Exhibit 10.1


PARAMOUNT ACQUISITION
CORP.


787 7th Avenue


New York, NY 10019


June 1, 2007


Mr. Jerry Silva


c/o B.J.K., Inc.


750 Park Place


Long Beach, NY 11561


Dear Mr. Silva:


Paramount
Acquisition Corp., a Delaware corporation (“Paramount”), and B.J.K.,
Inc., a New York corporation d/b/a ChemRx (“ChemRx”), are parties to a
Stock Purchase Agreement, of even date herewith (the “Purchase Agreement”).  Pursuant to the Purchase Agreement, Paramount
will acquire 100% of the Capital Stock of ChemRx and ChemRx New Jersey, LLC (“ChemRx
NJ”).  This Employment Letter sets
forth the terms and conditions of your employment with Paramount and its
subsidiaries and affiliates from time to time, including, without limitation,
ChemRx and ChemRx NJ (collectively, the “Group”).


1.             Employment.  Unless your employment is terminated in
accordance with Section 6 below, you agree to be employed, and Paramount agrees
to employ you, during the period commencing upon the closing date of the
transactions contemplated by the Purchase Agreement (the “Effective Date”)
and ending on December 31, 2010.  Such
period is referred to as the “Term”. 
The portion of the Term during which you are actually employed by
Paramount is referred to as the “Employment Period”.  Should the Purchase Agreement be terminated
pursuant to Section 10.1 thereof, this Employment Letter shall be null and void
and of no further force and effect.  Each
party to this Employment Letter agrees that it has no claims, rights or
obligations against any other party by virtue of this Employment Letter unless
and until the closing of the transactions contemplated by the Purchase
Agreement occurs.


2.             Position;
Duties.


(a)           You will be employed by
Paramount as its Chief Executive Officer and Chairman of the Board of
Directors.  In such capacity, you will
report to the Board of Directors of Paramount (the “Board of Directors”),
and shall have such authority and perform such duties customary for a chief
executive officer and chairman of the board of directors of a Delaware
corporation or as may be assigned by the Board of Directors consistent with
your positions as Chief Executive Officer and Chairman of the Board of
Directors.  You agree to comply with such
lawful policies of Paramount as may be adopted from time to time.  During the Employment Period, your principal
place of employment will be at the Group’s headquarters in Long Beach, New
York.


(b)           You agree to use your
best efforts, and devote substantially all of your working time, to perform
such duties faithfully, and while you remain employed, not to engage in any













other business activity that is in conflict with your
duties and obligations to the Group. 
Notwithstanding the foregoing, you may engage in the activities of (i)
serving as an officer or director of, or otherwise participating in, non-profit
educational, welfare, social, religious and civil organizations, and (ii)
managing personal and family investments, provided that such activities set
forth in clauses (i) and (ii) do not materially interfere with the performance
and fulfillment of your duties and responsibilities hereunder.


3.             Base
Salary; Bonus.


(a)           During the Employment
Period, Paramount will pay you a base salary (“Base Salary”) at an
annual rate of $500,000, which will be reviewed and subject to upward
adjustment based on the recommendation of the Board of Directors (or a
committee thereof) and the review and approval of the members of the Board of
Directors (excluding you), and payable in accordance with Paramount’s normal
payroll practices.


(b)           For each calendar year
that ends during the Employment Period beginning with the 2008 calendar year,
you will have the opportunity to earn a bonus (a “Bonus”) of up to
$250,000.  The amount of your Bonus, if
any, for any calendar year, shall be determined in the sole discretion of the
Board of Directors or a committee thereof (in each case, excluding you).  Except as set forth in Section 6, to receive
a Bonus, you must be employed on the last day of the calendar year for which a
Bonus is awarded.  Each Bonus shall be
paid 90 days after the end of the applicable calendar year.


