EXHIBIT  1.1
------------

                    AGREEMENT OF PURCHASE AND SALE OF ASSETS
                    ----------------------------------------


          This  Agreement  (the "Agreement") is entered into as of September 10,
2001,  by  and  between  Gmg  Public  Relations,  Inc.  a  Delaware  corporation
("Seller"),(formerly  New  Paradigm  Acquisition III Co.) and Risa BHoag of 23,
Blauvelt  St.  Nanuet  New  York  10954  ("Buyer").

                               W I T N E S E T H:
                               - - - - - - - - -

          WHEREAS,  Seller  desires  to transfer, convey and assign to Buyer all
rights  title  and  interest  in  and  to  certain  assets related to its public
relations  business  and that portion of the business, activities and operations
of Seller of or related to certain clients (as defined herein), on the terms and
subject  to  the  conditions  hereinafter  set  forth (with such portions of the
business,  activities and operations being referred to herein as the "Business")
and,

          WHEREAS,  Buyer  desires  to  purchase  the  Business.


          NOW,  THEREFORE,  in  consideration  of  the  premises  and the mutual
covenants  and agreements hereinafter set forth, the parties hereto hereby agree
as  follows:

                                    ARTICLE 1

                           PURCHASE AND SALE OF ASSETS
                           ---------------------------

          1.1  Purchased Assets.  The  "Business" shall be defined as the public
          ----------------------
relations  services  provided  to those clients listed in Schedule 1.1. attached
hereto

               (a)  Subject  to  and  upon  the  terms  and  conditions  of this
Agreement, on the Closing Date, Seller shall sell, transfer, convey, assign, and
deliver  to  Buyer  all  of  Seller's  right, title and interest to the tangible
assets  of  Seller  listed  on  Schedule 1.1a attached hereto (the "Equipment"),
                                         ----                       ---------

               (b)  the  following  trademarks,  trademark  applications,  trade
names, designs, logos and service marks owned or used by Seller in the Business:
"GMG Public Relations, "Global Marketing Group", and any names similar to or any
derivation  or  variation  of any and all such names, designs and logos, and the
goodwill  pertaining  thereto  and  the  right  to  fully  exploit  such  names
(collectively,  "Marks");

               (c)  each  contract,  agreement,  purchase order, sale order, (in
each  case,  whether  written  or  oral and including all amendments thereto) to
which Seller is a party or by which it is bound or under which it has any rights
or  is  entitled  to  benefits,  relating  to  the  Business, including, without
limitation,  all  supply,  purchase,  distribution,  advertising and promotional
services  agreements  including,  without  limitation,  those listed on Schedule
1.1(c)  hereto  (collectively,  "Contracts");

               (d)  all  books  and  records necessary for the use of any of the
Purchased  Assets  and  used  in or necessary for the operation of the Business,

               (e)  the  receivables  set  out in Schedule 1.1(e).hereto without
recourse  and  without  warranty,


                                        1
<PAGE>
               (f)  The Equipment, Marks, Copyrights, Lists, Proprietary Rights,
Contracts,  Business  Materials,  and  all other rights to be sold, transferred,
conveyed,  assigned, granted and/or delivered to Buyer are hereinafter sometimes
collectively  referred  to as the "Purchased Assets". The Purchased Assets shall
be  transferred  to  Buyer  at  the Closing pursuant to the form of Bill of Sale
annexed  as  Exhibit  1.1  hereto  (the  "Bill  of  Sale").

