Exhibit
      10.10

    
 

    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     

    This
      Agreement is made as of _____________, 2008 by and between Polaris Acquisition
      Corp. (the “Company”) and Continental Stock Transfer & Trust Company
      (“Trustee”).

     

    WHEREAS,
      the Company’s registration statement on Form S-1, No. 333-145759
      (“Registration Statement”), for its initial public offering of securities
      (“IPO”) has been declared effective as of the date hereof (“Effective Date”) by
      the Securities and Exchange Commission (capitalized terms used herein and not
      otherwise defined shall have the meanings set forth in the Registration
      Statement); and 

     

    WHEREAS,
      Lazard Capital Markets LLC (“Lazard”) is acting as the representative of the
      underwriters in the IPO; and

     

    WHEREAS,
      as described in the Registra-tion Statement, and in accordance with the
      Company’s Certificate of Incorporation, $180,000,000.00 of the gross proceeds of
      the IPO and sale of the Insider Warrants (as defined in the Registration
      Statement) ($206,325,000.00 if the underwriters over-allotment option is
      exercised in full) will be delivered to the Trustee to be deposited and held
      in
      a trust account for the benefit of the Company and the holders of the Company’s
      common stock, par value $.0001 per share, issued in the IPO as hereinafter
      provided (the amount to be delivered to the Trustee will be referred to herein
      as the “Property”; the stockholders for whose benefit the Trustee shall hold the
      Property will be referred to as the “Public Stockholders,” and the Public
      Stockholders and the Company will be referred to together as the
“Beneficiaries”); and 

     

    WHEREAS,
      a portion of the Property consists of $8,100,000 (or $9,315,000 if the
      Underwriter’s over-allotment option is exercised in full) attributable to the
      Underwriters’ discount (“Deferred Discount”) which the Underwriters have agreed
      to deposit in the Trust Account (defined below); and

     

    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property;

     

    IT
      IS
      AGREED:

     

    1.  Agreements
      and Covenants of Trustee.
      The
      Trustee hereby agrees and covenants to:

     

    (a)  Hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement in a segregated trust account (“Trust Account”) established by the
      Trustee; 

     

    (b)  Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

     

    (c)  In
      a
      timely manner, upon the written instruction of the Company, to invest and
      reinvest the Property in United States “government securities” within the
      meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a
      maturity of 180 days or less,
      and/or
      in any open ended investment company registered under the Investment Company
      Act
      of 1940 that holds itself out as a money market fund selected by the Company
      meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7
      promulgated under the Investment Company Act of 1940, as determined by the
      Company;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)  Collect
      and receive, when due, all principal and income arising from the Property,
      which
      income, net of taxes, shall become part of the “Property,” as such term is used
      herein;

     

    (e)  Notify
      the Company of all communications received by it with respect to any Property
      requiring action by the Company;

     

    (f)  Supply
      any necessary information or documents as may be requested by the Company in
      connection with the Com-pany’s preparation of its returns;

     

    (g)  Participate
      in any plan or proceeding for protect-ing or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company to do
      so;

     

    (h)  Render
      to
      the Company and to Lazard, and to such other person as the Company may instruct,
      monthly written statements of the activities of and amounts in the Trust Account
      reflecting all receipts and disbursements of the Trust Account; and

     

    (i)  Commence
      liquidation of the Trust Account only after and promptly after receipt of,
      and
      only in accordance with, the terms of a letter (“Termination Letter”), in a
      form substantially similar to that attached hereto as either Exhibit A or
      Exhibit B hereto, signed on behalf of the Company by its President or
      Chairman of the Board and Secre-tary or Assistant Secretary and affirmed by
      counsel for the Company, and complete the liquidation of the Trust Account
      and
      distribute the Property in the Trust Account only as directed in the Termination
      Letter and the other documents referred to therein; provided,
      however,
      that in
      the event that a Termination Letter has not been received by the Trustee by
      the
      24-month anniversary of the effective date of the Registration Statement (“Last
      Date”), the Trust Account shall be liquidated in accordance with the procedures
      set forth in the Termination Letter attached as Exhibit B hereto and distributed
      to the stockholders of record on the Last Date. In all cases, the Trustee shall
      provide Lazard with a copy of any Termination Letters and/or any other
      correspondence that it receives with respect to any proposed withdrawal from
      the
      Trust Account promptly after it receives same. The provisions of this Section
      1(i) may not be modified, amended or deleted under any
      circumstances.

