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....

                                                                     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.

Dated: February 18, 2002


COUNSEL CORPORATION


By:  /s/ Xxxxx X. Xxxxxx
     ------------------------------------
     Xxxxx X. Xxxxxx
     Chairman of the Board and
     Chief Executive Officer

     /s/ Xxxxx X. Xxxxxx
     ------------------------------------
     Xxxxx X. Xxxxxx, individually