Exhibit 10.4

                                              Bank of America, N.A.
                                              c/o Bank of America Securities LLC
                                              Equity Financial Products
                                              9 West 57th Street, 40th Floor
                                              New York, NY 10019
                                              Telephone: (212) 583-8373

DATE:                September 13, 2006

TO:                  PolyMedica Corporation
ATTENTION:           Keith Jones, Chief Financial Officer
TELEPHONE:           (781) 486-8111
FACSIMILE:           (781) 295-0182

FROM:                Bank of America, N.A.
TELEPHONE:           (212) 583-8373
FACSIMILE:           (212) 230-8610

SUBJECT:             Equity Derivatives Confirmation

REFERENCE NUMBER(S): 24058

The purpose of this facsimile agreement (this "CONFIRMATION") is to confirm the
terms and conditions of the transaction entered into between BANK OF AMERICA,
N.A. ("BOFA") and PolyMedica Corporation ("COUNTERPARTY") on the Trade Date
specified below (the "TRANSACTION"). This Confirmation constitutes a
"Confirmation" as referred to in the ISDA Master Agreement specified below. This
Confirmation constitutes the entire agreement and understanding of the parties
with respect to the subject matter and terms of the Transaction and supersedes
all prior or contemporaneous written and oral communications with respect
thereto.

The definitions contained in the 2002 ISDA Equity Derivatives Definitions (the
"EQUITY DEFINITIONS"), as published by the International Swaps and Derivatives
Association, Inc., are incorporated into this Confirmation. In the event of any
inconsistency between the Equity Definitions and the terms of this Confirmation,
the terms of this Confirmation shall govern. For the purposes of the Equity
Definitions, each reference herein to a Note Hedging Unit shall be deemed to be
a reference to a Call or an Option, as context requires.

This Confirmation evidences a complete and binding agreement between BofA and
Counterparty as to the terms of the Transaction to which this Confirmation
relates. This Confirmation shall supplement, form a part of, and be subject to
an agreement (the "AGREEMENT") in the form of the 2002 ISDA Master Agreement
(the "ISDA FORM") as if BofA and Counterparty had executed an agreement in such
form (without any Schedule but with the elections set forth in this
Confirmation). For the avoidance of doubt, the Transaction shall be the only
transaction under the Agreement.

2.   The Transaction shall be considered a Share Option Transaction for purposes
     of the Equity Definitions, and shall have the following terms:

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GENERAL:

Trade Date:                      September 13, 2006.

Effective Date:                  The closing date for the initial issuance of
                                 the Convertible Notes.
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Transaction Style:               As described below under "Procedure for
                                 Exercise".

Transaction Type:                Note Hedging Units.

Seller:                          BofA.

Buyer:                           Counterparty.

Shares:                          The common stock, par value USD 0.01 per share,
                                 of Counterparty.

Convertible Notes:               1.00% Convertible Subordinated Notes of
                                 Counterparty due September 15, 2011, offered
                                 pursuant to an Offering Memorandum to be dated
                                 as of September 13, 2006 and issued pursuant to
                                 the indenture to be dated on or about September
                                 19, 2006, by and between Counterparty and
                                 LaSalle Bank National Association, as trustee
                                 (the "INDENTURE"). Certain defined terms used
                                 herein have the meanings assigned to them in
                                 Indenture. In the event of any inconsistency
                                 between the terms defined in the Indenture and
                                 this Confirmation, this Confirmation shall
                                 govern. For the avoidance of doubt, references
                                 herein to sections of the Indenture are based
                                 on the draft of the Indenture most recently
                                 reviewed by the parties at the time of
                                 execution of this Confirmation. If any relevant
                                 sections of the Indenture are changed, added or
                                 renumbered following execution of this
                                 Confirmation, the parties will amend this
                                 Confirmation in good faith to preserve the
                                 economic intent of the parties.

Number of Note Hedging Units:    180,000

Note Hedging Unit Entitlement:   1,000 divided by 47.9028. Notwithstanding
                                 anything to the contrary herein or in the
                                 Agreement (including without limitation the
                                 provisions of Calculation Agent Adjustment), in
                                 no event shall the Note Hedging Unit
                                 Entitlement at any time be greater than the
                                 Conversion Rate (as such term is defined in the
                                 Indenture) at such time.

Strike Price:                    USD1,000 divided by the Note Hedging Unit
                                 Entitlement.

Premium:                         USD 18,748,800.

Premium Payment Date:            The Effective Date.

Applicable Percentage:           40%

Exchange:                        The Nasdaq Global Select Market of the Nasdaq
                                 Stock Market, Inc.

Related Exchanges:               All Exchanges.

Calculation Agent:               BofA.

PROCEDURE FOR EXERCISE:
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Potential Exercise Dates:        Each Conversion Date.

Conversion Date:                 Each "Conversion Date" as defined in the
                                 Indenture.

Required Exercise on             On each Conversion Date, a number of Note
Conversion Dates:                Hedging Units equal to the number of
                                 Convertible Notes in denominations of USD1,000
                                 principal amount submitted for conversion in
                                 respect of such Conversion Date in accordance
                                 with the terms of the Indenture shall be
                                 exercised automatically, subject to "Notice of
                                 Exercise" below.

Expiration Date:                 September 15, 2011

Multiple Exercise:               Applicable, as provided under "Required
                                 Exercise on Conversion Dates".

Automatic Exercise:              As provided under "Required Exercise on
                                 Conversion Dates".

Notice of Exercise:              Notwithstanding anything to the contrary in the
                                 Equity Definitions, in order to exercise any
                                 Note Hedging Units, Counterparty must notify
                                 BofA in writing prior to 5:00 PM, New York City
                                 time, on the day that is two Scheduled Trading
                                 Days prior to the first day of the "Conversion
                                 Period", as defined in the Indenture, relating
                                 to the Convertible Notes converted on the
                                 Conversion Date relating to the relevant
                                 Exercise Date (the "NOTICE DEADLINE") of (i)
                                 the number of Note Hedging Units being
                                 exercised on such Exercise Date and (ii) the
                                 scheduled settlement date under the Indenture
                                 for the Convertible Notes converted on the
                                 Conversion Date corresponding to such Exercise
                                 Date.

