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                                                                    Exhibit 10.6



           AMENDMENT NO. 1 TO PREFERRED REGISTRATION RIGHTS AGREEMENT

            Amendment No. 1, dated as of May 12, 2003 (this "Amendment"), to the
Preferred Registration Rights Agreement dated as of June 25, 2002 (the "Original
Agreement") among WOMEN FIRST HEALTHCARE, INC. (the "Company") and the
Purchasers named therein. All capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Original
Agreement.

            WHEREAS, the Company and the Purchasers have entered into the
Original Agreement;

            WHEREAS, the Company has agreed to issue on the date hereof Series B
Preferred Stock (the "New Preferred Stock") to the Purchasers in exchange for
the Series A Preferred Stock issued and sold to the Purchasers in connection
with the Preferred Stock Purchase Agreement; and

            WHEREAS, the Company and the Purchasers have determined that it is
in their mutual interests to amend the Original Agreement as hereinafter set
forth.

            NOW, THEREFORE, for good and valuable consideration and intending to
be legally bound, the Company and the Purchasers hereby agree as follows:

            A.    Pursuant to Section 10 of the Original Agreement, the Original
Agreement is hereby amended as follows:

            1.    REFERENCES TO PREFERRED STOCK AND CONVERSION SHARES. All
references to "Preferred Stock" and "Conversion Shares" throughout the Original
Agreement shall be to the New Preferred Stock and the shares of Common Stock
into which the New Preferred Stock will be convertible, respectively.

            2.    FORM OF OPINION. The first sentence of the third paragraph of
Exhibit 2 of the Original Agreement is hereby amended and restated as follows:

            "The Registration Statement and the Prospectus comply as to form in
      all material respects with the requirements for registration statements
      under the Securities Act and the rules and regulations of the Commission
      thereunder; it being understood, however, that we express no opinion with
      respect to the financial statements, schedules or other financial or
      related statistical data included in, incorporated by reference in, or
      omitted from, the Registration Statement or the Prospectus."
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                                      -2-



            3.    CONSENT TO REGISTRATION STATEMENT. The Purchasers hereby
consent to the Company's filing of a Registration Statement on Form S-1 (the
"New Equity Registration Statement") to register for resale the shares of Common
Stock issued in the Equity Infusion (as defined in Amendment No. 1, dated as of
May , 2003, to the Preferred Stock Purchase Agreement dated as of June 25, 2002
("Amendment No. 1")) and hereby waive the requirement of Section 2(d) of the
Original Agreement for purposes of allowing the New Equity Registration
Statement; provided that in no event shall the New Equity Registration Statement
be filed prior to the filing of an amendment to the Registration Statement
covering the Conversion Shares on Form S-3 converting it to a Registration
Statement on Form S-1.

            4.    WAIVER. The Purchasers hereby waive (i) the requirements in
Sections 2(a) and 3(a) of the Original Agreement that the Company cause the SEC
to declare effective a Registration Statement on Form S-3 not later than 180
days after the Date of Closing; (ii) any breach arising from the Company's
representation in Section 2(g) of the Original Agreement that it meets the
requirements for use of Form S-3; and (iii) any breach caused by any past
failure by the Company to comply with the requirement in Section 2(g) of the
Original Agreement that the Company file all reports required to be filed by the
Company with the SEC in a timely manner so as to maintain eligibility for the
use of Form S-3. The Company understands and agrees that these waivers shall be
effective only with respect to such subsections. These waivers shall not be
deemed to constitute a waiver of any other term, provision or condition of the
Original Agreement or to prejudice any right or remedy that the Purchasers may
now have or may have in the future under or in connection with any of the
Documents. All provisions, terms or conditions and all covenants,
representations, warranties and agreements contained in the Original Agreement
shall remain in full force and effect except as expressly provided herein.

            5.    COVENANT. The Company hereby agrees to file an amendment to
the Registration Statement on Form S-3 converting it to a Registration Statement
on Form S-1 within 60 days after the Effective Date and to obtain its
effectiveness as soon as possible after such filing but in any event not later
than 120 days after the Effective Date.

            6.    CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment is subject to the satisfaction of the following conditions, and the
first Business Day upon which all such conditions have been satisfied is
referred to herein as the "Effective Date":

                  (i)   DOCUMENTS TO BE DELIVERED. Each Purchaser shall have
      received all of the following, duly executed and delivered:

                        (a)   A certificate of the Secretary of the Company
            dated the Effective Date, certifying the incumbency and authority of
            the officers or authorized signatories of the Company who executed
            this Amendment and any other
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                                      -3-



            documents delivered on the Effective Date and the truth, correctness
            and completeness of the attached copy of resolutions duly adopted by
            the Board of Directors of the Company, in full force and effect at
            the Effective Date, authorizing the execution of this Amendment and
            the other documents delivered or to be delivered in connection
            herewith and the consummation of the transactions contemplated
            herein, as applicable.

