July 25, 2005

Paramount Acquisition Corp.
787 7th Avenue, 48th Floor
New York, New York 10019

EarlyBirdCapital, Inc.
275 Madison Avenue
Suite 1203
New York, New York 10016

          Re: Initial Public Offering

Gentlemen:

          Lindsay A. Rosenwald 2000 Family Trusts ("Trust"), a stockholder of
Paramount Acquisition Corp. ("Company"), in consideration of EarlyBirdCapital,
Inc. ("EBC") entering into a letter of intent ("Letter of Intent") to underwrite
an initial public offering of the securities of the Company ("IPO") and
embarking on the IPO process, hereby agrees as follows (certain capitalized
terms used herein are defined in paragraph 10 hereof):

          1. If the Company solicits approval of its stockholders of a Business
Combination, the Trust will vote all Insider Shares owned by it in accordance
with the majority of the votes cast by the holders of the IPO Shares.

          2. In the event that the Company fails to consummate a Business
Combination within 18 months from the effective date ("Effective Date") of the
registration statement relating to the IPO (or 24 months under the circumstances
described in the prospectus relating to the IPO), Trust will vote all Insider
Shares owned by it in favor of the Company's decision to liquidate. Each of
Trust and each trustee or controlling person of Trust (each a "Control Person")
hereby waives any and all right, title, interest or claim of any kind in or to
any distribution of the Trust Fund (as defined in the Letter of Intent) and any
remaining net assets of the Company as a result of such liquidation with respect
to its Insider Shares ("Claim") and hereby waives any Claim either may have in
the future as a result of, or arising out of, any contracts or agreements with
the Company and will not seek recourse against the Trust Fund for any reason
whatsoever.



          3. The Trust acknowledges and agrees that the Company will not
consummate any Business Combination which involves a company which is affiliated
with any of the Insiders unless the Company obtains an opinion from an
independent investment banking firm reasonably acceptable to EBC that the
business combination is fair to the Company's stockholders from a financial
perspective.

          4. Neither the Trust, any Control Person, nor any affiliate of the
Trust or any Control Person ("Affiliate") will be entitled to receive and will
not accept any compensation for services rendered to the Company prior to the
consummation of the Business Combination; provided that commencing on the
Effective Date, Paramount BioCapital Asset Management, Inc. ("Related Party"),
shall be allowed to charge the Company $7,500 per month, representing an
allocable share of Related Party's overhead, to compensate it for the Company's
use of Related Party's offices, utilities and personnel. Related Party and the
Trust shall also be entitled to reimbursement from the Company for their
out-of-pocket expenses incurred in connection with seeking and consummating a
Business Combination.

          5. Neither the Trust, any Control Person, nor any Affiliate will be
entitled to receive or accept a finder's fee or any other compensation in the
event the undersigned, any member of the family of the undersigned or any
Affiliate of the undersigned originates a Business Combination.

          6. The Trust will escrow its Insider Shares for the three year period
commencing on the Effective Date subject to the terms of a Stock Escrow
Agreement which the Company will enter into with the Trust and an escrow agent
acceptable to the Company.

          7. The Trust's Questionnaire furnished to the Company and EBC and
annexed as Exhibit A hereto is true and accurate in all respects. The Trust
represents and warrants that no Control Person:

     (a) is subject to, or a respondent in, any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any
jurisdiction;

     (b) has never been convicted of or pleaded guilty to any crime (i)
involving any fraud or (ii) relating to any financial transaction or handling of
funds of another person, or (iii) pertaining to any dealings in any securities
and is not currently a defendant in any such criminal proceeding; and

     (c) has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities
license or registration denied, suspended or revoked.

          8. The Trust has full right and power, without violating any



agreement by which it is bound, to enter into this letter agreement.

          9. This letter agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of
the substantive laws of another jurisdiction. The Trust hereby (i) agrees that
any action, proceeding or claim against him arising out of or relating in any
way to this letter agreement (a "Proceeding") shall be brought and enforced in
the courts of the State of New York of the United States of America for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive, (ii) waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum and
(iii) irrevocably agrees to appoint Graubard Miller as agent for the service of
process in the State of New York to receive, for the undersigned and on his
behalf, service of process in any Proceeding. If for any reason such agent is
unable to act as such, the Trust will promptly notify the Company and EBC and
appoint a substitute agent acceptable to each of the Company and EBC within 30
days and nothing in this letter will affect the right of either party to serve
process in any other manner permitted by law.

          10. As used herein, (i) a "Business Combination" shall mean an
acquisition by merger, capital stock exchange, asset or stock acquisition,
reorganization or otherwise, of an operating business; (ii) "Insiders" shall
mean all officers, directors and stockholders of the Company immediately prior
to the IPO; (iii) "Insider Shares" shall mean all of the shares of Common Stock
of the Company owned by an Insider prior to the IPO; and (iv) "IPO Shares" shall
mean the shares of Common Stock issued in the Company's IPO.

                                        Linday A. Rosenwald 2000 Family Trusts
                                        ----------------------------------------
                                        Print Name of Insider


                                        By: /s/ Lindsay A. Rosenwald
                                            ------------------------------------
                                            Name: Lindsay A. Rosenwald
                                            Title: Trustee