SETTLEMENT TERMS:

Net Share Settlement:            In lieu of the obligations set forth in
                                 Sections 8.1 and 9.1 of the Equity Definitions,
                                 and subject to "Notice of Exercise" above, in
                                 respect of any Exercise Date occurring on a
                                 Conversion Date, BofA shall deliver to
                                 Counterparty, on the related Settlement Date,
                                 the Settlement Amount. For the avoidance of
                                 doubt, to the extent BofA is obligated to
                                 deliver Shares hereunder, the provisions of
                                 Sections 9.8, 9.9, 9.10, 9.11 and 9.12 of the
                                 Equity Definitions shall be applicable to any
                                 such delivery of Shares, except that all
                                 references in such provisions to
                                 "Physically-Settled" shall be read as
                                 references to "Net Share Settled"; and provided
                                 that the Representation and Agreement contained
                                 in Section 9.11 of the Equity Definitions shall
                                 be modified by excluding any representations
                                 therein relating to restrictions, obligations,
                                 limitations or requirements under applicable
                                 securities laws as a result of the fact that
                                 Counterparty is the issuer of the Shares.

Settlement Amount:               A number of Shares equal to the Applicable
                                 Percentage multiplied by the aggregate number
                                 of Shares that Counterparty is obligated to
                                 deliver to the holder(s) of the Convertible
                                 Notes converted on such Conversion Date
                                 pursuant to Section 5.05(a) of the Indenture
                                 (the "CONVERTIBLE
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                                 OBLIGATION"); provided that such obligation
                                 shall be determined (i) excluding any Shares
                                 that Counterparty is obligated to deliver to
                                 holder(s) of the Convertible Notes as a result
                                 of any adjustments to the Conversion Rate for
                                 the issuance of additional shares as set forth
                                 in Section 4.02 of the Indenture or any
                                 voluntary adjustment pursuant to Sections 5.08
                                 or 5.09 of the Indenture and (ii) assuming
                                 that, upon the occurrence of a "Public Acquirer
                                 Change in Control" (as defined in the
                                 Indenture), Counterparty does not make an
                                 election provided in Section 4.03 of the
                                 Indenture; provided further that if Volume
                                 Weighted Average Price (as defined in the
                                 Indenture) is not available at Bloomberg page
                                 PLMD (equity) AQR (or any successor thereto),
                                 the Calculation Agent shall determine Volume
                                 Weighted Average Price for purposes of
                                 calculating the Convertible Obligation in a
                                 commercially reasonable manner in consultation
                                 with the parties. For the avoidance of doubt,
                                 if the "Conversion Obligation", as defined in
                                 the Indenture, is less than or equal to
                                 USD1,000, BofA will have no delivery obligation
                                 hereunder.

Notice of Delivery Obligation:   No later than the Exchange Business Day
                                 immediately following the last day of the
                                 "Conversion Period", as defined in the
                                 Indenture, Counterparty shall give BofA notice
                                 of the final number of Shares comprising the
                                 Convertible Obligation (it being understood,
                                 for the avoidance of doubt, that the
                                 requirement of Counterparty to deliver such
                                 notice shall not limit Counterparty's
                                 obligations with respect to Notice of Exercise,
                                 as set forth above, in any way).

Settlement Date:                 In respect of an Exercise Date occurring on a
                                 Conversion Date, the settlement date for the
                                 Shares to be delivered under the Convertible
                                 Notes under the terms of the Indenture;
                                 provided that the Settlement Date will not be
                                 prior to the later of (i) the date one
                                 Settlement Cycle following the final day of the
                                 "Conversion Period", as defined in the
                                 Indenture, or (ii) the Exchange Business Day
                                 immediately following the date on which
                                 Counterparty gives notice to BofA of such
                                 Settlement Date prior to 5:00 PM, New York City
                                 time.

Settlement Currency:             USD.

Restricted Certificated          Notwithstanding anything to the contrary in the
Shares:                          Equity Definitions, BofA may, in whole or in
                                 part, deliver Shares in certificated form
                                 representing the Settlement Amount to
                                 Counterparty in lieu of delivery through the
                                 Clearance System.

SHARE ADJUSTMENTS:

Potential Adjustment Events:     Notwithstanding Section 11.2(e) of the Equity
                                 Definitions, a "Potential Adjustment Event"
                                 means any occurrence of any event or condition,
                                 as set forth in Section 5.06 of the Indenture
                                 that would result in an adjustment to the
                                 Conversion Rate of the Convertible Notes;
                                 provided that in no event shall there be any
                                 adjustment hereunder as a result of an
                                 adjustment to the Conversion Rate pursuant to
                                 Sections 5.08 or 5.09 or Section 4.02 of the
                                 Indenture.
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Method of Adjustment:            Calculation Agent Adjustment, which means that,
                                 notwithstanding Section 11.2(c) of the Equity
                                 Definitions (which shall not apply to the
                                 Transaction), upon any adjustment to the
                                 Conversion Rate of the Convertible Notes
                                 pursuant to the Indenture (other than Section
                                 5.08, Section 5.09 and Section 4.02 of the
                                 Indenture), the Calculation Agent shall make a
                                 corresponding adjustment to any one or more of
                                 the Strike Price, Number of Note Hedging Units,
                                 the Note Hedging Unit Entitlement and any other
                                 variable relevant to the exercise, settlement
                                 or payment for the Transaction, to the extent
                                 an analogous adjustment is made under the
                                 Indenture.

EXTRAORDINARY EVENTS:

Merger Events:                   Notwithstanding Section 12.1(b) of the Equity
                                 Definitions, a "Merger Event" means the
                                 occurrence of any event or condition set forth
                                 in Section 5.11 of the Indenture.