                        (b)   A certificate executed by the principal executive
            officer of the Company, dated the Effective Date, in which such
            officer certifies that the conditions set forth in subsections (a),
            (b) and (c) of Paragraph 6(iii) of this Amendment have been
            satisfied.

                        (c)   The opinion of Latham & Watkins LLP, counsel to
            the Company, dated Effective Date, and substantially in the form set
            forth as Exhibit A to Amendment No. 1, subject only to such
            qualifications, limitations or exceptions as may be acceptable to
            each Purchaser.

            (ii)  FEES AND EXPENSES. The payment by the Company, by wire
      transfer of immediately available funds, of the out-of-pocket expenses of
      the Purchasers and the fees and expenses of the Purchasers' counsel
      related to this Amendment.

            (iii) REPRESENTATIONS; NO DEFAULT. (a) All representations and
      warranties made by the Company in the Original Agreement shall be true and
      correct on and as of the Effective Date (except to the extent that the
      facts upon which such representations are based have been changed by the
      transactions herein contemplated and such changes are set forth to the
      satisfaction of each Purchaser) as if such representations and warranties
      had been made as of the Effective Date, with the exception of Section 2(g)
      of the Original Agreement, in light of the fact that the Company is no
      longer eligible to use Form S-3 as indicated in the letter from the
      Securities and Exchange Commission dated March 20, 2003, which was
      previously provided to the Purchasers.

      (b)   No Default under the Original Agreement, as amended by this
      Amendment, or the other Documents shall exist at the Effective Date.

      (c)   The Company shall have performed and complied with all agreements
      and conditions required in this Amendment to be performed or complied with
      by the Company on or prior to the Effective Date.

            (iv)  PROCEEDINGS. All corporate and other proceedings taken or to
      be taken in connection with the transactions contemplated hereby and all
      documents incident thereto shall be satisfactory in form and substance to
      each Purchaser and each
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                                      -4-



      Purchaser shall have received all such counterpart originals or certified
      or other copies of such documents as they or their counsel may reasonably
      request.

            (v)   OBLIGATIONS. The Company shall have satisfied any other
      obligations to each Purchaser required to be paid or complied with by it
      under the Original Agreement or this Amendment on or prior to the
      Effective Date.

            (vi)  ABSENCE OF CERTAIN CHANGES. There shall not have occurred or
      become known to the Purchasers since April 14, 2003 any events or changes
      that, individually or in the aggregate, have had or could reasonably be
      expected to have a material adverse effect on the business, condition
      (financial or other), properties, results of operations or prospects of
      the Company (including its subsidiaries).

            (vii) AMENDMENT TO THE PREFERRED STOCK PURCHASE AGREEMENT. The
      Company shall have entered into Amendment No. 1.

            B.    THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.

            C.    This Amendment may be executed in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but such
counterparts together shall constitute but one and the same instrument. This
Amendment shall become effective upon the execution of a counterpart hereof by
each of the parties hereto.

            D.    As amended hereby, all terms and provisions of the Original
Agreement shall remain in full force and effect.
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            WITNESS the due execution of this Amendment No. 1 to the Preferred
Registration Rights Agreement by the respective duly authorized officers of the
undersigned as of the date first written above.

                                   COMPANY:


                                   WOMEN FIRST HEALTHCARE, INC.


                                   By:          /s/ Charles M. Caporale
                                        ---------------------------------------


                                        Name:  Charles M. Caporale
                                        Title: Vice President, Chief Financial
                                               Officer, Treasurer and Secretary


                                   PURCHASERS:


                                   CIBC WMC INC.


                                   By:          /s/ William P. Phoenix
                                        ---------------------------------------
                                        Name:  William P. Phoenix
                                        Title: Managing Director


                                   GREENLEAF CAPITAL, L.P.


                                   By:  GreenLeaf GP, L.L.C.
                                        its General Partner

                                   By:          /s/ Illegible
                                        ---------------------------------------
                                        Name:
                                        Title: Managing Member
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                                   BROAD STREET ASSOCIATES, LLC


                                   By:          /s/ Daniel J. O'Brien
                                        ---------------------------------------
                                         Name:  Daniel J. O'Brien
                                         Title: Managing Member