          1.2 Title to Purchased Assets. At the Closing, Seller shall deliver or
          -----------------------------
cause to be delivered to Buyer all right, title and interest of Seller in and to
the  Purchased  Assets,  free  and  clear  of  any  and  all  mortgage,  pledge,
hypothecation,  assignment,  deposit  arrangement,  claim,  encumbrance,  lien
(statutory  or  other),  preference,  priority  or  other  security agreement or
preferential  arrangement  of  any  kind  or  nature  whatsoever  (including any
conditional  sale  or other title retention agreement or any financing statement
filed  under  the Uniform Commercial Code or comparable law of any jurisdiction)
(collectively,  "Liens"),

          1.2(a)  401K and  flex benefits. Buyer is entitled to all money in her
          --------------------------------
401K  account as well as to outstanding money held in the medical and child care
flex  plan  providing  all  proper  receipts  and  documentation  are  received

          1.3  Excluded  Liabilities.
          ---------------------------

               (a)  Buyer  shall  not  assume  any  of  the  following  (herein
collectively  referred  to  as  the  "Excluded  Liabilities"):

                    (i)  any  obligation or liability of Seller to distribute to
its  shareholders  or  otherwise  apply  all  or  any part of the Purchase Price
received  hereunder;

                    (ii)  any  obligation or liability of Seller based upon acts
or  omissions  of  Seller  occurring  after  the  Closing  Date;

                    (iii)  Seller's  obligations  under  any  stock  option  or
profit-sharing  plans  or under any outstanding qualified or non-qualified stock
options;

                    (iv)  any  brokerage  or  finder's  fee payable by Seller in
connection  with  the  transactions  contemplated  hereby;

                    (v)  any  liabilities  of  Seller  to  any of its present or
former  shareholders  as  such arising out of any action by Seller in connection
with  the  transactions  contemplated  hereby;

                    (vi)  any and all obligations of Seller for indebtedness for
borrowed  money  or  other  amounts  payable  to  third parties in the nature of
"break-up"  fees;

                    (vii)  any  and  all  debts,  liabilities and obligations of
Seller  incurred  or  accrued  with  respect to any period, or circumstances, or
state  of  facts  or  occurrences,  on or prior to the Closing Date, relating to
bonuses,  salaries,  wages,  incentive  compensation,  compensated  absences,
workmen's  compensation,  FICA,  unemployment taxes, employee benefits, deferred
compensation, wage continuation, severance, termination, pension, section 401(k)
plans,  cafeteria,  retirement,  profit-sharing or similar plans or arrangements
and  any and all vacation, holiday or sick pay or leave incurred or accrued with
respect  to  any  employees  of  Seller  whether  or  not  such employees become
employees  of  Buyer,  and  any  and  all liabilities or obligations incurred or
accrued  under  Benefit  Plans  (as  hereinafter  defined),  including,  without
limitation, contractual and statutory wage continuation, severance, reemployment
assistance,  termination  pay  and  other  benefits;


                                        2
<PAGE>
                    (viii)  any  and all domestic and foreign federal, state and
local  income,  payroll,  property,  sales,  use,  franchise  or value added tax
liabilities,  imposed  on  Seller  or  with  respect  to income or activities of
Seller,  including  assessments  and  governmental  charges or levies imposed in
respect  of  such  taxes  prior  to  the  Closing  Date;

                    (ix)  any  and  all  obligations  and  liabilities of Seller
arising  under  this  Agreement  (including, without limitation, indemnification
obligations  and  obligations to pay expenses arising out of this Agreement), or
from  its  failure to perform any of its agreements contained herein or incurred
by  it  in  connection  with  the  consummation of the transactions contemplated
hereby,  or  for  which  Seller  is responsible under this Agreement, including,
without  limitation,  fees  of  lawyers,  accountants  and  other  advisors;

                    (x)  any and all liabilities and obligations with respect to
claims, suits, legal, administrative, arbitral or other actions, proceedings and
judgments  with  respect  to  causes  of  action  or disputes arising, and other
non-contractual  liabilities  of  Seller asserted or imposed, or arising out of,
any  events  occurring, or circumstances or state of facts existing, on or prior
to  the Closing Date, or any product liability or warranty claim with respect to
products  sold,  licensed or distributed or services rendered by Seller prior to
the  Closing  Date;

                    (xi)  any  and  all  leases of real property or improvements
thereon, including, without limitation, any and all premises occupied by Seller,
all  leases  of  tangible personal property not specifically assumed pursuant to
the  Liabilities  Undertaking  hereto;  and

                    (xii)  any  commitment,  liability  or  obligation under any
contracts  or  other agreements other than those liabilities under the Contracts
specifically  assumed  by  Buyer  pursuant  to  Schedule  1.5.(b)

               (b)  Assumption  of  Liabilities.  Buyer  agrees  to assume those
                    ----------------------------
contractual liabilities of Seller specifically listed on Schedule 1.3.(b) hereto
("Assumed  Liabilities").  Except  for  the  Assumed Liabilities Buyer shall not
assume  or be responsible for any debts, commitments, obligations or liabilities
of  Seller  of  any  nature  whatsoever.