Consequences of Merger Events:   Notwithstanding Section 12.2 of the Equity
                                 Definitions, upon the occurrence of a Merger
                                 Event, the Calculation Agent shall make the
                                 corresponding adjustment in respect of any
                                 adjustment under the Indenture to any one or
                                 more of the nature of the Shares, the Strike
                                 Price, the Number of Note Hedging Units, the
                                 Note Hedging Unit Entitlement and any other
                                 variable relevant to the exercise, settlement
                                 or payment for the Transaction, to the extent
                                 an analogous adjustment is made under the
                                 Indenture; provided that such adjustment (i)
                                 shall be made without regard to any adjustment
                                 to the Conversion Rate for the issuance of
                                 additional shares as set forth in Section 4.02
                                 of the Indenture or any voluntary adjustment
                                 pursuant to Sections 5.08 or 5.09 of the
                                 Indenture and (ii) shall assume that, in the
                                 case of a "Public Acquirer Change in Control"
                                 (as defined in the Indenture), Counterparty
                                 does not make an election provided in Section
                                 4.03 of the Indenture.

Nationalization, Insolvency      Cancellation and Payment; provided that in
and Delisting:                   addition to the provisions of Section
                                 12.6(a)(iii) of the Equity Definitions, it
                                 shall also constitute a Delisting if the
                                 Exchange is located in the United States and
                                 the Shares are not immediately re-listed,
                                 re-traded or re-quoted on any of the New York
                                 Stock Exchange, the American Stock Exchange,
                                 the NASDAQ Global Select Market or the NASDAQ
                                 Global Market (or their respective successors);
                                 if the Shares are immediately re-listed,
                                 re-traded or re-quoted on any such exchange or
                                 quotation system, such exchange or quotation
                                 system shall be deemed to be the Exchange.

ADDITIONAL DISRUPTION EVENTS:

Change in Law:                   Applicable

Failure to Deliver:              Applicable

Insolvency Filing:               Applicable
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Determining Party:               BofA; provided that in the case of a Change in
                                 Law, BofA shall consult with Counterparty in
                                 determining the Cancellation Amount, and shall
                                 deliver, within five Exchange Business Days of
                                 a written request by Counterparty, a written
                                 explanation of any calculation made by it, and
                                 including, where applicable, the methodology
                                 and data applied.

ACKNOWLEDGEMENTS:

Non-Reliance:                    Applicable

Agreements and                   Applicable
Acknowledgements Regarding
Hedging Activities:

Additional Acknowledgements:     Applicable
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MUTUAL REPRESENTATIONS: Each of BofA and Counterparty represents and warrants
to, and agrees with, the other party that:

     (i)  TAX DISCLOSURE. Notwithstanding anything to the contrary herein, in
          the Equity Definitions or in the Agreement, and notwithstanding any
          express or implied claims of exclusivity or proprietary rights, the
          parties (and each of their employees, representatives or other agents)
          are authorized to disclose to any and all persons, beginning
          immediately upon commencement of their discussions and without
          limitation of any kind, the tax treatment and tax structure of the
          Transaction, and all materials of any kind (including opinions or
          other tax analyses) that are provided by either party to the other
          relating to such tax treatment and tax structure.

     (ii) COMMODITY EXCHANGE ACT. It is an "eligible contract participant"
          within the meaning of Section 1a(12) of the U.S. Commodity Exchange
          Act, as amended (the "CEA"). The Transaction has been subject to
          individual negotiation by the parties. The Transaction has not been
          executed or traded on a "trading facility" as defined in Section
          1a(33) of the CEA. It has entered into the Transaction with the
          expectation and intent that the Transaction shall be performed to its
          termination date.

     (iii) SECURITIES ACT. It is a "qualified institutional buyer" as defined in
          Rule 144A under the U.S. Securities Act of 1933, as amended (the
          "SECURITIES ACT"), or an "accredited investor" as defined under the
          Securities Act.

     (iv) INVESTMENT COMPANY ACT. It is a "qualified purchaser" as defined under
          the Investment Company Act of 1940, as amended.

     (v)  ERISA. The assets used in the Transaction (1) are not assets of any
          "plan" (as such term is defined in Section 4975 of the Internal
          Revenue Code (the "CODE")) subject to Section 4975 of the Code or any
          "employee benefit plan" (as such term is defined in Section 3(3) of
          the Employee Retirement Income Security Act of 1974, as amended
          ("ERISA")) subject to Title I of ERISA, and (2) do not constitute
          "plan assets" within the meaning of Department of Labor Regulation
          2510.3-101, 29 CFR Section 2510-3-101.

COUNTERPARTY REPRESENTATIONS: In addition to the representations and warranties
in the Agreement and those contained elsewhere herein, Counterparty represents,
warrants, acknowledges and covenants that:

     (i)  Counterparty is not as of the Trade Date, and shall not be after
          giving effect to the transactions


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          contemplated hereby, insolvent.

     (ii) Counterparty shall immediately provide written notice to BofA upon
          obtaining knowledge of the occurrence of any event that would
          constitute an Event of Default, a Potential Event of Default, a
          Potential Adjustment Event, a Merger Event or any other Extraordinary
          Event; provided, however, that should Counterparty be in possession of
          material non-public information regarding Counterparty, Counterparty
          shall not communicate such information to BofA.

     (iii) Counterparty has (and shall at all times during the Transaction have)
          the capacity and authority to invest directly in the Shares underlying
          the Transaction and has not entered into the Transaction with the
          intent to avoid any regulatory filings.

     (iv) Counterparty's investments in and liabilities in respect of the
          Transaction, which it understands are not readily marketable, are not
          disproportionate to its net worth, and Counterparty is able to bear
          any loss in connection with the Transaction, including the loss of its
          entire investment in the Transaction.

     (v)  Counterparty understands, agrees and acknowledges that BofA has no
          obligation or intention to register the Transaction under the
          Securities Act, any state securities law or other applicable federal
          securities law.

