LETTER AGREEMENT

                                                                     EXHIBIT 1.1

                                LETTER AGREEMENT

The undersigned pursuant to Rule 13d-1 promulgated pursuant to the Securities
Exchange Act of 1934, hereby execute this Letter Agreement for the purpose of
electing to file jointly a schedule 13D pursuant to such act.

Date:    February 14, 2005

                                         COUNSEL CORPORATION
                                         COUNSEL LLC
                                         COUNSEL COMMUNICATIONS, LLC
                                         COUNSEL CAPITAL CORPORATION
                                         COUNSELCARE LTD
                                         COUNSEL CORPORATION (US)


                                         /s/ Xxxxxxx X. Xxxxxxxxx
                                         ---------------------------------------
                                         Xxxxxxx X. Xxxxxxxxx
                                         Officer of Each Reporting Person