November
      27, 2007

    


    


    


    


    Polaris
      Acquisition Corp.

    2200
      Fletcher Avenue, 4th
      Floor

    Fort
      Lee,
      New Jersey 07024

    


    Lazard
      Capital Markets LLC

    30
      Rockefeller Plaza

    New
      York,
      NY 10020 

     

    
      	 	 	
              Re:

            	
              Initial
                Public Offering

            


    

    


    Gentlemen:

    


    The
      undersigned officer, director and stockholder of Polaris Acquisition Corp.
      (“Company”), in consideration of Lazard Capital Markets LLC (“Lazard”) 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 16 hereof):

     

    1.  If
      the
      Company solicits approval of its stockholders of a Business Combination, the
      undersigned will vote all Insider Shares beneficially owned by him in accordance
      with the majority of the votes cast by the holders of the IPO Shares and will
      vote all shares of the Company’s Common Stock acquired by him in the IPO or
      aftermarket in favor of any Business Combination negotiated by the officers
      of
      the Company. 

     

    2.  In
      the
      event that the Company fails to consummate a Business Combination within 24
      months from the effective date (“Effective Date”) of the registration statement
      relating to the IPO, the undersigned will (i) cause the Trust Fund (as defined
      in the Letter of Intent) to be liquidated and distributed to the holders of
      IPO
      Shares and (ii) take all reasonable actions within his power to cause the
      Company to liquidate as soon as reasonably practicable. The undersigned hereby
      waives any and all right, title, interest or claim of any kind in or to any
      distribution of the Trust Fund and any remaining net assets of the Company
      as a
      result of such liquidation with respect to his Insider Shares (“Claim”) and
      hereby waives any Claim the undersigned 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.  In
      order
      to minimize potential conflicts of inter-est which may arise from multiple
      affiliations, the undersigned agrees to present to the Company for its
      consideration, prior to presentation to any other person or entity, any suitable
      opportunity to acquire an operating business, until the earlier of the
      consummation by the Company of a Business Combination, the liquidation of the
      Company or until such time as the undersigned ceases to be an officer or
      director of the Company, subject to any pre-existing fiduciary and contractual
      obligations the undersigned might have.

     

    4.  The
      undersigned 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 Lazard that the business combination is fair to the
      Company’s stockholders from a financial perspective.

     

    5.  Neither
      the undersigned, any member of the family of the undersigned, nor any affiliate
      (“Affiliate”) of the undersigned will be entitled to receive and will not accept
      any compensation for services rendered to the Company prior to or in connection
      with the consummation of the Business Combination; provided that commencing
      on
      the Effective Date, Trivergance, LLC (“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 undersigned 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.

     

    6.  Neither
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      of the undersigned 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. 

     

    7.  The
      undersigned will escrow all of the Insider Shares beneficially acquired prior
      to
      the IPO, subject to the terms of a Stock Escrow Agreement which the Company
      will
      enter into with the undersigned and an escrow agent acceptable to the
      Company.

     

    8.  The
      undersigned will escrow all of Insider Warrants beneficially acquired privately
      from the Company simultaneously with the consummation of the IPO, subject to
      the
      terms of a Warrant Escrow Agreement which the Company will enter into with
      the
      undersigned and an escrow agent acceptable to the Company.

     

    9.  The
      undersigned agrees to be a vice president of
      the
      Company until the earlier of the consummation by the Company of a Business
      Combination or the liquidation of the Company. The undersigned acknowledges
      that
      the foregoing does not interfere with or limit in any way the right of the
      Company to terminate the undersigned's employment at any time (subject to other
      contractual rights the undersigned may have) nor confer upon the undersigned
      any
      right to continue in the employ of Company. The undersigned’s biographical
      information furnished to the Company and Lazard and attached hereto as Exhibit
      A
      is true and accurate in all respects, does not omit any material information
      with respect to the undersigned’s background and contains all of the information
      required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated
      under the Securities Act of 1933. The undersigned’s Questionnaire furnished to
      the Company and Lazard and annexed as Exhibit B hereto is true and accurate
      in all respects. The undersigned represents and warrants that:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a)  he
      is not
      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)  he
      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 he is not
      currently a defendant in any such criminal proceeding; and

     

    (c)  he
      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.

     

    10.  The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement and to serve as a vice
      president of
      the
      Company.

     

    11.  The
      undersigned hereby waives his right to exercise conversion rights with respect
      to any shares of the Company’s common stock owned or to be owned by the
      undersigned, directly or indirectly, and agrees that he will not seek conversion
      with respect to such shares in connection with any vote to approve a Business
      Combination.

     

    12.  The
      undersigned hereby agrees to not propose, or vote in favor of, an amendment
      to
      the Company’s Certificate of Incorporation to extend the period of time in which
      the Company must consummate a Business Combination prior to its liquidation.
      Should such a proposal be put before stockholders other than through actions
      by
      the undersigned, the undersigned hereby agrees to vote against such proposal.
      This paragraph may not be modified or amended under any
      circumstances.

     

    13.  [Intentionally
      Omitted]

     

    14.  The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to Lazard and its legal representatives or agents
      (including any investigative search firm retained by Lazard) any information
      they may have about the undersigned’s background and finances (“Information”).
      Neither Lazard nor its agents shall be violating the undersigned’s right of
      privacy in any manner in requesting and obtaining the Information and the
      undersigned hereby releases them from liability for any damage whatsoever in
      that connection.
      The
      undersigned 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, and (ii)
      waives any objection to such exclusive jurisdiction and that such courts
      represent an inconvenient forum. If for any reason such agent is unable to
      act
      as such, the undersigned will promptly notify the Company and Lazard and appoint
      a substitute agent acceptable to Lazard 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    15.  This
      letter agreement shall be governed by and construed and enforced in accor-dance
      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.

     

    16.  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 acquired by the
      Insiders prior to the IPO; (iv) “Insider Warrants” shall mean the warrants being
      purchased by the Insiders in a private placement transaction simultaneously
      with
      the consummation of the IPO; and (v) “IPO Shares” shall mean the shares of
      Common Stock issued in the Company’s IPO.

     

    


    David
      Palmer

    


    


    


    /s/
      David Palmer

    Signature