Exhibit 10.12
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[LOGO OMITTED]                  CAPITAL GROWTH FINANCIAL
                          YOUR COMBINATION TO FINANCIAL SUCCESS
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December 14, 2006

Wilson Holdings, Inc.
8121 Bee Caves Road
Austin, TX 78746

Attn: Clark N. Wilson, CEO

     Re:  $35 million Pubic Offering of Shares of Common Stock
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Gentlemen:

This will confirm the understanding and agreement (the "Agreement") between
Wilson Holdings, Inc., its successors, subsidiaries or assigns (collectively the
"Company") and Capital Growth Financial, LLC (the "Underwriter") with respect to
a proposed public offering (the "Offering") by the Company of approximately $35
million of shares of the Company's Common Stock (the "Shares") at a public
offering price ("Public Offering Price") that represents a small discount to the
market price per share of the Company's Common Stock (the "Common Stock") prior
to the effective date of the public offering.

On the basis of our discussions and the preliminary information submitted by the
Company, the Underwriter hereby confirms in principle its interest in
underwriting the proposed public offering of shares of the Company's Common
Stock on a firm commitment basis in accordance with the terms set forth in this
Letter of Intent.

The Company hereby engages the Underwriter, and the Underwriter accepts such
engagement, as the Company's financial advisor and investment banker in
connection with the management of the public offering of the Shares on a firm
commitment basis through the Underwriter on the terms and conditions set forth
below.

     1.   A registration statement ("Registration Statement") as prescribed
          under the Securities Act of 1933, as amended (the "Act"), together
          with exhibits, including the related Prospectus, will be prepared by
          the Company and filed with the United States Securities and Exchange
          Commission (the "Commission") at a time to be agreed by the Company
          and the Underwriter. All consolidated financial statements contained
          in the Registration Statement or Prospectus, as amended from time to
          time, will be in a form and will be prepared and reported on (to the
          extent required by the Commission's rules) by an accounting firm
          reasonably acceptable to the Underwriter. Based on the information
          provided to the underwriter, the Company's current accounting firm
          (i.e. Helin, Danovan, Trubee & Wilkinson, LLP) is acceptable to the
          Underwriter.

          The form of the Registration Statement or any amendment to the
          Registration Statement will be submitted to the Underwriter and to the
          Underwriter's counsel for review and approval. The content of any oral
          comments and copies of all comment letters and all other
          correspondence with the Commission will promptly be supplied to the
          Underwriter and its counsel.

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          Such Registration Statement and the terms and conditions of the
          Offering shall conform with all federal regulatory requirements and
          comparable public offerings.

     2.   The Company proposes to employ the Underwriter for the purpose of
          underwriting the Offering of the Shares on a firm commitment basis and
          the Underwriter will act as principal in purchasing the Shares from
          the Company under a firm commitment.

          For a period of 60 days from the effective date, the Company shall
          grant the Underwriter an over-allotment option for up to 15% of the
          Shares sold in the Offering at the offering price, less the
          Underwriter's discount.

          The Underwriter, at its sole discretion, may form a syndicate to sell
          the Shares including other underwriters and selling group members, who
          are acceptable to the Company.

     3.   A bona fide public offering of the Shares will commence within three
          business days of the effective date of the Registration Statement. The
          Underwriter, subject to the provisions of the Underwriting Agreement,
          will pay for the Shares not later than three (3) business days after
          the effective date of the Registration Statement.

     4.   It is understood that, during the period of the Offering and for six
          (6) months from the date of the definitive Prospectus used in the
          Offering, the Company will not sell or otherwise dispose of any
          securities without prior written consent of the Underwriter, such
          consent not to be unreasonably withheld. Notwithstanding the
          foregoing, the Company may issue shares in connection with a bona fide
          acquisition or pursuant to the Company's stock option or other similar
          compensation plan or upon the exercise of warrants outstanding prior
          to its effective date.

     5.   It is understood that the proposed Underwriting Agreement will provide
          for reciprocal customary Indemnification between the Company and the
          Underwriter as to certain liabilities, including liabilities under the
          Act.

     6.   In connection with the Underwriter's due diligence investigation of
          the Company prior to the effective date, all documents, financial
          reports, news releases, if any, and other information relating to the
          Company's affairs will be made available to the Underwriter and one
          copy of any such documents will be furnished to the Underwriter's
          counsel. Included in such documents, which may be copies and delivered
          as soon as possible, are (i) all articles of incorporation and
          amendments, (ii) bylaws and amendments, (iii) minutes of all of the
          Company's Incorporators', directors' and shareholders' meetings, (iv)
          all financial statements, (v) correct copies of all lease agreements,
          (vi) correct copies of any material contracts and agreements to which
          the Company is a party, and (vii) such other documents as shall be
          reasonably requested by the Underwriter's counsel.