     (vi) Counterparty is not, and after giving effect to the transactions
          contemplated hereby will not be, an "investment company" as such term
          is defined in the Investment Company Act of 1940, as amended.

     (vii) Counterparty understands, agrees and acknowledges that no obligations
          of BofA to it hereunder shall be entitled to the benefit of deposit
          insurance and that such obligations shall not be guaranteed by any
          affiliate of BofA or any governmental agency.

     (viii) (A) Counterparty is acting for its own account, and it has made its
          own independent decisions to enter into the Transaction and as to
          whether the Transaction is appropriate or proper for it based upon its
          own judgment and upon advice from such advisers as it has deemed
          necessary, (B) Counterparty is not relying on any communication
          (written or oral) of BofA or any of its affiliates as investment
          advice or as a recommendation to enter into the Transaction (it being
          understood that information and explanations related to the terms and
          conditions of the Transaction shall not be considered investment
          advice or a recommendation to enter into the Transaction) and (C) no
          communication (written or oral) received from BofA or any of its
          affiliates shall be deemed to be an assurance or guarantee as to the
          expected results of the Transaction.

     (ix) Without limiting the generality of Section 13.1 of the Equity
          Definitions, Counterparty acknowledges that BofA is not making any
          representations or warranties with respect to the treatment of the
          Transaction under FASB Statements 133, as amended, or 150, EITF Issue
          No. 00-19 (or any successor issue statements) or under FASB's
          Liabilities & Equity Project.

     (x)  Counterparty is not entering into the Transaction for the purpose of
          (i) creating actual or apparent trading activity in the Shares (or any
          security convertible into or exchangeable for the Shares) or (ii)
          raising or depressing or otherwise manipulating the price of the
          Shares (or any security convertible into or exchangeable for the
          Shares), in either case in violation of Section 9 of the Securities
          Exchange Act of 1934, as amended (the "EXCHANGE ACT").


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     (xi) Counterparty's filings under the Securities Act, the Exchange Act, and
          other applicable securities laws that are required to be filed have
          been filed and, as of the respective dates thereof and as of the date
          of this representation, there is no misstatement of material fact
          contained therein or omission of a material fact required to be stated
          therein or necessary to make the statements made therein, in the light
          of the circumstances under which they were made, not misleading.

     (xii) Counterparty has not violated, and shall not directly or indirectly
          violate, any applicable law (including, without limitation, the
          Securities Act and the Exchange Act) in connection with the
          Transaction.

     (xiii) The Transaction, and any repurchase of the Shares by Counterparty in
          connection with the Transaction, is pursuant to a publicly announced
          Share repurchase program that has been approved by Counterparty's
          board of directors and any such repurchase has been, or shall when so
          required be, publicly disclosed in its periodic filings under the
          Exchange Act and its financial statements and notes thereto.

MISCELLANEOUS:

     NETTING AND SET-OFF. The parties hereto agree that the Transaction shall
     not be subject to netting or set off with any other transaction.

     QUALIFIED FINANCIAL CONTRACTS. It is the intention of the parties that, in
     respect of Counterparty, (a) the Transaction shall constitute a "qualified
     financial contract" within the meaning of 12 U.S.C. Section
     1821(e)(8)(D)(i) and (b) a Non-Defaulting Party's rights under Sections 5
     and 6 of the Agreement constitute rights of the kind referred to in 12
     U.S.C. Section 1821(e)(8)(A).

     STAGGERED SETTLEMENT. If, upon advice of counsel, BofA reasonably
     determines, with respect to applicable legal and regulatory requirements,
     including any requirements relating to BofA's hedging activities hereunder,
     or due to a lack of sufficient liquidity in the borrow market for the
     Shares, that it would not be practical or advisable to deliver, or to
     acquire to deliver, any or all of the Shares to be delivered by BofA on the
     Settlement Date, BofA may, by notice to Counterparty prior to any
     Settlement Date (a "NOMINAL SETTLEMENT DATE"), elect to deliver the Shares
     deliverable on such Nominal Settlement Date on two or more dates (each, a
     "STAGGERED SETTLEMENT DATE") or at two or more times on the Nominal
     Settlement Date as follows: (i) in such notice, BofA will specify to
     Counterparty the related Staggered Settlement Dates (each of which will be
     on or prior to such Nominal Settlement Date, but not prior to the beginning
     of the related "Conversion Period") or delivery times and how it will
     allocate the Shares it is required to deliver under "Net Share Settlement"
     (above) among the Staggered Settlement Dates or delivery times; and (ii)
     the aggregate number of Shares that BofA will deliver to Counterparty
     hereunder on all such Staggered Settlement Dates and delivery times will
     equal the number of Shares that BofA would otherwise be required to deliver
     on such Nominal Settlement Date.

     ADDITIONAL TERMINATION EVENTS. The occurrence of (i) an "Event of Default"
     with respect to Counterparty under the terms of the Convertible Notes as
     set forth in Section 9.01 of the Indenture which results in principal and
     interest related to the Convertible Notes being declared immediately due
     and payable pursuant to the terms of the Indenture, (ii) an Amendment Event
     or (iii) a Repayment Event shall be an Additional Termination Event with
     respect to which the Transaction is the sole Affected Transaction and
     Counterparty is the sole Affected Party and BofA shall be the party
     entitled to designate an Early Termination Date pursuant to Section 6(a) of
     the Agreement; provided that in the case of a Repayment Event the
     Transaction shall be subject to termination only in respect of the number
     of Convertible Notes that cease to be outstanding in connection with or as
     a result of such Repayment Event.

          "AMENDMENT EVENT" means that Counterparty amends, modifies,
          supplements or obtains a waiver with respect to (i) any term of the
          Indenture or the Convertible Notes governing the principal amount,
          maturity, repurchase obligation of Counterparty, redemption right of
          Counterparty, any term relating to conversion of the Convertible Notes
          (including changes to the conversion price, conversion settlement
          dates or conversion conditions), or (ii) any term of the Indenture if
          such amendment, modification, supplement or waiver would, in the
          reasonable judgment of BofA, have a material adverse effect on the
          economic value


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          to BofA of or obligations of BofA under this Transaction, in each case
          without the prior consent of BofA, such consent not to be unreasonably
          withheld.