     

    2.  Limited
      Distributions of Income from Trust Account.

     

    (a)  Upon
      written request from the Company, which may be given from time to time in a
      form
      substantially similar to that attached hereto as Exhibit C, the Trustee shall
      distribute to the Company the amount requested by the Company to cover any
      income or franchise tax obligation owed by the Company.

     

    (b)  Upon
      written request from the Company, which may be given from time to time in a
      form
      substantially similar to that attached hereto as Exhibit D, the Trustee shall
      distribute to the Company the amount requested by the Company to cover expenses
      related to investigating and selecting a target business and other working
      capital requirements; provided, however, that the aggregate amount of all such
      distributions shall not exceed $1,800,000.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  The
      limited distributions referred to in Sections 2(a) and 2(b) above shall be
      made
      only from income collected on the Property. Except as provided in Section 2(a)
      and 2(b) above, no other distributions from the Trust Account shall be permitted
      except in accordance with Section 1(i) hereof.

     

    3.  Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants to:

     

    (a)  Give
      all
      instructions to the Trustee here-under in writing, signed by the Company’s
      Chairman of the Board or President. In addi-tion, except with respect to its
      duties under paragraphs 1(i), 2(a) and 2(b) above, the Trustee shall be entitled
      to rely on, and shall be protected in relying on, any verbal or telephonic
      advice or instruction which it in good faith believes to be given by any one
      of
      the persons authorized above to give written instructions, provided that the
      Company shall promptly confirm such instructions in writing;

     

    (b)  Hold
      the
      Trustee harmless and indemnify the Trustee from and against, any and all
      expenses, includ-ing reason-able counsel fees and disbursements, or loss
      suf-fered by the Trustee in connection with any action, suit or other
      pro-ceeding brought against the Trustee involving any claim, or in connection
      with any claim or demand which in any way arises out of or relates to this
      Agreement, the services of the Trustee hereunder, or the Property or any income
      earned from investment of the Property, except for expenses and losses resulting
      from the Trustee's gross negligence or willful misconduct. Promptly after the
      receipt by the Trustee of notice of demand or claim or the commencement of
      any
      action, suit or proceeding, pursuant to which the Trustee intends to seek
      indemnifica-tion under this paragraph, it shall notify the Company in writing
      of
      such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee
      shall have the right to conduct and manage the defense against such Indemnified
      Claim, provided, that the Trustee shall obtain the consent of the Company with
      respect to the selection of coun-sel, which consent shall not be unreasonably
      withheld. The Trustee may not agree to settle any Indemnified Claim without
      the
      prior written consent of the Company, which consent shall not be unreasonably
      withheld. The Company may participate in such action with its own counsel;
      

     

    (c)  Pay
      the
      Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it
      being expressly understood that the Property shall not be used to pay such
      fee).
      The Company shall pay the Trustee the initial acceptance fee and first year’s
      fee at the consummation of the IPO and thereafter on the anniversary of the
      Effective Date. The Trustee shall refund to the Company the fee (on a pro rata
      basis) with respect to any period after the liquidation of the Trust Fund.
      The
      Company shall not be responsible for any other fees or charges of the Trustee
      except as may be provided in paragraph 3(b) hereof (it being expressly
      understood that the Property shall not be used to make any payments to the
      Trustee under such paragraph);

     

    (d)  Provide
      to the Trustee any letter of intent, agreement in principle or definitive
      agreement for a Business Combination that is executed on or prior to the First
      Date; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)  In
      connection with any vote of the Company’s stockholders regarding a Business
      Combination, provide to the Trustee an affidavit or certificate of a firm
      regularly engaged in the business of soliciting proxies and/or tabulating
      stockholder votes (which firm may be the Trustee) verifying the vote of the
      Company’s stockholders regarding such Business Combination.

     

    (f)  In
      connection with any liquidation of the Trust Account, not to direct the Trustee,
      as paying agent, to make any payment not specifically permitted under this
      Agreement.

