Amendment To Stock Escrow Agreement

Exhibit 10.3

AMENDMENT TO STOCK ESCROW AGREEMENT

AMENDMENT (this " Amendment" ) to the Stock Escrow Agreement, dated as of January 11, 2008 (the " Original Agreement" ), dated as of March 31, 2009, by and among POLARIS ACQUISITION CORPORATION, a Delaware corporation (" Company" ), BYRON BUSINESS VENTURES XX, LLC, PRAESUMO PARTNERS, LLC, MOORE HOLDINGS, LLC, VINCO VINCERE VICI VICTUM LLC, DAVID PALMER, MERITAGE FARMS LLC, CLOOBECK COMPANIES, LLC, GRANITE CREEK PARTNERS, L.L.C., ROXBURY CAPITAL GROUP LLC INCENTIVE SAVINGS PLAN, HARTZ CAPITAL INVESTMENTS, LLC and ODESSA, LLC (collectively " Initial Stockholders" ), CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (" Escrow Agent" ), and LAZARD CAPITAL MARKETS LLC (" LCM" ).

WHEREAS, pursuant to the (i) Second Amended and Restated Agreement and Plan of Merger by and between the Company and HUGHES Telematics, Inc., dated as of March 12, 2009 (the " Merger Agreement" ) and (ii) the Escrow Agreement by and among the Company, Communications Investors LLC, and the Escrow Agent, dated as of the date hereof (the " Escrow Agreement" ), it is contemplated that the Initial Stockholders shall deposit an aggregate of 1.25 million Escrow Shares into a separate escrow account established under the Escrow Agreement (the " Escrow Sponsor Earnout Account" ) to be released upon the satisfaction of certain earn-out targets set forth in the Merger Agreement;

WHEREAS, pursuant to Sections 6.2 and 6.3 of the Original Agreement, the Company, the Initial Stockholders, the Escrow Agen ...