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. In the event
        of
        the liquidation of the Trust Fund, the undersigned agrees to indemnify and
        hold
        harmless the Company against any and all loss, liability, claims, damage
        and
        expense whatsoever (including, but not limited to, any and all legal or other
        expenses reasonably incurred in investigating, preparing or defending against
        any litigation, whether pending or threatened, or any claim whatsoever) which
        the Company may become subject as a result of any claim by any vendor or
        other
        person who is owed money by the Company for services rendered or products
        sold
        or contracted for, or by any target business, but only to the extent necessary
        to ensure that such loss, liability, claim, damage or expense does not reduce
        the amount in the Trust Fund.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      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 the 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 chairman of the board and chief executive officer
        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 chairman
        of the
        board and the chief executive officer 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.  In
        the
        event that the Company does not consummate a Business Combination and must
        liquidate and its remaining net assets are insufficient to complete such
        liquidation, the undersigned agrees to advance such funds necessary to complete
        such liquidation and agrees not to seek repayment for such
        expenses.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      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 Insider 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.

       

       

      Marc
        V.
        Byron

      


      


      


      /s/
        Marc V. Byron

      Signature