     7.   It is understood that the officers, directors and principal
          shareholders of the Company will each complete, sign and return to the
          Underwriter, a customary questionnaire in the form presented.

     8.   It is understood that the Company and the Underwriter will each advise
          the other party promptly and confirm in writing the receipt of any
          threat of or the initiation of any steps or procedures which would
          impair or prevent the right to offer any of the Company's securities
          or the issuance of any "suspension orders" or other prohibitions by
          the Commission or any other regulatory authority preventing or
          impairing Offering.

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     9.   The Underwriting Agreement, Agreement Among Underwriters, if
          applicable, Selected Dealers Agreement and Underwriter's Warrant shall
          be prepared by counsel for the Underwriter (subject to negotiation
          with the Company), and such counsel shall make all required filings
          with the National Association of Securities Dealers (NASD). In this
          regard, the Company shall supply to counsel for the Underwriter
          complete copies of the Registration Statement, including the
          Preliminary Prospectus and all exhibits, for filing with the NASD in
          such quantities as counsel to the underwriter may reasonably require
          at the Company's expense. The text of the Prospectus, the Registration
          Statement, and all other documents filed with the Commission pursuant
          to the requirements of the Act and the Rules and Regulations
          thereunder, shall conform to the requirements of such Act and Rules
          and Regulations in all material respects and shall be in form and
          content satisfactory to counsel for the Underwriter. All corporate
          proceeding undertaken by the Company and other legal matters which
          relate to the public offering and other related transactions shall be
          satisfactory in all material respects to counsel for the Underwriter.

          In the event it is required, it is understood and agreed that the
          Company and the Underwriter shall use their reasonable best efforts to
          qualify (blue sky) the sale of the Shares in the states as may be
          selected by the Underwriter, provided that the Company shall not be
          required in connection therewith to qualify to do business or to file
          a general consent to service of process in any state or subject itself
          to taxation in any such state. Immediately prior to the effective date
          of the Registration Statement, counsel for the Underwriter shall
          advise counsel for the Company, in writing, of all states wherein the
          offering has been registered for sale, cancelled, withdrawn or denied,
          the date of such events(s) and the number of Shares registered. The
          Company shall be responsible for all state registration filing fees,
          disbursements and reasonable and actual legal fees of Underwriter's
          counsel in connection with such filings as well as a memorandum with
          respect to secondary trading and such fees shall be paid as incurred.

          The Company shall bear all costs and expenses incident to the
          issuance, offer, sale and delivery of the Shares, including all
          expenses and fees incident to the filing of the Registration Statement
          with the Commission, the costs for the qualification of the Shares
          under state securities laws, fees of accountants for the Company,
          costs of preparing, printing and mailing as many copies of the
          Registration Statement, and related exhibits as the Underwriter may
          deem necessary, including all amendments and supplements to the
          Registration Statement, all preliminary and final prospectuses, the
          preliminary and final Blue Sky memorandum, the certificates for the
          Shares and the Underwriter's Warrants (defined below), and all other
          documents and instruments required in connection with the proposed
          public offering and the cost of tombstone advertisements.

          The Company shall also bear, as incurred, the reasonable, actual costs
          of (i) a background investigation of the CEO, COO and CFO of the
          Company, and (ii) due diligence (road show) meetings for syndicate
          members and others.

     10.  It is understood that the Company shall reimburse the Underwriter on a
          non-accountable basis for expenses in the amount of 2% of the gross
          proceeds of the public offering (inclusive of Shares sold pursuant to
          the Underwriter's over-allotment option) (the "Offering Expense Fee"),
          which sum shall not include: reasonable and actual fees of the
          Underwriter's counsel; fees of the Company's counsel; state
          registration fees; NASD filing fees; Standard & Poor's listing fee;
          printing, mailing and all other expenses customarily paid by the
          issuer in a public offering. A non-refundable sum of $50,000

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          which will be credited against the Offering Expense Fee, will be paid
          to the Underwriter by the Company upon execution of this letter
          agreement on behalf of the Company.

     11.  It is understood and agreed between the Company and the Underwriter
          that the proposed public offering is subject to termination by the
          Underwriter, in its sole discretion, if between the date of this
          letter and the effective date, there has been a material adverse
          change in the company's financial or business condition, or, prospects
          or, at the date of the proposed offering, market conditions have
          become adverse so as to no not justify the Offering.