                                        3
<PAGE>
          1.4  Assignments  of  Contracts.  Buyer  and  Seller  acknowledge that
               --------------------------
certain  of  the  Contracts included in the Purchased Assets, and the rights and
benefits  thereunder,  may  not, by their terms, be assignable. Anything in this
Agreement  to  the contrary notwithstanding, this Agreement shall not constitute
an  agreement  to  assign  any such Contract if an attempted assignment thereof,
without  the consent of a third party thereto, would constitute a breach thereof
or  adversely  affect  the  rights  under  any  such Contract of Buyer or Seller
thereunder.  In  such  event,  Seller will cooperate with Buyer and use its best
efforts to provide for Buyer all benefits to which Seller is entitled under such
Contracts,  and  any  transfer  or  assignment  to  Buyer  by Seller of any such
Contract  or  any  right  or  benefit arising thereunder or resulting there from
which  shall  require  the  consent or approval of any third party shall be made
subject  to  such  consent or approval being obtained. Seller shall use its best
efforts  to  obtain such consents and approvals. If and when any such consent or
approval shall be obtained or such Contract shall otherwise become assignable to
Buyer, Seller shall promptly assign all of its rights thereunder to Buyer. Until
such  time,  Seller  shall  not  enter  into  any amendment of any such Contract
without  the  prior  written  consent  of  Buyer.

                                    ARTICLE 2

                                 PURCHASE PRICE
                                 --------------

          2.1  Purchase  Price.  Subject to and upon the terms and conditions of
               ---------------
this  Agreement,  Buyer hereby agrees for the benefit of Seller, in full payment
and  consideration  for  the  Purchased  Assets,  the  following:

               (a)  Buyer  hereby  waives  any  further  payments of cash, stock
options and any other benefits or entitlements due to Buyer under the employment
agreement  between  Seller  and  Buyer  dated  January  1,  2000

               (b)  Buyer  hereby  waives  any  further  payments of cash, stock
options  and  any  other benefits or entitlements under the Purchase and Sale of
Assets  Agreement  between  Seller  and  Buyer  dated  January  1,  2000

               (c) Buyer hereby waives all options currently granted to Buyer by
New  Paradigm  Strategic  Communications,  Inc.  (formerly New Paradigm Software
Corp.)("NPSC")

               (d) Buyer hereby agrees to surrender all shares of NPSC issued to
Buyer  pursuant  to  the Employment Agreement or the Purchase and Sale of Assets
Agreement  dated  January  1,  2000

               (e) Buyer hereby surrenders the Note of Seller dated May 15, 2001
and  agrees  that  Seller  has  no  further  obligations in respect of such Note

               (f)  Buyer  hereby  waives  any  and  all  entitlement to receive
remuneration  under  the  public  relations services contract by and between the
parties  hereto.


                                        4
<PAGE>
                                    ARTICLE 3

                               CLOSING; DELIVERIES
                               -------------------

       4.1  Closing.  (a) The Closing under this Agreement (the "Closing") shall
       ------------
take  place  at the offices of the Buyer at 550 Mamaroneck Avenue, Harrison, New
York  10528, at 1.00 on September 10, 2001, or such other date, place or time as
the  parties  hereto  shall  mutually  agree upon (the date of the Closing being
called  the  "Closing  Date").

          (b)  All  proceedings to be taken and all documents to be executed and
               delivered  by  all parties at the Closing shall be deemed to have
               been  taken  and executed simultaneously and no proceedings shall
               be deemed taken nor any documents executed or delivered until all
               have  been  taken,  executed  and  delivered.