          "REPAYMENT EVENT" means that (A) any Convertible Notes are repurchased
          (whether in connection with or as a result of a change of control,
          howsoever defined, or for any other reason) by Counterparty or any of
          its subsidiaries, (B) any Convertible Notes are delivered to
          Counterparty or any of its subsidiaries in exchange for delivery of
          any property or assets of Counterparty or any of its subsidiaries
          (howsoever described), (C) any principal of any of the Convertible
          Notes is repaid prior to the final maturity date of the Convertible
          Notes (whether following acceleration of the Convertible Notes or
          otherwise), or (D) any Convertible Notes are exchanged by or for the
          benefit of the holders thereof for any other securities of
          Counterparty or any of its affiliates (or any other property, or any
          combination thereof) pursuant to any exchange offer or similar
          transaction; provided that, in the case of clause (B) and clause (D),
          conversions of the Convertible Notes pursuant to the terms of the
          Indenture as in effect on the date hereof shall not be Repayment
          Events.

     DISPOSITION OF HEDGE SHARES. Counterparty hereby agrees that if, in the
     good faith reasonable judgment of BofA based on the advice of outside
     counsel, the Shares (the "HEDGE SHARES") acquired by BofA for the purpose
     of hedging its obligations pursuant to the Transaction cannot be sold in
     the public market by BofA without registration under the Securities Act,
     Counterparty shall, at its election choose from the following three
     choices: (i) in order to allow BofA to sell the Hedge Shares in a
     registered offering, make available to BofA an effective registration
     statement under the Securities Act to cover the resale of such Hedge Shares
     and (A) enter into an agreement, in form and substance satisfactory to
     BofA, substantially in the form of an underwriting agreement for a
     registered offering, (B) provide accountant's "comfort" letters in
     customary form for registered offerings of equity securities, (C) provide
     disclosure opinions of nationally recognized outside counsel to
     Counterparty reasonably acceptable to BofA, (D) provide other customary
     opinions, certificates and closing documents customary in form for
     registered offerings of equity securities and (E) afford BofA a reasonable
     opportunity to conduct a "due diligence" investigation with respect to
     Counterparty customary in scope for underwritten offerings of equity
     securities; provided, however, that if BofA, in its sole reasonable
     discretion, is not satisfied with access to due diligence materials, the
     results of its due diligence investigation, or the procedures and
     documentation for the registered offering referred to above, then clause
     (ii) or clause (iii) of this paragraph shall apply at the election of
     Counterparty; (ii) in order to allow BofA to sell the Hedge Shares in a
     private placement, enter into a private placement agreement substantially
     similar to private placement purchase agreements customary for private
     placements of equity securities, in form and substance satisfactory to
     BofA, including customary representations, covenants, blue sky and other
     governmental filings and/or registrations, indemnities to BofA, due
     diligence rights (for BofA or any designated buyer of the Hedge Shares from
     BofA), opinions and certificates and such other documentation as is
     customary for private placements agreements, all reasonably acceptable to
     BofA (in which case, the Calculation Agent shall make any adjustments to
     the terms of the Transaction that are necessary, in its reasonable
     judgment, to compensate BofA for any discount from the public market price
     of the Shares incurred on the sale of Hedge Shares in a private placement);
     or (iii) purchase the Hedge Shares from BofA at the VWAP Price on such
     Exchange Business Days, and in the amounts, requested by BofA. "VWAP PRICE"
     means, on any Exchange Business Day, the per Share volume-weighted average
     price as displayed under the heading "Bloomberg VWAP" on Bloomberg page
     PLMD (equity) AQR (or any successor thereto) in respect of the period from
     9:30 a.m. to 4:00 p.m. (New York City time) on such Exchange Business Day
     (or if such volume-weighted average price is unavailable, the market value
     of one Share on such Exchange Business Day, as determined by the
     Calculation Agent using a volume-weighted method). This paragraph shall
     survive the termination, expiration or early unwind of the Transaction.

     STATUS OF CLAIMS IN BANKRUPTCY. BofA acknowledges and agrees that this
     Confirmation is not intended to convey to BofA rights with respect to the
     Transaction that are senior to the claims of common stockholders in any
     U.S. bankruptcy proceedings of Counterparty; provided that nothing herein
     shall limit or shall be deemed to limit BofA's right to pursue remedies in
     the event of a breach by Counterparty of its obligations and agreements
     with respect to the Transaction; provided, further, that nothing herein
     shall limit or shall be deemed to limit BofA's rights in respect of any
     transactions other than the Transaction.

     NO COLLATERAL. Notwithstanding any provision of this Confirmation, the
     Agreement, Equity Definitions, or any


                                        9

<PAGE>

     other agreement between the parties to the contrary, the obligations of
     Counterparty under the Transaction are not secured by any collateral.

     SECURITIES CONTRACT; SWAP AGREEMENT. The parties hereto agree and
     acknowledge that BofA is a "financial institution," "swap participant" and
     "financial participant" within the meaning of Sections 101(22), 101(53C)
     and 101(22A) of Title 11 of the United States Code (the "BANKRUPTCY CODE").
     The parties hereto further agree and acknowledge (A) that this Confirmation
     is (i) a "securities contract," as such term is defined in Section 741(7)
     of the Bankruptcy Code, with respect to which each payment and delivery
     hereunder is a "settlement payment," as such term is defined in Section
     741(8) of the Bankruptcy Code, and (ii) a "swap agreement," as such term is
     defined in Section 101(53B) of the Bankruptcy Code, with respect to which
     each payment and delivery hereunder is a "transfer," as such term is
     defined in Section 101(54) of the Bankruptcy Code, and (B) that BofA is
     entitled to the protections afforded by, among other sections, Section
     362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code.