4.             Benefits; Reimbursement of Expenses.


(a)           Benefits.  You shall participate in all medical, dental,
pension and other benefit plans available to other senior executives of
Paramount generally, as the Board of Directors shall adopt consistent with
industry practice as of the Effective Date or as soon thereafter as the Board
of Directors may determine in its reasonable discretion, provided that until
such time as medical and dental insurance is in place, Paramount agrees to
reimburse or pay on your behalf premiums for “COBRA” coverage to which you may
be entitled.  Nothing in this Employment
Letter shall restrict Paramount’s ability to change or terminate any or all of
its benefit plans and programs from time to time; nor shall anything in this
Employment Letter prevent any such change from affecting you.  If you die during the Employment
Period, Paramount will pay the COBRA premiums for the continuation of medical
insurance coverage for your spouse for a period of 36 months following the date
of death or such shorter period as your spouse may be eligible for COBRA
coverage (it being understood that to the extent such payment would constitute
a taxable benefit, Paramount may make applicable withholding with respect to
such taxable benefit from any amounts otherwise payable to your estate upon
your death).


(b)           Reimbursement of Expenses.  Paramount
shall pay or reimburse you for all reasonable out-of-pocket expenses incurred
by you during the Employment Period.  You
shall submit proof of expenses (including, in the case of reimbursement, proof
of payment) in conformity with the regular policies and practices of Paramount
for its executive employees, but in no event shall you be permitted to submit a
claim for reimbursement more than three years after your separation from
service with the Group.



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5.             Vacation.  You shall be entitled to such reasonable paid
vacation time as may be  compatible with
your positions with Paramount and determined by the Board of Directors from
time to time, giving due regard to the preservation of your health and also to
the reasonable scheduling needs of Paramount in connection with your
employment.


6.             Termination of Employment.


(a)           Death.  Your employment will terminate upon your
death.  Your beneficiaries will be
entitled to (i) any earned but unpaid Base Salary, (ii) any Bonus earned with
respect to a completed period but not yet paid, (iii) unreimbursed business
expenses submitted in accordance with paragraph 4(b), and (iv) any amounts accrued
and payable under the terms of any of the Group’s benefit plans (collectively
the “Accrued Obligations”).  In
addition, your beneficiaries will be entitled to the Prorated Bonus.  For purposes of this Employment Letter, “Prorated
Bonus” means the Bonus to which you would have been entitled had you
remained employed until the end of the calendar year in which such termination
occurs, multiplied by a fraction, the numerator of which is the number of days
that you were employed during such calendar year, and the denominator of which
is 365.  Any payments under this
provision shall be made 30 days after the date of your death, except that
payment of the Prorated Bonus, if any, shall be made 90 days after the end of the
calendar year in which termination occurs and amounts payable under any
of the Group’s benefit plans shall be paid in accordance with the terms of such
plans.


(b)           Disability.  Paramount may terminate your
employment by reason of your Disability. 
“Disability” means your inability to perform your essential job
functions by reason of a physical or mental impairment for a period of 120
consecutive days (or an aggregate of 180 days) within a period of 365
consecutive days as determined by an independent physician reasonably approved
by you (or your representative) and Paramount. 
Upon such termination, you will be entitled to the Accrued Obligations
and the Prorated Bonus.  Any payments to
you under this provision shall be made 30 days after the date on which
your employment is terminated, except that payment of the Prorated Bonus, if
any, shall be made 90 days after the end of the calendar year in which
termination occurs and amounts payable under any of the Group’s benefit plans
shall be paid in accordance with the terms of such plans.  Payment of
the Prorated Bonus shall be conditional upon your continuing compliance, other
than any isolated, insubstantial and inadvertent failure to comply that is not
in bad faith, with the restrictive covenants contained in Section 7, as well as
your execution, delivery and nonrevocation of release of claims in favor of
Paramount, in substantially the form attached as Exhibit A (the “Release”).  If you fail to comply with the restrictive
covenants set forth in Section 7 or to timely deliver the Release so that the
Revocation Period (as such term is defined in the Release) has expired before
the date that the Prorated Bonus would otherwise be paid under this Section
6(b), you will not be entitled to receive the Prorated Bonus.


