs during the second
additional year of the Oher Employment Agreement, the Company will pay Ms.
Oher's salary for the remainder of such second additional year.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

         The compensation committee is responsible for reviewing and
recommending compensation awards for the Company's senior executives, including
the Chief Executive Officer. The compensation committee currently consists of A.
Paul Knuckley, Lary C. Snodgrass and Jerry Kimmel, each of whom is an outside
director.

         Executive Compensation: Philosophy and Program Components. The
compensation committee believes that the overall objective of the executive
compensation program should be to encourage and reward enhancement of
stockholder value. The compensation committee believes that the executive
compensation program should be a comprehensive plan that will (i) motivate
executives for long-term management of the Company resulting in increased
stockholder value; (ii) reward effective management for the Company through
annual performance evaluations; and (iii) attract and retain key executives
through competitive salaries and other incentives. The two primary components of
executive compensation are currently base salary and cash bonuses. Executives
also participate in certain benefit programs available to other salaried
employees.

         Base Salary and Bonus. In the fiscal year ended June 30, 2002, base
salaries and bonuses for executive officers were based upon the individual's
responsibilities, experience and expected performance, taking into account,
among other things, the individual's initiative, contributions to the Company's
overall performance and handling of special projects. Base salaries for
executive officers generally are reviewed periodically for possible adjustment,
but are not necessarily changed that frequently.

         At various times in the past, the Company has adopted certain
broad-based employee benefit plans in which the executive officers and other key
management employees have been permitted to participate, including the
employee's 401(k) plan and the life and health insurance benefit plans available
to all salaried employees. Benefits under these plans are not typically directly
or indirectly tied to the Company's performance.

         Chief Executive Officer Compensation. Mr. Ridings' base salary for the
fiscal year ended June 30, 2002, was $317,000, unchanged from the prior fiscal
year. No bonus was paid to Mr. Ridings for the fiscal year ended June 30, 2002.
As with all executive officers, Mr. Ridings' bonus compensation is linked to
individual performance and the Company's profitability.

         Within the framework described above, the compensation committee
determines Mr. Ridings' base salary by reviewing his individual contributions to
the Company's business, level of responsibility, and career experience. The
compensation committee also reviews the salary structure of chief executive
officers of other companies in the industry. The committee does not think narrow
quantitative measures or formulas are sufficient for determining Mr. Ridings'
base salary. The committee does not give specific weights to the factors
considered, but the primary factor is Mr. Ridings' individual contributions to
the business.



                                       11
<PAGE>

          Mr. Ridings currently does not have any stock options to purchase
Common Stock, and, as a result of his current ownership levels of Common Stock,
it is not anticipated that he will be awarded stock options in the future. The
Company plans to reserve the stock options for future issuance to the Company's
employees and other members of the Company's management.

         Other Executive Officer Compensation. Mr. Humphrey, President of TSI,
Mr. DeBlois, Executive Vice President of TSI, and Ms. Oher, Vice President,
Chief Financial Officer and Secretary of the Company, each are compensated
pursuant to employment agreements with the Company. See "- Employment Contracts
and Termination of Employment Arrangements" above.


                                             By the Compensation Committee:

                                             A. Paul Knuckley
                                             Lary C. Snodgrass
                                             Jerry Kimmel

AUDIT COMMITTEE REPORT

         In this section below, financial and accounting management policies and
practices of the Company are described.

         Composition. The audit committee of the board of directors is composed
of three independent directors, as defined under Rule 4200(a)(15) of the
National Association of Securities Dealers' listing standards. The audit
committee presently consists of A. Paul Knuckley, Lary C. Snodgrass and Jerry
Kimmel. The board of directors has adopted a written charter for the audit
committee.

         Responsibilities. The responsibilities of the audit committee include
recommending to the board of directors an accounting firm to be engaged as the
Company's independent accountants. Management is responsible for the Company's
internal controls and financial reporting process. The independent accountants
are responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with auditing standards
generally accepted in the United States of America and for issuing a report
thereon. The audit committee's responsibility is to oversee these processes.

         Review with Management and Independent Accountants. In this context,
the audit committee has met and held discussions with management and the
independent accountants. Management represented to the audit committee that the
Company's consolidated financial statements were prepared in accordance with
accounting principles generally accepted in the United States of America, and
the audit committee has reviewed and discussed the consolidated financial
statements with management and the independent accountants. The audit committee
discussed with the independent accountants matters required to be discussed by
Statement on Auditing Standards No. 61, "Communication with Audit Committees."

         The Company's independent accountants also provided to the audit
committee the written disclosures required by Independent Standards Board
Standard No. 1, "Independent Discussions with Audit Committees," and the audit
committee discussed with the independent accountants, PricewaterhouseCoopers
LLP, the firm's independence.