     12.  The Underwriting Agreement will provide that the Underwriter shall
          purchase the Shares at a discount equal to 8.5% of the public offering
          price of the Shares.

     13.  At the closing of the sale of the Shares being offered, the company
          will sell to the Underwriter a warrant (the "Underwriter's Warrant"),
          for $100, entitling the Underwriter to purchase an aggregate of 8.5%
          of the number of Shares sold in the offering at a price equal to 120%
          of the public offering price. The Underwriter's Warrants shall be
          non-exercisable and non-transferable (other than a transfer to
          affiliates of the Underwriter or members of the selling group) for a
          period of 6 months following the date of the definitive Prospectus.
          The Underwriter's warrants shall terminate on the fifth anniversary of
          the closing of the sale of the shares.

          The Underwriter's Warrant shall contain anti-dilution provisions for
          stock splits, stock dividends, recapitalizations, stock combinations
          and the like and shall be non redeemable.

          The Company and the Underwriter agree that the Underwriter may
          designate that the Underwriter's Warrants be issued in varying amounts
          directly to its officers, directors, shareholders, employees, and
          other proper persons and not to the Underwriter; however, such
          designation will only be made by the Underwriter if it determines and
          represents to the company that such issuance would not violate the
          interpretation of the Board of Governors of the NASD relating to the
          review of corporate financing arrangements and would not require
          registration of the Underwriter's Warrants or underlying securities.

          During the four and one-half year period commencing six months from
          the effective date of the Registration Statement, the Company will use
          its reasonable best efforts to assist the holders of the Underwriter's
          Warrants and the underlying securities to sell the Underwriter's
          Warrants and the underlying securities which comprise the
          Underwriter's Warrants when and if requested by the Underwriter. These
          reasonable best efforts shall include the preparation and filing of
          one registration statement during such four and one-half year period
          at the request of the holders of at least 50% of such securities and
          maintaining the effectiveness thereof for at least twelve (12) months
          at the company's sole expense (excluding Underwriting discounts and
          commissions), including reasonable Blue Sky fees and expenses;
          provided, however, that the Company shall have no obligation to
          prepare and file a registration statement if, within twenty (20) days
          after it receives a request therefore as set forth above, the Company
          agrees to purchase the Underwriter's Warrants and/or the underlying
          Stock from the requesting holders thereof at a price, in the case of
          the Underwriter's Warrants, equal to the difference between the
          exercise price of the warrants and the current market price of the
          Company's Common Stock and in the case of the underlying Common Stock
          at the current market price of the Company's Common Stock; and

<PAGE>

          provided further, that the Company may defer or suspend if (i) such
          registration statement would have to include disclosure of a material
          fact or plan that the Company believes would have a material adverse
          effect on any proposal or plan by the Company to engage in any
          acquisition, merger or other significant transaction, or (ii) the
          Company has filed a registration statement relating to any of the
          Company's securities and the Company believes that the filing of the
          registration statement relating to the Shares of Common Stock issuable
          upon exercise of the Underwriter's Warrant would materially adversely
          affect the offering by the Company or the market for the Company's
          securities after such an offering. The current market price of the
          Company's Common Stock shall mean the average of the closing bid and
          ask prices for the Company's Common Stock during the five business day
          period preceding such a request.

          The Company agrees that for a period starting at the beginning of the
          second year and concluding at the end of the fifth year after the
          effective date of the Registration Statement, the Company will notify
          all holders of the Underwriter's Warrants and underlying securities
          whose securities may not be sold under Commission Rule 144(K) or
          otherwise sold under Rule 144 within any 3 month period of the
          Company's intention to effect any public offering of the Company's
          securities (whether by the Company or by any security holder of the
          Company) and, if requested by the Underwriter (subject to customary
          cutback provisions), include any underlying securities in such
          offering at the Company's sole cost and expense ("Piggyback
          Registration Rights").

          Any holders of securities to be included in a registration statement
          in connection with exercising demand or piggy-back registration rights
          will deliver to the Company a customary Selling Stockholder
          questionnaire and provide customary indemnification.

     14.  The Company and the Underwriter represent to each other that no person
          will receive a fee or payment as a finder or as a consultant in
          connection with the transactions contemplated herein and each will
          indemnify the other party with respect to any claim, for a finder's or
          consultant's fee in connection herewith.