          (c)  Buyer  will  resign  as  a  director  and  officer  of Gmg public
               relations,  Inc.  and  Seller  will  accept  such  resignations

          (d)  Seller  is  hereby  released  from  all  restrictions  under  the
               non-compete  and  non  solicit  paragraphs  in  the  employment
               agreement  dated  January 1, 2000 by and between Buyer and Seller


                                    ARTICLE 4

                                 CHANGE OF NAME
                                 --------------


          4.1  Change of Name.  Seller represents and warrants that it will take
          --------------------
such  steps  as  may be necessary to change its name from "GMG Public Relations,
Inc."  as  soon  as  possible  after  the  Closing  Date.


                                    ARTICLE 5

                                  MISCELLANEOUS
                                  -------------

          5.1  Binding  Agreement;  Assignment.  All the terms and provisions of
          ------------------------------------
this  Agreement  shall  be  binding  upon,  inure  to  the  benefit  of,  and be
enforceable  by,  the  parties  hereto  and  their  respective  heirs,  legal
representatives,  successors and assigns. This Agreement and all rights of Buyer
shall  be  assignable  to  one or more subsidiaries or affiliates of Buyer. Such
assignment  shall  not  relieve  Buyer  of  its  obligations  hereunder.

          5.2  Law  To Govern. This Agreement shall be construed and enforced in
          --------------------
accordance  with the laws of the State of New York, without regard to principles
of  conflict  of  laws.

          5.3  Arbitration.  The  parties  hereto  agree  that  any  dispute,
          ----------------
controversy  or claim arising out of, or relating to, or in connection with this
Agreement  (including,  without  limitation,  any  extension,  breach, legality,
remedies  and  other aspects of this Agreement or the conduct and communications
of  the  parties  regarding  this  Agreement  and  the  subject  matter  of this
Agreement)  shall  be  settled  by  arbitration  at  the  offices  of  Judicial
Arbitration  and  Mediation Services, Inc. or successor organization for binding
arbitration  in New York County by a single arbitrator who shall be a former New
York  Superior  Court  judge.


                                        5
<PAGE>
The  arbitrator  may  grant  injunctions  or  other  relief  in  such dispute or
controversy.  All awards of the arbitration shall be binding and non-appealable.
Judgement  upon  award  of  the  arbitration  may be entered in any court having
jurisdiction.  The  arbitrator  shall  apply  New  York law to the merits of any
dispute or claims, without reference to the rules of conflicts of law applicable
therein. Suits to compel or enjoin arbitration or to determine the applicability
or  legality of arbitration shall be brought in the United States District Court
for the Southern District of New York, or if that court lacks jurisdiction, in a
state  court  located  within the geographic boundaries thereof. Notwithstanding
the  foregoing, no party to this Agreement shall be precluded from applying to a
proper  court  for  injunctive  relief  by  reason  of  the  prior or subsequent
commencement  of  an  arbitration  proceeding as herein provided. The prevailing
party  in any arbitration shall be entitled to receive its reasonable attorney's
fees  and  costs  from  the  other  party(ies)  as  awarded  by  the arbitrator.

          5.4  Notices.  All  notices shall be in writing and shall be deemed to
          ------------
have been duly given to a party hereto if delivered personally, then on the date
of  such  delivery,  or  on  the  fifth day after being deposited in the mail if
mailed  via  registered  or  certified  mail,  return receipt requested, postage
prepaid,  or  on  the  next business day after being sent by recognized national
overnight  courier  services,  in  each  case,  to  such party, at the following
respective  addresses:


                   if  to  Buyer,  to:

                   Risa  Hoag.
                   23,  Blauvelt  St.
                   Nanuet
                   New  York
                   10954

                   with  a  copy  to:

                   Messelman, Denlea, Packman & Eberze, P.C.
                   1311  Mamaroneck  Avenue
                   White  Plains,  New  York  10602
                   Attention:  Myron  I  Packman  Esq.

                   if  to  Seller,  to:

                   New Paradigm Acquisition III CO., Inc.
                   630  Third  Avenue
                   New  York,  New  York  10017
                   Attention:  President

or  to  such  other  address  as  any  such  party  may  designate in writing in
accordance  with  this  Section  10.5.