     REPURCHASE NOTICES. Counterparty shall, on any day on which Counterparty
     effects any repurchase of Shares, promptly give BofA a written notice of
     such repurchase (a "REPURCHASE NOTICE") on such day if following such
     repurchase, the Unit Equity Percentage as determined on such day is (a)
     equal to or greater than 4.5% and (b) greater by 0.5% than the Unit Equity
     Percentage included in the immediately preceding Repurchase Notice (or, in
     the case of the first such Repurchase Notice, greater than the Unit Equity
     Percentage as of the date hereof). The "UNIT EQUITY PERCENTAGE" as of any
     day is the fraction (i) the numerator of which is the product of the number
     of Note Hedging Units and the Note Hedging Unit Entitlement, and (ii) the
     denominator of which is the number of Shares outstanding on such day.
     Counterparty agrees to indemnify and hold harmless BofA and its affiliates
     and their respective officers, directors, employees, advisors, agents and
     controlling persons (each, a "SECTION 16 INDEMNIFIED PERSON") from and
     against any and all losses (including losses relating to BofA's hedging
     activities as a consequence of becoming, or of the risk of becoming, a
     Section 16 "insider", including without limitation, any forbearance from
     hedging activities or cessation of hedging activities and any losses in
     connection therewith with respect to the Transaction), claims, damages,
     judgments, liabilities and expenses (including reasonable attorney's fees),
     joint or several, to which a Section 16 Indemnified Person may become
     subject, as a result of Counterparty's failure to provide BofA with a
     Repurchase Notice on the day and in the manner specified in this paragraph,
     and to reimburse, upon written request, each of such Section 16 Indemnified
     Persons for any reasonable legal or other expenses incurred in connection
     with investigating, preparing for, providing testimony or other evidence in
     connection with or defending any of the foregoing. If any suit, action,
     proceeding (including any governmental or regulatory investigation), claim
     or demand shall be brought or asserted against the Section 16 Indemnified
     Person, such Section 16 Indemnified Person shall promptly notify
     Counterparty in writing, and Counterparty, upon request of the Section 16
     Indemnified Person, shall retain counsel reasonably satisfactory to the
     Section 16 Indemnified Person to represent the Section 16 Indemnified
     Person and any others Counterparty may designate in such proceeding and
     shall pay the fees and expenses of such counsel related to such proceeding.
     Counterparty shall be relieved from liability to the extent that the
     Section 16 Indemnified Person fails to promptly notify Counterparty of any
     action commenced against it in respect of which indemnity may be sought
     hereunder; provided, that failure to notify Counterparty (x) shall not
     relieve Counterparty from any liability hereunder to the extent it is not
     materially prejudiced as a result thereof and (y) shall not, in any event,
     relieve Counterparty from any liability that it may have otherwise than on
     account of this indemnity agreement. Counterparty shall not be liable for
     any settlement of any proceeding effected without its written consent, but
     if settled with such consent or if there be a final judgment for the
     plaintiff, Counterparty agrees to indemnify any Section 16 Indemnified
     Person from and against any loss or liability by reason of such settlement
     or judgment. Counterparty shall not, without the prior written consent of
     the Section 16 Indemnified Person, effect any settlement of any pending or
     threatened proceeding in respect of which any Section 16 Indemnified Person
     is or could have been a party and indemnity could have been sought
     hereunder by such Section 16 Indemnified Person, unless such settlement
     includes an unconditional release of such Section 16 Indemnified Person
     from all liability on claims that are the subject matter of such proceeding
     on terms reasonably satisfactory to such Section 16 Indemnified Person. If
     the indemnification provided for in this paragraph is unavailable to a
     Section 16 Indemnified Person or insufficient in respect of any losses,
     claims, damages or liabilities referred to therein, then Counterparty, in
     lieu of indemnifying such Section 16 Indemnified Person thereunder, shall
     contribute to the amount paid or payable by such Section 16 Indemnified
     Person as a result of such losses, claims, damages or liabilities. The
     remedies provided for in this paragraph are not exclusive and shall not
     limit any rights or remedies that may otherwise be available to any


                                       10

<PAGE>

     Section 16 Indemnified Person at law or in equity. The indemnity and
     contribution agreements contained in this paragraph shall remain operative
     and in full force and effect regardless of the termination of the
     Transaction.

     ALTERNATIVE CALCULATIONS AND BOFA PAYMENT ON EARLY TERMINATION AND ON
     CERTAIN EXTRAORDINARY EVENTS. If BofA owes Counterparty any amount in
     connection with the Transaction pursuant to Sections 12.2, 12.3 (and
     "Consequences of Merger Events and Tender Offers" above), 12.6, 12.7 or
     12.9 of the Equity Definitions (except in the case of an Extraordinary
     Event in which the consideration or proceeds to be paid to holders of
     Shares as a result of such event consists solely of cash) or pursuant to
     Section 6(d)(ii) of the Agreement (except in the case of (x) an Event of
     Default in which Counterparty is the Defaulting Party or (y) a Termination
     Event in which Counterparty is the Affected Party, other than an Event of
     Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of
     the Agreement or a Termination Event of the type described in Section
     5(b)(i), (ii), (iii), (iv), (v) or (vi) of the Agreement that in the case
     of either (x) or (y) resulted from an event or events outside
     Counterparty's control) (a "BOFA PAYMENT OBLIGATION"), Counterparty shall
     have the right, in its sole discretion, to require BofA to satisfy any such
     BofA Payment Obligation by delivery of Termination Delivery Units (as
     defined below) by giving irrevocable telephonic notice to BofA, confirmed
     in writing within one Scheduled Trading Day, between the hours of 9:00 a.m.
     and 4:00 p.m. New York time on the Early Termination Date or other date the
     transaction is terminated, as applicable ("NOTICE OF BOFA TERMINATION
     DELIVERY"). Within a commercially reasonable period of time following
     receipt of a Notice of BofA Termination Delivery, BofA shall deliver to
     Counterparty a number of Termination Delivery Units having a cash value
     equal to the amount of such BofA Payment Obligation (such number of
     Termination Delivery Units to be delivered to be determined by the
     Calculation Agent as the number of whole Termination Delivery Units that
     could be purchased over a commercially reasonable period of time with the
     cash equivalent of such payment obligation). If the provisions set forth in
     this paragraph are applicable, the provisions of Sections 9.8, 9.9, 9.10,
     9.11 and 9.12 of the Equity Definitions shall be applicable, except that
     all references to "Shares" shall be read as references to "Termination
     Delivery Units."