     15.  It is understood that this letter is merely a statement of intent and,
          while the parties hereto agree in principle to the contents here of
          and they propose to proceed promptly and in good faith to work out the
          arrangement with respect to the Offering, any binding legal
          obligations between the parties hereto shall be only as set forth in a
          duly negotiated and executed Underwriting Agreement.

          If the public offering contemplated by this Letter of Intent does not
          proceed for any reason, the provisions of this Letter of Intent shall
          be null and void except that the Company shall pay the Underwriter and
          the Underwriter's counsel all actual, reasonable and accountable
          expenses and legal fees incurred to the point of cancellation (not to
          exceed $50,000) and offset against any allocations received by the
          Underwriter or Underwriter's counsel at the point of cancellation;
          provided, however, that in no event shall Underwriter be required to
          return the non-refundable amount set forth in Paragraph 10 provided
          further, however such expenses and fees shall not be payable by the
          Company if the public offering does not proceed due to the inability
          of the Underwriter to obtain clearance from the NASD as to the terms
          of the underwriting agreement.

     16.  The Company will engage CGF as a non-exclusive consultant and advisor
          for a period of two years from the effective date of the Registration

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          Statement at a fee of $5,000 per month with the aggregate of such
          compensation ($120,000) payable at the closing of the public offering.

     17.  For a period of two years following the effective date of the
          Registration Statement, the Company agrees to consult the Underwriter
          with respect to any future offerings of the Company's securities.

     18.  The Company agrees that, for a period of two (2) years following the
          effective date, the Company, at its sole expense, shall contract with
          the Company's transfer agent and DTC to provide the Underwriter with
          copies of transfer sheets on a daily basis and DTC weekly securities
          listings.

     19.  The underwriting agreement shall provide that the Underwriter shall
          have the right to designate Alan Jacobs, Michael Jacobs or another
          mutually acceptable representative of the Underwriter to attend Board
          of Directors' meetings as a non-voting observer for a period of two
          (2) years after the effective date of the Registration Statement,
          provided such designee is reasonably acceptable to the Company, signs
          a confidentiality agreement. Such observer may be excluded from any
          meetings of the Board of Directors, or portion thereof, where deemed
          necessary by Company counsel to protect attorney-client privilege.
          Attendance at such meetings shall be at the expense of the Company.

     20.  If the Company elects not proceed with the offering for any reason at
          a time when the Underwriter is ready, willing and able to proceed, and
          subsequently engages in any public offering, private placement, merger
          or other similar transaction within twelve (12) months following the
          Company's election not to proceed, then the Underwriter shall have the
          right to receive an Investment Banking fee from the Company in
          connection therewith equal to two percent (2%) of the consideration
          paid or received in any such transaction.

     21.  The Underwriter's intention as expressed in this Agreement is subject
          to the following general conditions:

          a.   The Company represents and warrants to the Underwriter that,
               other than payments to Tejas Securities Group, (i) during the
               prior twelve months, it has not paid any monies or other
               compensation or issued any securities to any member of the NASD.
               No holder of the Company's securities has any right (which will
               not be waived) to "piggyback" its securities in the offering.

          b.   Continued process by the Company, satisfactory to Underwriter, in
               meeting its internal forecasts.

          c.   Satisfactory completion of its due diligence review. There will
               have been no material adverse change in the business or financial
               condition of the Company or any material adverse change in the
               overall capital market.

          d.   All relevant terms, conditions and circumstances relating to the
               proposed public offering will be reasonably satisfactory to
               Underwriter and its counsel.

          e.   The underwriting agreement will contain typical representations
               and covenants of the Company. Including reciprocal covenants of
               indemnity and will provide for satisfactory opinions of counsel
               to the Company and Underwriter.

          f.   The Company will provide typical "comfort letters" from its
               independent certified accountants with respect to the unaudited
               financial statements and other financial information and other
               data contained in the Registration Statement as specified in the

<PAGE>

               underwriting agreement and with regard to the period from the
               date of the audited financial statements to a few days prior to
               both the offering date and the closing date(s).

          g.   All transactions between the parties in the Agreement shall be
               governed by, and construed and enforced in accordance with the
               laws of the State of New York.

Please confirm that this letter correctly sets forth our understanding by
signing and returning a copy to us along with payment of the expense advance
referred to in paragraph 10 above.

Very truly yours,                                ACCEPTED AND AGREED:

CAPITAL GROWTH FINANCIAL, LLC                    WILSON HOLDINGS, INC.

By /s/ Alan L. Jacobs                            By /s/ Clark N. Wilson
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   Alan L. Jacobs, Chairman & CEO                   Clark N. Wilson, CEO