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                                                                   EXHIBIT 10.24


                AMENDMENT NO. 1 TO SENIOR SECURED PROMISSORY NOTE

         Reference is made to the Senior Secured Promissory Note (the "Note") in
the principal amount of $9,750,000, dated November 15, 2001, made by Women First
HealthCare, Inc. ("WFHC") in favor of Wyeth (as successor to American Home
Products Corporation) ("Wyeth").

         WHEREAS, the parties desire to amend certain terms of the Note in
accordance with the terms hereof (this "Amendment").

         NOW THEREFORE, for good and valuable consideration which is hereby
acknowledged.

         1.       Wyeth represents that it is the current holder of the Note and
                  that is has not transferred or otherwise assigned its interest
                  therein to any third party.

         2.       The Principal sum of the Note shall be changed from NINE
                  MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($9,750,000) as
                  set forth on the first page of the Note to NINE MILLION FIVE
                  HUNDRED THOUSAND DOLLARS ($9,500,000).

         3.       Paragraph 1(b) of the Note shall be deleted in its entirety
                  and replaced by the following language:

                  (b) Manner of Payment. On November 29, 2002, November 28, 2003
                  and November 30, 2004 (each a "Principal Payment Date"), Maker
                  shall pay Payee in cash in immediately available funds, the
                  sum of three million dollars ($3,000,000) on November 29, 2002
                  and the sum of three million two hundred fifty thousand
                  dollars ($3,250,000) on each of November 28, 2003 and November
                  30, 2004, which shall in each case reduce the principal amount
                  of this Note by such amount, plus interest on any overdue
                  amounts, if any. The Maker shall make any payment hereunder by
                  wire transfer in immediately available funds to a bank account
                  of the Payee set forth on the attached wire transfer
                  instructions or otherwise designated by the Payee in writing
                  to the Maker.

         4.       Wyeth covenants and agrees that it shall append this Amendment
                  to the Note and it will be deemed to be a part thereof.

         5.       Except for the matters set forth in this Amendment, all other
                  terms of the Note shall remain unchanged and in full force and
                  effect.
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                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of November 25, 2002.

                       WOMEN FIRST HEALTHCARE, INC.

                      By:      /s/ EDWARD F. CALESA
                               -------------------------
                      Name:    Edward F. Calesa
                      Title:   Chairman, President & CEO

                      WYETH (as successor to American Home Products Corporation)
                      Acting through its Wyeth Pharmaceuticals Division


                      By:      /s/ JEFFREY S. SHERMAN
                               --------------------------------------------
                      Name:    Jeffrey S. Sherman
                      Title:   Vice President and Associate General Counsel

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