  The Hokupa'a-85 curvature adaptive optics system components have been adapted
to create a new AO-corrected coud\'{e} instrument at the 3.67m Advanced
Electro-Optical System (AEOS) telescope. This new AO-corrected optical path is
designed to deliver an f/40 diffraction-limited focus at wavelengths longer
than 800nm. A new EMCCD-based dual-beam imaging polarimeter called InnoPOL has
been designed and is presently being installed behind this corrected f/40 beam.
The InnoPOL system is a flexible platform for optimizing polarimetric
performance using commercial solutions and for testing modulation strategies.
The system is designed as a technology test and demonstration platform as the
coud\'{e} path is built using off-the-shelf components wherever possible.
Models of the polarimetric performance after AO correction show that
polarization modulation at rates as slow as 200Hz can cause speckle
correlations in brightness and focal plane location sufficient enough to change
the speckle suppression behavior of the modulators. These models are also
verified by initial EMCCD scoring camera data at AEOS. Substantial instrument
trades and development efforts are explored between instrument performance
parameters and various polarimetric noise sources.
