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                                                                   EXHIBIT 10.62

                       AMENDMENT NO. 1 TO RIGHTS AGREEMENT

           This Amendment No. 1 dated December 9, 1999 hereby amends the Rights
Agreement dated as of January 23, 1992 (the "Agreement"), between PolyMedica
Corporation (then PolyMedica Industries, Inc.), a Massachusetts corporation (the
"Company"), and BankBoston, N.A. (then The First National Bank of Boston), a
national banking association, as Rights Agent (the "Rights Agent").


                              W I T N E S S E T H:

         WHEREAS, no Person has become an Acquiring Person as such terms are
defined in the Agreement; and


         WHEREAS, the Company has directed the Rights Agent to enter into this
Amendment No. 1 pursuant to Section 27 of the Agreement;


         NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth herein, the parties hereby agree as follows:


1.       Section 1(a) of the Agreement is hereby deleted in its entirety and the
following substituted in lieu thereof:

                  (a) "Acquiring Person" shall mean any Person who or which,
                  together with all Affiliates and Associates of such Person,
                  shall be the Beneficial Owner of 15% or more of the shares of
                  Common Stock then outstanding, but shall not include (i) the
                  Company, (ii) any Subsidiary of the Company, (iii) any
                  employee benefit plan of the Company or of any Subsidiary of
                  the Company, or any Person or entity organized, appointed or
                  established by the Company for or pursuant to the terms of any
                  such plan, (iv) any such Person who becomes the beneficial
                  owner of 15% or more of the shares of Common Stock then
                  outstanding as a result of a reduction in the number of shares
                  of Common Stock outstanding due to the repurchase of shares of
                  Common Stock by the Company unless and until such Person,
                  after becoming aware that such Person has become the
                  Beneficial Owner of 15% or more of the then outstanding shares
                  of Common Stock, acquires beneficial ownership of additional
                  shares of Common Stock representing 1% or more of the shares
                  of Common Stock then outstanding or (v) an Exempted Person.
                  Notwithstanding the foregoing, if the Board of Directors of
                  the Company determines in good faith that a Person who would
                  otherwise be an "Acquiring Person," as defined pursuant to the
                  foregoing provisions of this paragraph (a), has become such
                  inadvertently, and such Person divests as promptly as
                  practicable a sufficient number of shares of Common

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                  Stock so that such Person would no longer be the Beneficial
                  Owner of 10% or more of the shares of Common Stock then
                  outstanding, then such Person shall not be deemed to be an
                  "Acquiring Person" for any purposes of this Agreement unless
                  and until such Person shall again become an "Acquiring
                  Person."

2.       Section 1 of the Agreement is hereby further amended by adding new
paragraph (m-1), immediately after paragraph (m), as follows:

                  (m-1)    "Exempted Person" shall mean SAFECO Common Stock
                           Trust, SAFECO Resource Series Trust, SAFECO Asset
                           Management Company and SAFECO Corporation
                           (collectively, "SAFECO"), unless and until such time
                           as SAFECO, together with its Affiliates, directly or
                           indirectly, becomes the Beneficial Owner of 20% or
                           more of the Common Stock then outstanding, in which
                           event SAFECO immediately shall cease to be an
                           Exempted Person.

3.       Section 11(a)(ii))B) of the Agreement is hereby deleted and the
following substituted in lieu thereof:

                  (B)      any Person (other than the Company, any Subsidiary of
                           the company, any employee benefit plan of the Company
                           or of any Subsidiary of the Company, or any Person or
                           entity organized, appointed or established by the
                           Company for or pursuant to the terms of any such
                           plan), alone or together with its Affiliates and
                           Associates, shall, at any time after the Rights
                           Dividend Declaration Date, become the Beneficial
                           Owner of 15% or more (or, in the case of an Exempted
                           Person, 20% or more) of the shares of Common Stock
                           then outstanding, unless the event causing the 15%
                           threshold (or in the case of an Exempted Person, the
                           20% threshold) to be crossed is a transaction set
                           forth in Section 13(a) hereof, or is an acquisition
                           of shares of Common Stock pursuant to a tender offer
                           or an exchange offer for all outstanding shares of
                           Common Stock at a price and on terms determined by at
                           least a majority of the members of the Board of
                           Directors who are not officers of the Company and who
                           are not representatives, nominees, Affiliates or
                           Associates of an Acquiring Person, after receiving
                           advice from a nationally recognized investment
                           banking firm selected by the Board of Directors of
                           the Company, to be (a) at a price that is fair to
                           stockholders (taking into account all factors which
                           such members of the Board deem relevant including,
                           without limitation, prices which could reasonably be
                           achieved if the Company or its assets were sold on an
                           orderly basis designed to realize maximum value) and
                           (b) otherwise in the best interests of the Company
                           and its stockholders, or

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           IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to
be duly executed and their respective corporate seals to be hereunto affixed and
attested as of the day and year first written above.

                             POLYMEDICA CORPORATION

Attest:

/s/ Eric G. Walters                        /s/ Steven J. Lee
_____________________________          By:______________________________________
Name:  Eric G. Walters                 Name:  Steven J. Lee
Title: Chief Financial Officer         Title: Chairman of the Board
                                              and Chief Executive Officer
Seal

                                       BANKBOSTON, N.A.
Attest:

/s/ Patricia A. DeLuca                     /s/ Joshua P. McGinn
______________________________         By:______________________________________
Name:  Patricia A. DeLuca                 Name:  Joshua P. McGinn
Title: Account Manager                    Title: Senior Account Manager

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