          "TERMINATION DELIVERY UNIT" means (a) in the case of a Termination
          Event, an Event of Default or an Extraordinary Event (other than an
          Insolvency, Nationalization, Merger Event or Tender Offer), one Share
          or (b) in the case of an Insolvency, Nationalization, Merger Event or
          Tender Offer, a unit consisting of the number or amount of each type
          of property received by a holder of one Share (without consideration
          of any requirement to pay cash or other consideration in lieu of
          fractional amounts of any securities) in such Insolvency,
          Nationalization, Merger Event or Tender Offer. If a Termination
          Delivery Unit consists of property other than cash or New Shares and
          Counterparty provides irrevocable written notice to the Calculation
          Agent on or prior to the Closing Date that it elects to receive cash,
          New Shares or a combination thereof (in such proportion as
          Counterparty designates) in lieu of such other property, the
          Calculation Agent shall replace such property with cash, New Shares or
          a combination thereof as components of a Termination Delivery Unit in
          such amounts, as determined by the Calculation Agent in its discretion
          by commercially reasonable means, as shall have a value equal to the
          value of the property so replaced. If such Insolvency,
          Nationalization, Merger Event or Tender Offer involves a choice of
          consideration to be received by holders, such holder shall be deemed
          to have elected to receive the maximum possible amount of cash.

     RULE 10B-18. Except as disclosed to BofA in writing prior to the date on
     which the offering of the Convertible Notes was first announced,
     Counterparty represents and warrants to BofA that it has not made any
     purchases of blocks by or for itself or any of its Affiliated Purchasers
     pursuant to the one block purchase per week exception in Rule 10b-18(b)(4)
     under the Exchange Act during each of the four calendar weeks preceding
     such date ("RULE 10B-18 PURCHASE," "BLOCKS" and "AFFILIATED PURCHASER" each
     as defined in Rule 10b-18 under the Exchange Act). Counterparty agrees and
     acknowledges that it shall not, and shall cause its affiliates and
     Affiliated Purchasers not to, directly or indirectly (including by means of
     a derivative instrument) enter into any transaction to purchase any Shares
     during the period beginning on such date and ending on the day on which
     BofA has informed Counterparty in writing that it has completed all
     purchases of Shares to hedge initially its exposure to the Transaction,
     including any increase in the Number of Note Hedge Units that may be agreed
     pursuant to "AMENDMENT" above.

     REGULATION M. Counterparty was not on the date on which the offering of the
     Convertible Notes was first


                                       11

<PAGE>

     announced, has not since such date, and is not on the date hereof, engaged
     in a distribution, as such term is used in Regulation M under the Exchange
     Act, of any securities of Counterparty, other than a distribution meeting
     the requirements of the exception set forth in Sections 101(b)(10) and
     102(b)(7) of Regulation M under the Exchange Act. Counterparty shall not,
     until the day on which BofA has informed Counterparty in writing that it
     has completed all purchases of Shares to hedge initially its exposure to
     the Transaction, including any increase in the Number of Note Hedge Units
     that may be agreed pursuant to "AMENDMENT" above, engage in any such
     distribution.

     NO MATERIAL NON-PUBLIC INFORMATION. On each day during the period beginning
     on the date on which the offering of the Convertible Notes was first
     announced and ending on the day on which BofA has informed Counterparty in
     writing that it has completed all purchases of Shares by BofA to hedge
     initially its exposure with respect to the Transaction, Counterparty
     represents and warrants to BofA that it is not aware of any material
     nonpublic information concerning itself or the Shares.

     RIGHT TO EXTEND. BofA may postpone any Potential Exercise Date or postpone
     or extend any other date of valuation or delivery with respect to some or
     all of the relevant Note Hedging Units for up to ten Exchange Business Days
     (in which event the Calculation Agent shall make appropriate adjustments to
     the Settlement Amount for such Note Hedging Units) if BofA determines, in
     its reasonable discretion, that such extension is reasonably necessary or
     appropriate to enable BofA to effect purchases of Shares in connection with
     its hedging, hedge unwind or settlement activity hereunder in a manner that
     would, if BofA were Issuer or an affiliated purchaser of Issuer, be in
     compliance with applicable legal, regulatory or self-regulatory
     requirements, or with related policies and procedures applicable to BofA.

     TRANSFER OR ASSIGNMENT. Counterparty may not transfer any of its rights or
     obligations under the Transaction without the prior written consent of
     BofA. BofA may not transfer or assign all or a portion of its Note Hedging
     Units hereunder or any of its rights or obligations under the Transaction
     at any time without the prior written consent of Counterparty.

     If, as determined in BofA's sole discretion, (x) its "beneficial ownership"
     (within the meaning of Section 16 of the Exchange Act and rules promulgated
     thereunder) exceeds 8.5% of Counterparty's outstanding Shares and (y) BofA
     is unable, after commercially reasonable efforts, to effect a transfer or
     assignment to an Eligible Assignee on pricing terms and within a time
     period reasonably acceptable to it of all or a portion of the Transaction
     to reduce such "beneficial ownership" below 8.5%, BofA may designate any
     Scheduled Trading Day as an Early Termination Date with respect to a
     portion (the "TERMINATED PORTION") of this Transaction, such that its
     "beneficial ownership" following such partial termination will be
     approximately equal to but less than 8.5%. In the event that BofA so
     designates an Early Termination Date with respect to a portion of this
     Transaction, a payment shall be made pursuant to Section 6 of the Agreement
     as if (i) an Early Termination Date had been designated in respect of a
     Transaction having terms identical to this Transaction and a Number of Note
     Hedging Units equal to the Terminated Portion, (ii) the Counterparty shall
     be the sole Affected Party with respect to such partial termination and
     (iii) such Transaction shall be the only Terminated Transaction (and, for
     the avoidance of doubt, the provisions set forth under the caption
     "ALTERNATIVE CALCULATIONS AND BOFA PAYMENT ON EARLY TERMINATION AND ON
     CERTAIN EXTRAORDINARY EVENTS" shall apply to any amount that is payable by
     BofA to Counterparty pursuant to this sentence).

