**Exhibit4.1**

**AMENDMENTTO UNIT PURCHASE OPTION**

AMENDMENT TO UNIT PURCHASEOPTION (this “Amendment”), dated as of October 12, 2006, is made by and betweenParamount Acquisition Corp. (the “Company”) and EarlyBirdCapital, Inc. (the “Holder”),to the Unit Purchase Option referred to below.

WHEREAS, the Company issuedthe Unit Purchase Option, dated October 21, 2005 (the “Unit Purchase Option”),in connection with the Company’s initial public offering and the Holder is theowner of the Unit Purchase Option; and

WHEREAS, the parties heretowish to amend the Unit Purchase Option as set forth herein to clarify theunderstanding between the parties with respect to the terms of the UnitPurchase Option effective as of the date of its issuance.

NOW, THEREFORE, in considerationof the premises and of the agreements contained herein, the parties heretohereby agree as follows:

# 1.             The Unit PurchaseOption is hereby amended by adding the following new Section 2.4 to such UnitPurchase Options:

“2.4    NoObligation to Net Cash Settle. Notwithstanding anything to the contrary contained in this PurchaseOption, if the Company is unable to deliver any securities pursuant to theexercise of this Purchase Option as a result of its inability to satisfy itsregistration requirements set forth in Section 5 hereof, the Company will haveno obligation to pay such registered holder any cash or otherwise “net cashsettle” this Purchase Option.”

# 2.                                       Section 5.3 of the Unit Purchase Options ishereby deleted in its entirety.

# 3.             Upon the dueexecution and delivery of this Amendment by the parties hereto, on and afterthe date hereof each reference in the Unit Purchase Option to this “PurchaseOption”, “hereunder”, “hereof’, “herein” or words of like import referring tothe Unit Purchase Option shall mean and be a reference to the Unit PurchaseOption, as amended hereby. Except as specifically amended above, the UnitPurchase Option shall remain in full force and effect and is hereby ratifiedand confirmed.

# 4.             This Amendment maybe executed in one or more counterparts, each of which shall be deemed to be anoriginal, but all of which taken together shall constitute one and the sameagreement, and shall become effective when one or more counterparts has beensigned by each of the parties hereto and delivered to each of the other partieshereto.

[*Signature Page Follows*]

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INWITNESS WHEREOF, the parties have executed this amendment as of the date firstset forth above.
|        | PARAMOUNT ACQUISITION CORP. |                            |   |
|--------|-----------------------------|---------------------------------|--------|
|   |                        |                            |   |
|   | By:                         | /s/ J. JAY LOBELL               |   |   |
|   |                        | Name: J. Jay  Lobell            |   |   |
|   |                        | Title: Chief  Executive Officer |   |   |
|   |                        |                            |   |   |
|   | HOLDER:                     |                            |   |
|   | EARLYBIRDCAPITAL, INC.      |                            |   |
|   |                        |                            |   |   |
|   | By:                         | /s/ STEVEN A. LEVINE            |   |   |
|   |                        | Name: Steven A.  Levine         |   |   |
|   |                        | Title: Managing  Director       |   |   |

 

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