     

    4.  Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

     

    (a)  Take
      any
      action with respect to the Property, other than as directed in paragraphs 1
      and
      2 hereof and the Trustee shall have no liability to any party except for
      liability arising out of its own gross negligence or willful
      misconduct;

     

    (b)  Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Prop-erty unless and until it shall have received instructions from
      the
      Company given as provided here-in to do so and the Company shall have advanced
      or guaranteed to it funds sufficient to pay any expenses incident
      thereto;

     

    (c)  Change
      the investment of any Property, other than in compliance with
      paragraph 1(c);

     

    (d)  Refund
      any depreciation in principal of any Property;

     

    (e)  Assume
      that the authority of any person designated by the Company to give instructions
      here-under shall not be continuing unless provided otherwise in such
      designa-tion, or unless the Company shall have delivered a written revocation
      of
      such authority to the Trustee;

     

    (f)  The
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffer-ed by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee may rely con-clusively and shall be protected in acting upon any
      order, notice, demand, certificate, opinion or advice of counsel (including
      counsel chosen by the Trustee), statement, instru-ment, report or other paper
      or
      document (not only as to its due execution and the validity and effectiveness
      of
      its provisions, but also as to the truth and acceptability of any information
      therein con-tained) which is believed by the Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescis-sion of this Agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or par-ties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;

     

    (g)  Verify
      the correctness of the information set forth in the Registra-tion Statement
      or
      to confirm or assure that any acquisition made by the Company or any other
      action taken by it is as contemplated by the Registration Statement;
      and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (h)  File
      information returns with the United States Internal Revenue Service and payee
      statements with the Company, documenting the taxes payable by the Company,
      if
      any, relating to interest earned on the Property.

     

    5.  Termination.
      This
      Agreement shall terminate as follows:

     

    (a)  If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee. At such time that the Company notifies the Trustee that a successor
      trustee has been appointed by the Company and has agreed to become subject
      to
      the terms of this Agreement, the Trustee shall transfer the management of the
      Trust Account to the successor trustee, including but not limited to the
      transfer of copies of the reports and statements relating to the Trust Account,
      whereupon this Agreement shall terminate; provided, however, that, in the event
      that the Company does not locate a successor trustee within ninety days of
      receipt of the resignation notice from the Trustee, the Trustee may submit
      an
      application to have the Property deposited with any court in the State of New
      York or with the United States District Court for the Southern District of
      New
      York and upon such deposit, the Trustee shall be immune from any liability
      whatsoever; or 

     

    (b)  At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of paragraph 1(i) hereof, and distributed the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate except with respect to Paragraph 3(b).

     

    6.  Waiver.

     

    Notwithstanding
      anything herein to the contrary, the Trustee hereby waives any and all right,
      title, interest or claim of any kind (“Claim”) in or to any distribution of the
      Trust Account, and hereby agrees not to seek recourse, reimbursement, payment
      or
      satisfaction for any Claim against the Trust Account for any reason whatsoever.
      In the event that the Trustee has a claim against the Company under this
      Agreement, including, without limitation, under Section 4(b), the Trustee will
      pursue such claim solely against the Company and not against the Property held
      in the Trust Account. 

     

    7.  Miscellaneous.

     

    (a)  The
      Company and the Trustee each acknowledge that the Trustee will follow the
      procedures set forth below with respect to funds transferred from the Trust
      Account. Upon receipt of written instructions, the Trustee will confirm such
      instructions with an Authorized Individual at an Authorized Telephone Number
      listed on the attached Exhibit E. In executing funds transfers, the Trustee
      will
      rely upon account numbers or other identifying numbers of a beneficiary,
      beneficiary’s bank or intermediary bank, rather than names. The Trustee shall
      not be liable for any loss, liability or expense resulting from any error in
      an
      account number or other identifying number, provided it has accurately
      transmitted the numbers provided.

     

    (b)  This
      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. It may be executed in several original or facsimile
      counterparts, each one of which shall constitute an original, and together
      shall
      constitute but one instrument.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. Except for Section 1(i) (which may
      not be amended under any circumstances), this Agreement or any provision hereof
      may only be changed, amended or modified by a writing signed by each of the
      parties hereto; provided, however, that no such change, amendment or
      modification may be made without the prior written consent of Lazard. As to
      any
      claim, cross-claim or counterclaim in any way relating to this Agreement, each
      party waives the right to trial by jury.