                                       12
<PAGE>
         Summary. Based upon the audit committee's discussions with management
and the independent accountants and the audit committee's review of the
representations of management, and the report of the independent accountants to
the audit committee, the audit committee recommended that the board of directors
include the audited consolidated financial statements in the Company's Annual
Report on Form 10-K for the year ended June 30, 2002, as filed with the
Securities and Exchange Commission.

                                             By the Audit Committee:

                                             A. Paul Knuckley
                                             Lary C. Snodgrass
                                             Jerry Kimmel

STOCK PERFORMANCE GRAPH

         The following graph provides an indicator of and compares the
percentage change of cumulative total shareholder return of the Company's common
stock against the cumulative total return of the Russell 2000 Index and the
Nasdaq Composite Index. This graph assumes $100 was invested on June 30, 1997 in
the Company's common stock, the Russell 2000 Index and the Nasdaq Composite
Index. Both the Russell 2000 Index and the Nasdaq Composite Index exclude the
Company. This graph also assumes that the Company's quarterly dividend was
reinvested in the Company's common stock.

                              [PERFORMANCE GRAPH]

<Table>
<Caption>
                              6/30/1997        6/30/1998        6/30/1999        6/30/2000        6/30/2001        6/30/2002
                              ---------        ---------        ---------        ---------        ---------        ---------
<S>                        <C>              <C>              <C>              <C>              <C>              <C>

CRAFTMADE                        100.00           342.44           385.90           207.12           343.75           468.17

RUSSELL 2000                     100.00           117.61           117.69           134.89           133.56           119.12

NASDAQ COMPOSITE                 100.00           138.20           204.98           313.00           160.69           101.78
</Table>

         The historical stock price performance of the Company's common stock
shown on the graph above is not necessarily an indication of future stock
performance.

         The Company has compared its stock price performance with that of the
Russell 2000 Index as it does not believe it can reasonably identify a peer
group and no comparable published industry or line-of-business index is
available. The Russell 2000 Index consists of companies with market
capitalization similar to that of the Company; accordingly, the Company believes
the Russell 2000 Index is the best available performance comparison.



                                       13
<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors, executive officers and beneficial owners of
more than 10% of the outstanding shares of Common Stock to file with the SEC
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Neall Humphrey, an executive officer
and director of the Company, failed to file in a timely manner two Form 4s
reporting gifts of Common Stock that occurred in October 2001 and in December
2001. Otherwise, to the Company's knowledge, based solely upon its review of the
copies of such forms received by it and written representations that no Form 5s
were required from reporting persons, the Company believes that all such reports
were submitted on a timely basis during the fiscal year ended June 30, 2002.

                                  PROPOSAL TWO
                     RATIFICATION OF INDEPENDENT ACCOUNTANTS

         PricewaterhouseCoopers LLP ("PWC") has been our independent public
accountants for many years. The Audit Committee and the Board believe that PWC's
long-term knowledge of the Company is invaluable. Partners and employees of the
firm engaged in audits are periodically changed, providing the Company with new
expertise and experience. Representatives of PWC have direct access to members
of the Audit Committee and regularly attend their meetings. Representatives of
PWC will attend the annual meeting to answer appropriate questions and make a
statement if they desire.

AUDIT AND RELATED FEES

         Audit Fees. The aggregate fees billed by PWC for professional services
for the audits of the Company's annual consolidated financial statements for the
fiscal year ended June 30, 2002, and the restated financial statements for 2001
and 2000, as well as the review of the consolidated financial information
included in the Company's Forms 10-Q and 10-Q/A for the fiscal year ended June
30, 2002, were $171,900.

         Financial Information Systems Design and Implementation Fees. There
were no fees billed by PWC for financial information systems design and
implementation fees for the fiscal year ended June 30, 2002.

         All Other Fees. The aggregate fees billed by PWC for non-audit services
for the fiscal year ended June 30, 2002 were $73,567, consisting primarily of
tax consulting and preparation services.

         The audit committee has determined that the non-audit services
described above are compatible with maintaining PWC's independence.

         THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND A VOTE FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS FOR 2003.

                     STOCKHOLDER PROPOSALS AND OTHER MATTERS

         Any stockholder who intends to present a proposal at the 2003 annual
meeting of stockholders, and who wishes to have a proposal included in the
Company's proxy statement for that meeting, must deliver the proposal to the
Secretary of the Company at the Company's executive offices in Coppell, Texas,
for receipt not later than July 2, 2003. A stockholder proposal submitted
outside of the processes established in Regulation 14a-8 promulgated by the
Securities and Exchange Commission will be considered untimely September 15,
2003.



                                       14
<PAGE>

         The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by mail, certain employees of the Company, who will
receive no special compensation therefor, may solicit proxies in person or by
telephone or telegraph. No additional written materials besides the proxy
statement have been authorized or will be employed in connection with the
solicitation of proxies.

         The annual report to stockholders for the fiscal year ended June 30,
2002 is enclosed with this proxy statement. The annual report does not form any
part of material for the solicitation of proxies.

