EXHIBIT 10.81

                                     Form of
                                 PROMISSORY NOTE

                                                               January 24, 1997
$                                                         Woburn, Massachusetts

         FOR  VALUE  RECEIVED,  (the  "Maker"),  promises  to pay to  PolyMedica
Industries,  Inc. ("PolyMedica"),  or order, at its principal offices or at such
other place as the holder of this Note may designate, the principal sum of $
               , without  interest,  on the earlier of January 31, 2002,  or the
date of  termination  of Maker's  employment  by  PolyMedica or any affiliate or
successor  entity.  Principal  shall be paid solely in shares of Common Stock of
PolyMedica  equal in number to the lesser of (I)  shares or (ii) such  number of
shares  as,  at the  time of  payment,  have a fair  market  value  equal to the
principal amount hereof, provided,  nevertheless,  that if the fair market value
of such payment is less than the principal amount hereof, the difference,  up to
but not to exceed 20% of the  principal  amount  hereof,  shall be paid in cash.
Appropriate adjustment shall be made to reflect any stock dividend,  stock split
or the like. If prior to the date of such payment a majority of the  outstanding
shares of Common Stock of PolyMedica  have been acquired by any entity,  payment
of this Note  shall be made in the  consideration  received  for the  PolyMedica
shares sold or exchanged in such acquisition.

         This Note shall become  immediately  due and payable  without notice or
demand upon the occurrence at any time of any of the following events of default
(individually, "an Event of Default" and collectively, "Events of Default"):

         (1)      the insolvency of the Maker,  or the appointment of a receiver
                  or custodian for the Maker or any part of the Maker's property
                  if such  appointment  is not  terminated  or dismissed  within
                  thirty (30) days; or

         (2)      the institution by or against the Maker or any indorser or 
                  guarantor of this Note of any proceedings under the United 
                  States Bankruptcy Code or any other federal or state 
                  bankruptcy, reorganization, receivership, insolvency or other
                  similar law affecting the rights of creditors generally or the
                  making by the Maker or any indorser or guarantor of this Note
                  of a composition or an assignment or trust mortgage for the 
                  benefit of creditors.



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         Upon the occurrence of an Event of Default, the holder shall have then,
or at any time  thereafter,  all of the  rights  and  remedies  afforded  by the
Uniform  Commercial  Code as from time to time in effect in the  Commonwealth of
Massachusetts or afforded by other applicable law.

         Every amount overdue under this Note shall bear interest from and after
the date on which such amount  first  became  overdue at an annual rate which is
two (2)  percentage  points above the prime rate per year of the Bank of Boston.
Such  interest  on overdue  amounts  under this Note shall be payable in cash on
demand and shall accrue and be compounded  monthly  until the  obligation of the
Maker with respect to the payment of such interest has been discharged  (whether
before or after judgment).

         The Maker  agrees to pay on demand all costs of  collection,  including
reasonable  attorneys' fees, incurred by the holder in enforcing the obligations
of the Maker under this Note.

         No delay or omission on the part of the holder in exercising  any right
under this Note shall operate as a waiver of such right or of any other right of
such  holder,  nor shall any delay,  omission  or waiver on any one  occasion be
deemed a bar to or waiver of the same or any other right on any future occasion.
The Maker and every  indorser or guarantor of this Note  regardless of the time,
order or place of signing  waives  presentment,  demand,  protest and notices of
every kind and assents to any extension or  postponement  of the time of payment
or any other indulgence, to any substitution, exchange or release of collateral,
and to the  addition  or  release  of any  other  party or person  primarily  or
secondarily liable.

         This Note may be prepaid in whole at any time.

         None of the terms or provisions of this Note may be excluded,  modified
or amended except by a written  instrument duly executed on behalf of the holder
expressly  referring to this Note and setting  forth the  provision so excluded,
modified or amended.

         All rights and obligations hereunder shall be governed by the laws of 
the Commonwealth of Massachusetts,  and this Note is executed as an instrument 
under seal.
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