(c)           Termination for Cause.  Paramount may
terminate your employment during the Term for Cause.  “Cause” means your (i) commission of
an act that constitutes common law fraud or a felony, commission of any other
crime involving moral turpitude, or commission of any other tortious or
unlawful act causing material harm to the business, standing or reputation of
the Group without the good faith belief that such conduct was in the best
interests of Paramount, (ii) material breach of this Employment Letter, after
Paramount has given you 10 days written notice and an opportunity to cure such
breach to the extent curable, (iii) your willful failure or



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refusal to perform your material
duties or obligations under this Employment Letter, including, without
limitation, willful refusal to abide by the directions of the Board of
Directors or any reasonable policy adopted by the Board of Directors, in each
case after Paramount has given you 10 days written notice and an opportunity to
cure such failure or refusal to the extent curable, (iv) willful misconduct or
gross negligence in the performance of your duties under this Employment Letter
and (v) material misappropriation or embezzlement of any property of the
Group.  Paramount shall not characterize
any termination of your employment as a termination for Cause unless (i) you
are given written notice of the conduct that constitutes Cause and (ii) you are
given an opportunity to be heard before the Board of Directors with counsel of
your choosing.  If your employment is terminated
for Cause, you will only be entitled to the Accrued Obligations.


(d)           Termination by Paramount without Cause.  Paramount
may terminate your employment during the Term for any or no reason.  If such termination is not by the Company for
Cause or by reason of your death or Disability or if your employment is
terminated without Cause upon expiration of the Term, then, in addition to the
Accrued Obligations, and in lieu of any other severance benefits otherwise
payable under any Paramount policy or otherwise,  subject to the limitations set forth below,
the Company shall pay or provide you: (1) an amount equal to the sum of your
annual Base Salary, payable over the one year period following termination of
your employment in equal monthly installments paid on the first of each month
beginning with the second month following the date of termination; (2) the
Prorated Bonus, which shall be paid on the 90th day after the end of the year
in which your termination occurs; and (3) one year of continued medical, dental
and other benefits that may be in effect on the date of termination of your
employment, provided that if Paramount’s plans do not permit you to participate
on this basis, Paramount will provide such benefits outside of the plans and
provided that if you become employed during this period and are eligible for
comparable coverage from your new employer, Paramount shall cease providing
such benefits.  Your right to the
payments and benefits set forth in clauses (1) through (3) above (collectively
the “Severance Benefits”) shall be conditional upon your continuing
compliance, other than any insubstantial failure to comply that is not in bad
faith, with the restrictive covenants contained in Section 7, as well as your
execution, delivery and nonrevocation of the Release.  If you fail to comply with the restrictive
covenants set forth in Section 7 or to timely deliver the Release so that the
Revocation Period (as such term is defined in the Release) has expired before
the earliest date that the applicable Severance Benefits would otherwise be paid
under this Section 6(d), you will forfeit all Severance Benefits (including the
provision of benefits under clause (3) above). 
If you are eligible for cash payments under clause (1) and you are a “specified
employee” under Section 409A of the Internal Revenue Code of 1986, as amended
and the regulations promulgated thereunder (collectively, the “Code”), any
portion of the payments that either do not qualify under the “short-term
deferral rule” or exceed two times the lesser of (A) your “annualized compensation”
for the calendar year preceding your termination of employment (in each case,
as those terms are defined under Section 409A of the Code), or (B) the maximum
amount that may be taken into account under Section 401(a)(17) of the Code for
the year in which you terminate employment, shall be delayed until the
first day of the seventh month following your termination of employment, or if
earlier, your death.  If you are eligible for cash payments under clauses (2)
and/or (3), such payments shall be made at the times as set forth above
under clauses (2) and/or (3), respectively, except that, to the extent
necessary to avoid adverse consequences to you under Section 409A of the Code,
any such payments shall be delayed, if later than the payment dates set forth
in clauses (2) and (3) above, until the first day of the seventh month
following your



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termination of employment, or if earlier, your death. Furthermore, the Company shall not be
required to make, and you shall not be required to receive, any severance or
other payment or benefit under Section 6 hereof at such time as the making of
such payment or the provision of such benefit or the receipt thereof shall
result in a tax to you arising under Section 409A of the Code.  The parties
agree that for purposes of Code Section 409A and Treasury Regulation
1.409A-2(b)(2)(iii), amounts payable under clause (1) shall be treated as a
right to a series of separate payments.