                                    By Order of the Board of Directors,

                                    /s/ Kathleen B. Oher

                                    Kathleen B. Oher
                                    Secretary


                                       15

<PAGE>
--------------------------------------------------------------------------------
PROXY - CRAFTMADE INTERNATIONAL, INC.
--------------------------------------------------------------------------------

THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS
PROXY - ANNUAL MEETING OF STOCKHOLDERS - NOVEMBER 26, 2002

The undersigned, revoking all previous proxies, hereby appoint(s) James Ridings,
Kathleen Oher, and Clifford Crimmings, or any of them, Proxies, with full power
of substitution to represent and to vote all shares of Common Stock, $0.01 par
value, of Craftmade International, Inc. owned by the undersigned at the Annual
Meeting of Stockholders to be held at the Company's corporate office, 650 South
Royal Lane, Suite 100, Coppell, Texas 75019 on Tuesday, November 26, 2002,
including any original or subsequent adjournment thereof, with respect to the
proposals set forth in the Notice of Annual Meeting and Proxy Statement. No
business other than matters described below is expected to come before the
meeting, but should any other matter requiring a vote of stockholders arise, the
persons named herein will vote thereof in accordance with their best judgement.
All powers may be exercised by all of said Proxies or substitutes voting or
acting or, if only one votes or acts, then by that one. Receipt of the Notice of
Annual Meeting and Proxy Statement is hereby acknowledged.

The shares represented by this proxy will be voted as directed. Unless revoked,
this proxy shall terminate on November 27, 2002, the day after the stockholders
meeting, or if the meeting is continued or adjourned, the day after the
continuation or adjournment. IF NO SPECIFIC DIRECTION IS GIVEN THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE NOMINEES NAMED IN PROPOSAL 1,
FOR PROPOSAL 2 AND, IN THE DISCRETION OF THE PROXIES, UPON ANY OTHER BUSINESS.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.

IMPORTANT: TO BE SIGNED AND DATED ON REVERSE SIDE.
<PAGE>

                                             000000 0000000000 0 0000
CRAFTMADE INTERNATIONAL, INC.
                                             000000000.000 ext
                                             000000000.000 ext
                                             000000000.000 ext
MR A SAMPLE                                  000000000.000 ext
DESIGNATION (IF ANY)                         000000000.000 ext
ADD 1                                        000000000.000 ext
ADD 2                                        000000000.000 ext
ADD 3
ADD 4                                        HOLDER ACCOUNT NUMBER
ADD 5
ADD 6                                        C 1234567890  JNT

[BAR CODE]
                                             [BAR CODE]

                                             [ ] Mark this box with an X if you
                                                 have made changes to your name
                                                 or address details above.
================================================================================
ANNUAL MEETING PROXY CARD
================================================================================
[A] ELECTION OF DIRECTORS
1. The Board of Directors recommends a vote FOR the listed nominees.

<Table>
<Caption>
                          FOR  WITHHOLD                          FOR  WITHHOLD                                FOR  WITHHOLD
<S>                       <C>                                    <C>                                          <C>
01 - James Ridings        [ ]     [ ]    05 - Jerry E. Kimmel    [ ]     [ ]     09 - R. Don Morris           [ ]     [ ]

02 - Clifford Crimmings   [ ]     [ ]    06 - Neall W. Humphrey  [ ]     [ ]     10 - William E. Bucek        [ ]     [ ]

03 - Kathleen Oher        [ ]     [ ]    07 - John DeBlois       [ ]     [ ]     11 - L. Dale Griggs          [ ]     [ ]

04 - A. Paul Knuckley     [ ]     [ ]    08 - Lary C. Snodgrass  [ ]     [ ]
</Table>

[B] ISSUE
The Board of Directors recommends a vote FOR the following proposal.

<Table>
<Caption>
                                                       FOR   AGAINST  ABSTAIN
<S>                                                    <C>   <C>      <C>
2. Ratify the Appointment of PricewaterhouseCoopers    [ ]     [ ]      [ ]
   LLP as independent Auditors.

In their discretion, the Proxies are authorized to vote
upon such other business or matters as may come
before the meeting or any adjournment thereof.
</Table>

[C] AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

Where there is more than one owner, each should sign. When signing as attorney,
administrator, executor, guardian, or trustee, please add your full title as
such. If executed by a corporation or partnership, the proxy should be signed
in the corporate or partnership name by a duly authorized officer or other duly
authorized person indicated such officer's or other person's title.

Signature 1 - Please keep signature within the box
[                                                   ]

Signature 2 - Please keep signature within the box
[                                                   ]

Date(mm/dd/yyyy)
[ ][ ][ ]/[ ][ ]/[ ][ ][ ][ ]

                           1 UPX  HHH   PPPP  001377

</TEXT>
</DOCUMENT>
</SUBMISSION>