          5.6  Fees  and  Expenses.  Except  as  expressly  set  forth  in  this
          ------------------------
Agreement,  each of the parties shall pay its own fees and expenses with respect
to  the  transactions  contemplated  hereby.

          5.7  Entire  Agreement.  This  Agreement  sets  forth  the  entire
          ----------------------
understanding  of the parties hereto in respect of the subject matter hereof and
may  not  be  modified,  amended  or  terminated  except  by a written agreement
specifically  referring  to  this Agreement signed by all of the parties hereto.
This  Agreement  supersedes  all  prior  agreements and understandings among the
parties  with  respect  to  such  subject  matter.

          5.8 Waivers. The failure by any party to this Agreement to comply with
          ------------
any  of  its  obligations hereunder may be waived by any Seller in the case of a
default  by  Buyer and by Buyer in case of a default by Seller.  No waiver shall


                                        6
<PAGE>
be effective unless in writing and signed by the party granting such waiver, and
no  such  waiver shall be deemed a waiver of any subsequent breach or default of
the  same  or  similar  nature.

          5.9  No Third-Party Beneficiaries. Nothing herein, express or implied,
          ----------------------------------
is  intended  or  shall be construed to confer upon or give to any person, firm,
corporation or legal entity, other than the parties hereto, any rights, remedies
or other benefits under or by reason of this Agreement or any documents executed
in  connection  with  this  Agreement.

          5.10  Counterparts.  This  Agreement  may be executed in any number of
          ------------------
counterparts,  each  of which shall be deemed an original but all of which shall
constitute  one  and  the  same  agreement.

          5.11 Headings. The Section and paragraph headings contained herein are
          --------------
for the purposes of convenience only and are not intended to define or limit the
contents  of  said  Sections  and  paragraphs.

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

                                   GMG  PUBLIC  RELATIONS,  INC.



                                   By: ________________________
                                   Mark  Blundell

                                   RISA  B.  HOAG.



                                   :


                                        7
<PAGE>
                              FORM OF BILL OF SALE

          THIS BILL OF SALE ("Bill of Sale"), dated as of September 10, 2001, is
entered  into  by  and  between GMG Public Relations, Inc a Delaware corporation
(the  "Seller"), and. Risa Hoag ("Buyer") pursuant to the terms of the Agreement
of Purchase and Sale of Assets dated September 7, 2001 (the "Agreement"), by and
among  Buyer  and  Seller.

Capitalized  terms  used  herein shall have the same meanings and definitions as
set  forth  in the Agreement, unless otherwise specifically defined in this Bill
of  Sale.

          KNOW  ALL  MEN  BY  THESE  PRESENTS,  that  pursuant  to the terms and
conditions  of  the  Agreement  and for the consideration set forth therein, the
receipt  and sufficiency of which are hereby acknowledged, Seller hereby grants,
conveys,  assigns, transfers and delivers to Buyer all of Seller's right, title,
interest  and  benefit,  of  whatever  kind  and nature, in and to the Purchased
Assets  attached  hereto  as  Exhibit A free and clear of any liens, charges and
encumbrances  of  any  nature  whatsoever,

          TO  HAVE  AND  TO HOLD the same unto Buyer, its successors and assigns
forever.

          All  of  the terms and provisions of this Bill of Sale will be binding
upon  and  inure  to  the benefit of the parties hereto and their successors and
assigns.