(e)           Termination by You for Good Reason.  You may
terminate your employment during the Term for Good Reason.  “Good Reason” means (i) any material
breach by Paramount of its obligations under this Employment Letter, (ii) any
material diminution of your duties, reporting lines or authority or (iii) a
relocation of your principal place of employment more than 50 miles from its
location in Long Beach, New York as of the date hereof.  However, none of the foregoing events or
conditions will constitute Good Reason unless (w) you provide the Company with
a written objection of the event or condition within 30 days following the
initial existence of the condition, (x) Paramount does not reverse or otherwise
cure the event or condition to the extent curable within 30 days of receiving
that written objection (y) you resign your employment within 30 days following
the expiration of that cure period, and (z) your termination of employment
occurs within two years following the initial existence of one or more of the
conditions described in the previous sentence. 
If you terminate your employment for Good Reason, you shall be treated
as if your employment were terminated by Paramount without Cause during the
Term pursuant to Section 6(d) above. Your right to such Severance Benefits
shall be subject to the same conditions as set forth in Section 6(d) regarding
compliance with the restrictive covenants and execution, delivery and
nonrevocation of the Release.


(f)            Termination by You without Good Reason.  You may
terminate your employment during the Term for any or no reason.  If such termination is without Good Reason, you
must first provide Paramount advance written notice of at least 120 days.  Upon such termination, you will only be
entitled to the Accrued Obligations.


7.             Restrictive Covenants.


(a)           Executive’s
Importance to the Group and the Effect of this Section 7.  You acknowledge that in the course of your
ownership and operation of ChemRx and ChemRx NJ and your involvement in the
Group’s activities, you have had and will continue to have access to Trade
Secrets or other Confidential Information and that you have profited and will
continue to profit from the goodwill associated with the Group.  In view of your access to the Trade Secrets
or other Confidential Information and your importance to the Group, if you
compete with the Group either during or for a period of time following the
Term, the Group will likely suffer significant harm.  In return for the benefits you will receive
from Paramount under this Agreement and in connection with the sale of your
equity in the ChemRx and ChemRx-NJ and to induce Paramount to enter into this
Employment Letter and the Purchase Agreement and consummate transactions
contemplated thereby, and in light of the potential harm that you could cause
to the Group, you agree to the provisions of this Section 7.  You also acknowledge that Paramount would not
have entered into the Purchase Agreement or this Employment Letter, if you did
not agree to this Section 7.  This
Section 7 limits your ability to earn a livelihood in a



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Competitive Enterprise (as defined below).  You acknowledge, however, that complying with
this Section 7 will not result in severe economic hardship for you or your
family.


(b)           Non-Competition.  During the period commencing on
the Effective Date and ending on the second anniversary following the
termination of your employment for any reason (whether during or upon
expiration of the Term) (the “Restricted Period”), you will not (except
as an officer, director, stockholder, member, manager, employee, agent or
consultant of Paramount) directly or indirectly, own, manage, operate, join, or
have a financial interest in, control or participate in the ownership,
management, operation or control of, or be employed as an employee, agent or
consultant, or in any other individual or representative capacity whatsoever,
or use or permit your name to be used in connection with, or be otherwise
connected in any manner with any business or enterprise engaged in the
institutional pharmacy business in any state in the United States in which the
Group is then engaged or planning to engage in the institutional pharmacy
business (any such business or enterprise, a “Competitive Enterprise”); provided
that the foregoing restriction shall not be construed to prohibit the ownership
by you together with your affiliates and associates, as the case may be, of not
more than two percent (2%) of any class of securities of any corporation that
is engaged in any of the foregoing businesses, having a class of securities
registered pursuant to the Securities Exchange Act of 1934, as amended, which
securities are publicly owned and regularly traded on any national exchange or
in the over-the-counter market, provided  further,
that such ownership represents a passive investment and that you together with
your affiliates and associates, either directly or indirectly, do not manage or
exercise control of any such corporation, guarantee any of its financial
obligations, otherwise take part in its business other than exercising your
rights as a shareholder, or seek to do any of the foregoing; and provided
further, that if any Severance Benefits due to you are not paid
when due, your obligations under this paragraph 7(b) shall terminate upon
failure of the Company to cure such non-payment after thirty (30) days’ prior
written notice.  Notwithstanding anything
to the contrary in this Agreement or any other document or instrument, except
as expressly set forth in the preceding sentence, no breach or failure to
perform on the part of the Paramount or any of its affiliates shall relieve you
of your obligations under this Section 7.