     

    (d)  The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the City of New York, Borough of Manhattan, for purposes of
      resolving any disputes hereunder.

     

    (e)  Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

     

    if
      to the
      Trustee, to:

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place, 

    New
      York,
      New York 10004

    Attn: Chairman

    Fax
      No.:
      ________________

    


    if
      to the
      Company, to:

     

    Polaris
      Acquisition Corp.

    2200
      Fletcher Avenue, 4th
      Floor

    Fort
      Lee,
      New Jersey 07024

    Attn: Marc
      V.
      Byron

    Fax
      No.:


    


    in
      either
      case with a copy to:

    


    Lazard
      Capital Markets LLC

    30
      Rockefeller Plaza

    New
      York,
      NY 10020 

    Attn:  

    Fax
      No.:
      (____) _______

    


    (f)  This
      Agreement may not be assigned by the Trustee without the prior consent of the
      Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g)  Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance.

     

    (h)  The
      Trustee hereby consents to the inclusion of Continental Stock Transfer &
Trust Company in the Registration Statement and other materials relating to
      the
      IPO.

     

    (i)  Each
      of
      the Company and the Trustee hereby acknowledge that Lazard is a third party
      beneficiary of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    


    CONTINENTAL STOCK
      TRANSFER & TRUST COMPANY, as Trustee

    


    


    By:
      ____________________________

    Name:
      

    Title:
      

    


    


    


    POLARIS
      ACQUISITION CORP.

    


    


    By:
      ____________________________

    Name:
      

    Title:
      

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    [Letterhead
      of Company]

    


    [Insert
      date]

    


    Continental Stock
      Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Chairman

    


    Re: Trust
      Account
      No.              
Termination Letter

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between Polaris
      Acquisition Corp. (“Company”) and ____________ Stock Transfer & Trust
      Company (“Trustee”), dated as of __________, 2008 (“Trust Agreement”), this is
      to advise you that the Company has entered into an agreement (“Business
      Agreement”) with __________________ (“Target Business”) to consummate a business
      combination with Target Business (“Business Combination”) on or about
[insert
      date].
      The
      Company shall notify you at least 48 hours in advance of the actual date of
      the
      consummation of the Business Combination (“Consummation Date”). Capitalized
      terms used but not otherwise defined herein shall have the meaning ascribed
      to
      such terms in the Trust Agreement.

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of funds held in the Trust Account will be immediately
      available for transfer to the account or accounts that the Company shall direct
      on the Consummation Date.

     

    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that the Business Combination has been consummated, (ii) the
      Company shall deliver to you [an affidavit] [a certificate] of
      __________________, which verifies the vote of the Company’s stockholders in
      connection with the Business Combination, and (iii) the Company and Lazard
      shall
      deliver to you written instructions with respect to the transfer of the funds
      held in the Trust Account including the Deferred Account (“Instruction Letter”).
      You are hereby directed and authorized to transfer the funds held in the Trust
      Account immediately upon your receipt of the counsel's letter and the
      Instruction Letter, in accordance with the terms of the Instruction Letter.
      In
      the event that certain deposits held in the Trust Account may not be liquidated
      by the Consummation Date without penalty, you will notify the Company and the
      Representative of the same and the Company and the Representative shall jointly
      direct you as to whether such funds should remain in the Trust Account and
      distributed after the Consummation Date to the Company or, with respect to
      the
      Deferred Discount, to the Underwriters. Upon the distribution of all the funds
      in the Trust Account pursuant to the terms hereof, the Trust Agreement shall
      be
      terminated.

     

    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then, upon the written
      notice of the Company, the funds held in the Trust Account shall be reinvested
      as provided in the Trust Agreement on the business day immediately following
      the
      Consummation Date as set forth in the notice.

     

    Very
      truly yours,

     

    POLARIS
      ACQUISITION CORP.

    


    


    By:________________________________

    Marc
      V.
      Byron, Chairman of the Board

    


    


    By:________________________________

    Lowell
      D.
      Kraff, Secretary

    


    


    cc:
      Lazard Capital Markets LLC


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    


    [Letterhead
      of Company]

    


    [Insert
      date]

    


    


    
      Continental Stock
        Transfer & Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:
        Chairman

    

    


    Re: Trust
      Account
      No.            
Termination Letter

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between Polaris
      Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company
      (“Trustee”), dated as of ___________, 2008 (“Trust Agreement”), this
      is
      to advise you that the Company has been unable to effect a Business Combination
      with a Target Company within the time frame specified in the Company’s
      Certificate of Incorporation, as described in the Company’s prospectus relating
      to its IPO.