     The term "ELIGIBLE ASSIGNEE" shall mean any third party with a rating for
     its long term, unsecured and unsubordinated indebtedness of A+ or better by
     Standard & Poor's Ratings Services or its successor ("S&P"), or A1 or
     better by Moody's Investors Service, Inc. ("MOODY'S") or, if either S&P or
     Moody's ceases to rate such debt, at least an equivalent rating or better
     by a substitute agency rating mutually agreed by Counterparty and BofA.

     Notwithstanding any other provision in this Confirmation to the contrary
     requiring or allowing BofA to purchase, sell, receive or deliver any shares
     or other securities to or from Counterparty, BofA may designate any of its
     affiliates to purchase, sell, receive or deliver such shares or other
     securities and otherwise to perform BofA's obligations in respect of the
     Transaction and any such designee may assume such obligations. BofA shall
     be discharged of its obligations to Counterparty to the extent of any such
     performance.


                                       12

<PAGE>

     SEVERABILITY; ILLEGALITY. If compliance by either party with any provision
     of the Transaction would be unenforceable or illegal, (a) the parties shall
     negotiate in good faith to resolve such unenforceability or illegality in a
     manner that preserves the economic benefits of the transactions
     contemplated hereby and (b) the other provisions of the Transaction shall
     not be invalidated, but shall remain in full force and effect.

     WAIVER OF JURY TRIAL. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
     APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
     SUIT, ACTION OR PROCEEDING RELATING TO THE TRANSACTION. EACH PARTY (I)
     CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS
     REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
     THE EVENT OF SUCH A SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE
     FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE
     BEEN INDUCED TO ENTER INTO THE TRANSACTION, AS APPLICABLE, BY, AMONG OTHER
     THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS PROVIDED HEREIN.

     EARLY UNWIND. In the event the sale of Convertible Notes is not consummated
     with the initial purchasers thereof (the "INITIAL PURCHASERS") for any
     reason by the close of business in New York on September 19, 2006 (or such
     later date as agreed upon by the parties) (September 19, 2006 or such later
     date as agreed upon being the "EARLY UNWIND DATE"), the Transaction shall
     automatically terminate (the "EARLY UNWIND") on the Early Unwind Date and
     (a) the Transaction and all of the respective rights and obligations of
     BofA and Counterparty under the Transaction shall be cancelled and
     terminated and (b) each party shall be released and discharged by the other
     party from and agrees not to make any claim against the other party with
     respect to any obligations or liabilities of the other party arising out of
     and to be performed in connection with the Transaction either prior to or
     after the Early Unwind Date; provided that, if the failure to consummate
     the sale of the Convertible Notes results solely from a breach by
     Counterparty of any representation or undertaking by Counterparty contained
     in the Purchase Agreement dated as of September 13, 2006 between
     Counterparty and Deutsche Bank Securities, Inc. and Banc of America
     Securities LLC, as representatives of the Initial Purchasers thereto,
     Counterparty shall purchase from BofA on the Early Unwind Date all Shares
     purchased by BofA or one or more of its affiliates, and assume, or
     reimburse the cost of, derivatives entered into by BofA or one or more of
     its affiliates, in each case, in connection with hedging the Transaction
     and the unwind of such hedging activities. The purchase price paid by
     Counterparty shall be determined by BofA in its reasonable good faith
     discretion, and shall be BofA's (or its affiliates) actual cost of such
     Shares and derivatives and Counterparty shall pay such amount in
     immediately available funds on the Early Unwind Date. BofA and Counterparty
     represent and acknowledge to the other that, subject to the proviso
     included in the preceding sentence, upon an Early Unwind, all obligations
     with respect to the Transaction shall be deemed fully and finally
     discharged.

GOVERNING LAW: The law of the State of New York.

Contact information. For purposes of the Agreement (unless otherwise specified
in the Agreement), the addresses for notice to the parties shall be:

(a) Counterparty

PolyMedica Corporation
701 Edgewater Drive, Suite 360
Wakefield, MA 01880
Attention: Keith Jones, Chief Financial Officer
Fax: (781) 295-0182

(b) BofA

Bank of America, N.A.
c/o Bank of America Securities LLC
Equity Financial Products
9 West 57th Street, 40th Floor
New York, NY 10019
Attention: Chris Hutmaker


                                       13

<PAGE>

This Confirmation may be executed in several counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument.

Counterparty hereby agrees to check this Confirmation and to confirm that the
foregoing correctly sets forth the terms of the Transaction by signing in the
space provided below and returning to BofA a facsimile of the fully-executed
Confirmation to BofA at (212) 230-8610. Originals shall be provided for your
execution upon your request.

We are very pleased to have executed the Transaction with you and we look
forward to completing other transactions with you in the near future.

Very truly yours,

BANK OF AMERICA, N.A.


By: /s/ Eric P. Hambleton
    ---------------------------------
Name: Eric P. Hambleton
      -------------------------------
Title: Authorized Signatory
       ------------------------------


Counterparty hereby agrees to, accepts and confirms the terms of the foregoing
as of the Trade Date.

POLYMEDICA CORPORATION


By: /s/ Keith Jones
    ---------------------------------
Name: Keith W. Jones
      -------------------------------
Title: Chief Financial Officer
       ------------------------------


                                       14