(c)           Non-Solicitation.  During the period commencing on
the Effective Date and ending on the third anniversary following the
termination of your employment for any reason (whether during or upon
expiration of the Term), you agree to refrain from (i) contacting any of the
Group’s clients or customers, or any prospective client or customer, for the
purpose of soliciting such client or customer to transact business with a
Competitive Enterprise or reduce or refrain from doing any business with the
Group, (ii) transacting business with any such client or customer that would
cause you to be engaged in a Competitive Enterprise or to cause such client or
customer to reduce or refrain from doing any business with the Group or (iii)
interfering with or damaging any relationship between the Group and any such
client or customer.  You further agree
that during the Restricted Period, you shall not, directly or indirectly, (x)
solicit or influence any individual who is an employee or consultant of the
Group or was an employee or consultant of the Group during the Employment
Period or within 12 months before the date of termination of the Employment
Period to terminate his or her employment or consulting relationship with the
Group or to apply for or accept employment with a Competitive Enterprise or (y)
employ or retain any such individual.



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(d)           Trade Secrets and Confidential Information.  You
recognize that it is in the legitimate business interest of Paramount to
restrict your disclosure or use of Trade Secrets or other Confidential
Information (as defined below) relating to the Group for any purpose other than
in connection with your performance of your duties to the Group, and to limit
any potential appropriation of such Trade Secrets or other Confidential Information.  You therefore agree that all Trade Secrets or
other Confidential Information relating to Paramount, ChemRx or ChemRx NJ, or
any of their respective subsidiaries or businesses heretofore or in the future
obtained by you shall be considered confidential and the proprietary
information of Paramount.  You shall not
use or disclose, or authorize any other person or entity to use or disclose,
any Trade Secrets or other Confidential Information.  The term “Trade Secrets or other
Confidential Information” shall mean all secret, confidential or
proprietary information (whether or not reduced to writing and whether or not
patentable or subject to protection by copyright and including, without
limitation, any information conceived, originated, discovered or developed by
you) about the Group and its businesses, and its methods, processes, products
and services, past, present or contemplated, including, without
limitation:  any and all information
concerning strategies, sales, sales volume, sales methods, sales proposals,
pricing, customers and prospective customers, identity of key personnel in the
employ of customers, customer lists, and prospective customers, trade
secrets,  know-how, computer programs,
system documentation, system hardware, product hardware, software systems,
related software development, manuals, formulae, processes, methods, machines,
compositions, ideas, improvements, inventions, studies, policies, procedures
or, information received by the Group from third parties in confidence and
other confidential or proprietary information belonging to the Group or
relating to the affairs of the Group. 
Trade Secrets or other Confidential Information shall also include
buying habits and preferences and other non-public information concerning
customers and prospective customers of the Group.  Notwithstanding the foregoing, if you are
compelled to disclose Trade Secrets or other Confidential Information by court
order or other legal process, to the extent permitted by applicable law, you
shall promptly so notify the Group so that it may seek a protective order or
other assurance that confidential treatment of such Trade Secrets or other
Confidential Information shall be afforded, and you shall reasonably cooperate
with the Group in connection therewith.


(e)           Discoveries and Works.  All
Discoveries and Works initiated, made or conceived by you, during your
employment by Paramount or any other member of the Group, whether alone or in
conjunction with others and whether prior to or following the date hereof, that
relate to the activities of the Group shall be owned exclusively by Paramount,
and you hereby assign to Paramount all right, title and interest you may have
or acquire in all such Discoveries and Works. 
The term “Discoveries and Works” includes, by way of example but
without limitation, Trade Secrets or other Confidential Information, patents
and patent applications, trademarks and trademark registrations and
applications, service marks and service mark registrations and applications,
trade names, copyrights and copyright registrations and applications.  You shall (a) promptly notify and make full
disclosure to Paramount of any Discoveries and Works, and execute and deliver
any documents requested by Paramount to evidence or better assure title to
Discoveries and Works in Paramount, as so requested, (b) renounce any and all
claims, including but not limited to claims of ownership and royalty, with
respect to all Discoveries and Works and all other property owned or licensed
by the Group, (c) assist Paramount in obtaining, maintaining and enforcing for
itself at its own expense United States and foreign patents, copyrights, trade
secret protection or other protection of or rights in any and all Discoveries
and Works and (d)



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promptly execute, whether during the
Employment Period or thereafter, all applications or other endorsements
necessary or appropriate to maintain patents and other rights for Paramount and
to protect the title of Paramount, including but not limited to assignments of
such patents and other rights.  You
acknowledge that all Discoveries and Works shall be deemed “works made for hire”
under the Copyright Act of 1976, as amended, 17 U.S.C. § 101.