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you,
      to
      commence liquidation of the Trust Account as promptly as practicable to
      stockholders of record as of the Last Date (as defined in the Trust Agreement).
      You will notify the Company in writing as to when all of the funds in the Trust
      Account will be available for immediate transfer (“Transfer Date”) in accordance
      with the terms of the Trust Agreement and the Certificate of Incorporation
      of
      the Company. You shall commence distribution of such funds in accordance with
      the terms of the Trust Agreement and the Certificate of Incorporation of the
      Company and you shall oversee the distribution of the funds. Upon the
      distribution of all the funds in the Trust Account, your obligations under the
      Trust Agreement shall be terminated.

     

    Very
      truly yours,

    


    POLARIS
      ACQUISITION CORP.

    


    


    By:________________________________

    Marc
      V.
      Byron, Chairman of the Board

    


    


    By:________________________________

    Lowell
      D.
      Kraff, Secretary

    


    cc:
      Lazard Capital Markets LLC 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    


    [Letterhead
      of Company]

    


    [Insert
      date]

    


     
      
      Continental Stock
        Transfer & Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:
        Chairman

    

    


    Re: Trust
      Account No. 

    


    Gentlemen:

    


    Pursuant
      to paragraph 2(a) of the Investment Management Trust Agreement between Polaris
      Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust
      Company (“Trustee”), dated as of ___________, 2008 (“Trust Agreement”),
the
      Company hereby requests that you deliver to the Company $_______ of the income
      earned on the Property as of the date hereof. The Company needs such funds
      to
      pay for the tax obligations as set forth on the attached tax return or tax
      statement. In accordance with the terms of the Trust Agreement, you are hereby
      directed and authorized to transfer (via wire transfer) such funds promptly
      upon
      your receipt of this letter to the Company’s operating account at:

     

    


    [WIRE
      INSTRUCTION INFORMATION]

    


    Very
      truly yours,

    


    POLARIS
      ACQUISITION CORP.

    


    


    By:________________________________

    Marc
      V.
      Byron, Chairman of the Board

    


    


    By:________________________________

    Lowell
      D.
      Kraff, Secretary

    


    cc:
      Lazard Capital Markets LLC


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


    


    [Letterhead
      of Company]

    


    [Insert
      date]

    


    
      Continental Stock
        Transfer & Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:
        Chairman

    

    


    


    Re: Trust
      Account No. Termination Letter

    


    Gentlemen:

    


    Pursuant
      to paragraph 2(b) of the Investment Management Trust Agreement between Polaris
      Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust
      Company (“Trustee”), dated as of ___________, 2008 (“Trust Agreement”),
the
      Company hereby requests that you deliver to the Company $_______ of the income
      earned on the Property as of the date hereof. The Company needs such funds
      to
      cover its expenses relating to investigating and selecting a target business
      and
      other working capital requirements. In accordance with the terms of the Trust
      Agreement, you are hereby directed and authorized to transfer (via wire
      transfer) such funds promptly upon your receipt of this letter to the Company’s
      operating account at:

    


    [WIRE
      INSTRUCTION INFORMATION]

    


    Very
      truly yours,

    


    POLARIS
      ACQUISITION CORP.

    


    


    By:________________________________

    Marc
      V.
      Byron, Chairman of the Board

    


    


    By:________________________________

    Lowell
      D.
      Kraff, Secretary

    


    cc:
      Lazard Capital Markets LLC


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    


    


    


    


    AUTHORIZED
      INDIVIDUAL(S)    AUTHORIZED

    FOR
      TELEPHONE CALL BACK     TELEPHONE
      NUMBER(S)

    


    


    Company:

    


    Polaris
      Acquisition Corp.     (201)
      242-3500

    2200
      Fletcher Avenue, 4th
      Floor

    Fort
      Lee,
      New Jersey 07024

    Attn:
       Marc
      V.
      Bryon

    


    Trustee:

    


     
      
      Continental Stock
        Transfer & Trust Company     (212)
        845-3201

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:
        Chairman