          Seller  hereby  constitutes and appoints Buyer, and its successors and
assigns, the true and lawful attorney or attorneys of Seller, with full power of
substitution, in the name of Buyer or in the name of Seller, by and on behalf of
and  for  the  sole  benefit of Buyer, her successors and assigns, to demand and
receive  from time to time any and all of the Purchased Assets, and from time to
time to institute and prosecute, in the name of Seller or otherwise, any and all
proceedings  at  law,  in  equity or otherwise, which Buyer or her successors or
assigns, may deem necessary or desirable in order to receive, collect, assert or
enforce  any  claim,  right  or  title of any kind in or to the Purchased Assets
hereby  transferred, assigned and conveyed to Buyer and to defend and compromise
any  and all actions, suits or proceedings in respect thereof and to do all such
acts  and things and execute any instruments in relation thereto as Buyer or her
successors  or  assigns  shall  deem  advisable.  Without  limitation  of  the
foregoing,  Seller  hereby authorizes Buyer to endorse or assign any instrument,
contract  or chattel paper relating to the Purchased Assets.  Seller agrees that
the foregoing appointment made and the powers hereby granted are coupled with an
interest  and  shall  be  irrevocable.

          Notwithstanding the foregoing, no provision of this Bill of Sale shall
in  any  way modify, replace, amend, change, rescind, waive or in any way affect
the  express  provisions  (including  the  warranties,  covenants,  agreements,
conditions,  representations or any of the obligations and indemnifications, and
the  limitations  related thereto) set forth in the Agreement, this Bill of Sale
being  intended  solely  to  effect  the transfer of property sold and purchased
pursuant  to  the  Agreement  in  accordance  with  the  Agreement.


                                        8
<PAGE>
          IN  WITNESS WHEREOF, each of the parties hereto has executed this Bill
of  Sale  on  the  date  first  above  written.


                                            GMG  PUBLIC  RELATIONS,  INC



                                            By:_________________________________
                                            Name:
                                            Title:


                                            Risa  B. . Hoag


                                        9
<PAGE>
<TABLE>
<CAPTION>
Schedule  A
-----------

EQUIPMENT
---------
LIST  OF  ASSETS  TO  BE  TRANSFERRED
-------------------------------------


ITEM                                                                              APPROX.
                                                                                  ORIGINAL
                                                                                  COST

<S>                                                                               <C>
Canon PC6RE, copier machine                                                       $     800
HP IIIP Laser Jet Printer                                                              1080
one personal computer hooked to network                                                2500
one personal computer hooked to network                                                4000
One 2 drawer filing cabinet                                                             800
1 HP Office Jet Printer/Fax/Copier/Scanner                                              600
Secretary Desk                                                                          100
Office Chair                                                                            125
Printer Stand                                                                            40
2 four line telephones ($150 each)                                                      300
1 "Friday" multifunction answering machine                                              250
New stationery recently printed                                                        1700
Supplies (e.g., paper clips, tape, paper, envelopes, ink cartridges, pens, etc.)        500
software?                                                                                 ?
TOTAL (EXCLUDING SOFTWARE)                                                        $12795.00

[GRAPHIC  OMITTED]
GMC Public Relations, Inc.
50 Main Street * Suite 1000 * White Plains, NY 10606


                                       10
<PAGE>
Schedule 1.1.
------------

EQUIPMENT
---------
LIST OF ASSETS TO BE TRANSFERRED
--------------------------------

ITEM                                                                              APPROX.
                                                                                  ORIGINAL
                                                                                  COST

Canon PC6RE, copier machine                                                       $     800
HP IIIP Laser Jet Printer                                                              1080
one personal computer hooked to network                                                2500
one personal computer hooked to network                                                4000
One 2 drawer filing cabinet                                                             800
1 HP Office Jet Printer/Fax/Copier/Scanner                                              600
Secretary Desk                                                                          100
Office Chair                                                                            125
Printer Stand                                                                            40
2 four line telephones ($150 each)                                                      300
1 "Friday" multifunction answering machine                                              250
New stationery recently printed                                                        1700
Supplies (e.g., paper clips, tape, paper, envelopes, ink cartridges, pens, etc.)        500
software?                                                                                 ?
TOTAL (EXCLUDING SOFTWARE)                                                        $12795.00
</TABLE>



Schedule  1.1(a)
----------------

[GRAPHIC  OMITTED]
GMC Public Relations, Inc.
50 Main Street * Suite 1000 * White Plains, NY 10606


                                       11
<PAGE>