(f)            No Public Statements or Disparagement.  You agree
that you will not make any public statements regarding your employment or the
termination of your employment (for whatever reason) that are not agreed to by
Paramount.  You agree that, except as
required by applicable law or regulation, you will not knowingly make any
public statement that would libel, slander or disparage the Group or any of
their respective past or present officers, directors, employees or agents.  Paramount agrees that, except as required by
applicable law or regulation, it will not, and it will cause the other members
of the Group not to, knowingly make any public statement that would libel,
slander or disparage you. 
Notwithstanding this Section, nothing contained herein shall limit or
impair your or the Group’s ability to provide truthful testimony in response to
any validly issued subpoena.


(g)           Remedies.  You agree that Paramount’s remedies at law
for any breach or threat of breach by you of any of the provisions of this
Section 7 will be inadequate, and that, in addition to any other remedy to
which Paramount may be entitled at law or in equity, Paramount shall be
entitled to a temporary or permanent injunction or injunctions or temporary
restraining order or orders to prevent breaches of the provisions of this
Section 7 and to enforce specifically the terms and provisions hereof, in each
case without the need to post any security or bond and without the requirement
to prove that monetary damages would be difficult to calculate and that
remedies at law would be inadequate. 
Nothing herein contained shall be construed as prohibiting Paramount
from pursuing, in addition, any other remedies available to the Group for such
breach or threatened breach.


(h)           Enforceability.  It is expressly understood and
agreed that although the parties consider the restrictions contained in this
Section 7 hereof to be reasonable for the purpose of preserving the goodwill,
proprietary rights and going concern value of the Group, if a final
determination is made by an arbitrator or court, as the case may be, having
jurisdiction that the time or territory or any other restriction contained in
this Section 7 is an unenforceable restriction on your activities, the
provisions of this Section 7 shall not be rendered void but shall be deemed
amended to apply as to such maximum time and territory and to such other extent
as such arbitrator or court, as the case may be, may determine or indicate to
be reasonable.  Alternatively, if the
arbitrator or court, as the case may be, referred to above finds that any
restriction contained in this Section 7 or any remedy provided herein is
unenforceable, and such restriction or remedy cannot be amended so as to make
it enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained therein or the availability of any other remedy.


8.             Indemnification.  Paramount shall indemnify and hold
you harmless from and against any and all losses, costs, damages or expenses
(including reasonable attorneys’ fees) arising out of any claim or legal action
brought against you, whether or not ultimately defensible under the applicable “Business
Judgment Rule,” relating in any way to the services performed by you as an
officer, director or manager for Paramount or any of its subsidiaries, whether
arising during or



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after the Employment Period.  This indemnification provision is intended to
be broadly interpreted and to provide for indemnification to the full extent
permitted by applicable law.


9.             Withholding.  Paramount shall have the right to
withhold from any amount payable to you hereunder an amount necessary in order
for Paramount to satisfy any withholding tax obligation it may have under
applicable law.  Notwithstanding the
foregoing, you are solely responsible for paying all required taxes on any
payments or other compensation provided under this Employment Letter.


10.           Governing Law.  The terms of this Employment
Letter, and any action arising hereunder, shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed entirely within the State.


11.           Waiver.  This Employment Letter may not be released,
changed or modified in any manner, except by an instrument in writing signed by
you and Paramount.  The failure of either
party to enforce any of the provisions of this Employment Letter shall in no
way be construed to be a waiver of any such provision.  No waiver of any breach of this Employment
Letter shall be held to be a waiver of any other or subsequent breach.


12.           Assignment.  This Employment Letter is personal
to you.  You shall not assign this
Employment Letter or any of your rights and/or obligations under this
Employment Letter to any other person. 
Paramount may, without your consent, assign this Employment Letter to
any successor to its business.


13.           Dispute Resolution. To benefit mutually from the time and cost savings of arbitration over
the delay and expense of the use of the federal and state court systems, all
disputes involving this Employment Letter (except, at the election of
Paramount, for injunctive relief with respect to disputes arising out of an
alleged breach or threatened breach of the restrictive covenants contained in
Section 7), including claims of violations of federal or state discrimination
statutes or public policy, shall be resolved pursuant to binding arbitration in
New York, New York administered by the American Arbitration Association under
its Employment Dispute Resolution Rules then in effect.  In the event of a dispute, a written request
for arbitration shall be submitted to the New York, New York office of the
American Arbitration Association.  The
award of the arbitrators shall be final and binding and judgment upon the award
may be entered in any court having jurisdiction thereof.  Except as otherwise provided above, this
procedure shall be the exclusive means of settling any disputes that may
arise under this Employment Letter.  For
the purpose of any judicial proceeding to enforce such award or incidental to
such arbitration or to compel arbitration and for purposes of Section 7 hereof,
the parties hereby submit to the non-exclusive jurisdiction of the Supreme
Court of the State of New York, New York County, or the United States District
Court for the Southern District of New York, and agree that service of process
in such arbitration or court proceedings shall be satisfactorily made upon it
if sent by registered mail addressed to it at the address referred to below in
Section 17.  All fees and expenses of the
arbitrators and all other expenses of the arbitration, except for attorneys’
fees and witness expenses which shall be borne by each party, shall be shared
equally by you and Paramount.  However,
if in any arbitration proceeding or injunctive action, an award or decision is
made in your favor on any material claim, Paramount shall reimburse all of your
costs, including reasonable attorneys’ fees, that you incurred in



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connection with such proceeding or
action.  You and Paramount agree that
there will be no punitive damages payable as a result of any dispute involving
this Employment Letter or otherwise involving your employment and agree not to
request punitive damages.


14.           No Conflicts.  You represent and warrant to
Paramount that your acceptance of employment and the performance of your duties
for the Group will not conflict with or result in a violation or breach of, or
constitute a default under any contract, agreement or understanding to which
you are or were a party or of which you are aware and that there are no
restrictions, covenants, agreements or limitations on your right or ability to
enter into and perform the terms of this Employment Letter.


15.           Entire Agreement.  Upon the Effective Date, this
Employment Letter supersedes all previous and contemporaneous communications,
agreements and understandings between you Paramount, ChemRx, ChemRx NJ or any
other member of the Group, and constitutes the sole and entire agreement among
you and the Group pertaining to the subject matter hereof. 


16.             Counterparts.  This
Employment Letter may be executed in one or more counterparts, all of which
shall be considered one and the same agreement, and shall become a binding
agreement when one or more counterparts have been signed by each party and
delivered to the other party.


17.           Notices.  All notices, requests, demands and other
communications under this Employment Letter must be in writing and will be
deemed given (i) on the business day sent, when delivered by hand or facsimile
transmission (with confirmation) during normal business hours, (ii) on the
business day after the business day sent, if delivered by a nationally
recognized overnight courier or (iii) on the third business day after the
business day sent if delivered by registered or certified mail, return receipt
requested, in each case to the following address or number (or to such other
addresses or numbers as may be specified by notice that conforms to this
Section 17):


If to you, to your address then on file with Paramount’s
payroll department.


If to Paramount, to:


Paramount
Acquisition Corp.


750
Park Place


Long
Beach, NY 11561


Attention:  Corporate Secretary


with a copy to:


Paramount
Acquisition Corp.


c/o
Paramount BioSciences, LLC


787 7th
Avenue


48th
Floor


New
York, NY 10019


Attention:
J. Jay Lobell


Facsimile: (212) 580-0801



 10
 









and


Covington
& Burling LLP


The New
York Times Building

620 Eighth Avenue

New York, NY 10018


Attention:
Stephen A. Infante, Esq.


Facsimile: (212) 841-1010



 11















If the foregoing is acceptable to you, kindly sign and return to us one
copy of this letter.


	
  

  	
   

  	
  Sincerely yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PARAMOUNT ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. Jay Lobell

  	
   

  
	
   

  	
   

  	
   

  	
  Name: J. Jay Lobell

  
	
   

  	
   

  	
   

  	
  Title:   Chief Executive Officer

  



 


	
  AGREED TO AND ACCEPTED BY:

  
	
   

  
	
  /s/ Jerry Silva

  	
   

  
	
  Jerry Silva

  



 


[Signature
Page to Employment Letter]













Exhibit A


RELEASE OF EMPLOYMENT CLAIMS


Jerry Silva (“Executive”), for and
in consideration of the payments and benefits that Executive shall receive
under the Employment Agreement between the Executive and Paramount Acquisition
Corp. (“Paramount”) dated June 1, 2007 (the “Employment Agreement”),
hereby executes the following General Release (“Release”) and agrees as
follows:


1.             Executive,
on behalf of Executive and Executive’s agents, assignees, attorneys,
successors, assigns, heirs, administrators and executors, does hereby fully and
completely forever release Paramount and its subsidiaries, affiliates,
predecessors and successors and all of its past and/or present officers,
directors, partners, members, managing members, managers, executives, agents,
representatives, administrators, attorneys, insurers and fiduciaries in their
individual and/or representative capacities (hereinafter collectively referred
to as the “Releasees”), from any and all causes of action, suits,
agreements, promises, damages, disputes, controversies, contentions,
differences, judgments, claims, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, variances,
trespasses, extents, executions and demands of any kind whatsoever, which
Executive or Executive’s heirs, executors, administrators, successors and
assigns ever had, now have or may have against the Releasees or any of them, in
law, admiralty or equity, whether known or unknown to Executive, for, upon, or
by reason of, any matter, action, omission, course or thing whatsoever
occurring up to the date this Release is signed by Executive that arises from,
in connection with or in relationship to Executive’s employment or other
service relationship with Paramount or its affiliates, the termination of any
such employment or service relationship and any applicable employment, compensatory
or equity arrangement with Paramount or its affiliates; provided that such
released claims shall not include any claims (i) to entitlements under Section
6 of the Employment Agreement or (ii) for indemnification under Section 12 of
the Employment Agreement or the certificate of incorporation, by-laws or other
similar organizational documents of Paramount with regard to Executive’s
service as an officer of Paramount, (such released claims are collectively
referred to herein as the “Released Claims”).


2.             Notwithstanding
the generality of paragraph (1) above, the Released Claims include, without
limitation, (a) any and all claims under Title VII of the Civil Rights Act of
1964, the Age Discrimination in Employment Act of 1967, the Civil Rights Act of
1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Executive
Retirement Income Security Act of 1974, the Americans with Disabilities Act,
the Family and Medical Leave Act of 1993, and any and all other federal, state
or local laws, statutes, rules and regulations pertaining to employment or
otherwise, and (b) any claims for wrongful discharge, breach of contract,
fraud, misrepresentation or any compensation claims, or any other claims under
any statute, rule, regulation or under the common law, including compensatory
damages, punitive damages, attorney’s fees, costs, expenses and all claims for
any other type of damage or relief.  The
Released Claims do not include any matter arising from or under the Purchase
Agreement (as defined in the Employment Agreement).













3.             By
signing this Release, the Executive waives any right that the Executive has or
may have had to bring a lawsuit or make any claim against the Releasees based
on any acts or omissions of the Releasees up to the date of the signing of this
Release.


4.             Executive represents that he has
read carefully and fully understands the terms of this Release, and that
Executive has been advised to consult with an attorney and has had the
opportunity to consult with an attorney prior to signing this Release.  Executive acknowledges that he is executing
this Release voluntarily and knowingly and that he has not relied on any
representations, promises or agreements of any kind made to Executive in connection
with Executive’s decision to accept the terms of this Release, other than those
set forth in this Release.  Executive
acknowledges that Executive has been given at least twenty-one (21) days to
consider whether Executive wants to sign this Release and that the Age
Discrimination in Employment Act gives Executive the right to revoke this
Release within seven (7) days after it is signed, and Executive understands
that he will not receive any payments due him under the Employment Agreement
until such seven (7) day revocation period (the “Revocation Period”) has
passed and then, only if Executive has not revoked this Release. Upon such
revocation, this Release and the severance provisions of the Employment
Agreement shall be null and void and of no further force and effect. To the
extent Executive has executed this Release within less than twenty-one (21)
days after its delivery to Executive, Executive hereby acknowledges that his
decision to execute this Release prior to the expiration of such twenty-one
(21) day period was entirely voluntary.


 


	
  

  	
   

  	
   

  
	
   

  	
  Executive