<PAGE>
                                                                    Exhibit 10.4

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE RESOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT.

                                    Right to Purchase [NUMBER OF SHARES] Shares
                                    of Common Stock of Women First HealthCare,
                                    Inc.

                          WOMEN FIRST HEALTHCARE, INC.

                          COMMON STOCK PURCHASE WARRANT

NO. W-[WARRANT NUMBER]


         WOMEN FIRST HEALTHCARE, INC., a Delaware corporation (the "Company"),
hereby certifies that, for value received, [WARRANT HOLDER] or registered
assigns (the "Holder"), is entitled, subject to the terms set forth below, to
purchase from the Company at any time or from time to time after the date
hereof, and before 5:00 p.m., New York City time, on the Expiration Date (as
hereinafter defined), [NUMBER OF SHARES] fully paid and nonassessable shares of
Common Stock (as hereinafter defined) at a purchase price per share equal to the
Purchase Price (as hereinafter defined). The number of such shares of Common
Stock and the Purchase Price are subject to adjustment as provided in this
Warrant.

         As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:

         "Additional Shares of Common Stock" shall mean all shares of Common
Stock issued (or, pursuant to Section 3(b) below, deemed to be issued) by the
Company after the Issuance Date, other than shares of Common Stock, Options,
Rights to Acquire Common Stock or Convertible Securities: (i) issued to
employees, officers or directors of, or consultants or advisors to the Company
or any of its subsidiaries, pursuant to stock purchase or stock option plans or
other arrangements that are approved by the Board of Directors of the Company
for the purpose of compensation or similar payment in connection with employment
or services rendered to the Company or its Subsidiaries and (ii) issued upon
exercise of any Options, Rights to Acquire Common Stock or Convertible
Securities outstanding on the date hereof.

         "Affiliate" of any specified person means any other person which
directly or indirectly through one or more intermediaries controls or is
controlled by, or is under common control with, such specified person. For the
purposes of this definition, "control" (including with correlative meanings, the
terms "controlling," "controlled by" and "under common control with") as used
with respect to any person, means the possession, directly or indirectly, of the

<PAGE>

power to direct or cause the direction of the management and policies of such
person, whether through the ownership of voting securities, by agreement or
otherwise; provided, however, that beneficial ownership of at least 10% of the
voting securities of a person shall be deemed to be control.

         A "Business Day" is a day that is not a Legal Holiday. A "Legal
Holiday" is a Saturday, a Sunday, a federally-recognized holiday or a day on
which banking institutions are not required to be open in the State of New York.

         "Common Stock" means the Company's Common Stock, $.001 par value per
share, as authorized on the date hereof, and any other securities into which or
for which the Common Stock may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, amalgamation, sale of assets or
otherwise.

         "Common Stock Equivalents" means (a) an outstanding share of Common
Stock, which shall be deemed to equal one Common Stock Equivalent, (b) an
outstanding security that is, at the time in question, convertible by its terms
into Common Stock, with such security to be deemed to equal to number of Common
Stock Equivalents that equal the amount of shares of Common Stock into which it
is then so convertible, (c) an outstanding option, warrant or right to acquire
Common Stock that is, at the time in question, exercisable by its terms for
Common Stock, with such option, warrant or right to be deemed to be equal to the
number of Common Stock Equivalents that equals the number of shares of Common
Stock for which it is then so exercisable, and (d) an outstanding option,
warrant or right that is, at the time in question, exercisable by its terms for
a security that, at the time in question, is convertible by its terms in to
Common Stock, with such option, warrant or right to be deemed to be equal to the
number of Common Stock Equivalents that equals the number of shares of common
stock for which the convertible securities for which they are then exercisable
would then be convertible; provided, however, that, to the extent an option,
warrant, right or convertible security described above is exercisable or
convertible at a price that is greater than the fair market value of Common
Stock at the time in question it shall not be deemed to be a Common Stock
Equivalent.

         "Company" shall include Women First HealthCare, Inc. and any
corporation that shall succeed to or assume the obligation of Women First
HealthCare, Inc. hereunder in accordance with the terms hereof.

         "Convertible Securities" shall mean any evidences of indebtedness,
shares or other securities directly or indirectly convertible into or
exchangeable for Common Stock other than those described in the definition of
"Options," excluding such evidences of indebtedness, shares or other securities
issued to current or former employees, directors or consultants of the Company
or any of its Subsidiaries as approved by the Board of Directors or pursuant to
plans or arrangements approved by the Board for the purpose of compensation or
similar payment in connection with employment or services rendered to the
Company or its Subsidiaries.

         "Current Market Value" per share of Common Stock or of any other
security (herein collectively referred to as a "Security") at any date shall be:

                                      -2-

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         (a) if the Security is not registered under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), (i) the value of the Security
determined in good faith by the board of directors of the Company and certified
in a board resolution, based on the most recently completed arm's length
transaction between the Company and a person other than an Affiliate of the
Company and the closing of which occurs on such date or shall have occurred
within the six months preceding such date or (ii) if no such transaction shall
have occurred on such date or within such six-month period, the value of the
Security determined as of a date within 30 days preceding such date by an
Independent Financial Expert, or

         (b) if the Security is registered under the Exchange Act, the average
of the daily closing sales prices of such Security for 15 consecutive Trading
Days immediately preceding such date, but only if such Security shall have been
listed on a national securities exchange or the Nasdaq National Market or traded
through an automated quotation system during such entire 15 Trading Day period;
provided that for purposes of net issuance computations pursuant to Section 1.2,
Current Market Value shall be computed by reference to the 5 consecutive Trading
Days immediately preceding the date of such computation, and for purposes of
applying the adjustment provisions of Section 3(c) in the context of an
underwritten public offering or private placement of Common Stock in which the
purchasers receive registration rights (commonly referred to as a private
investment in public equity), Current Market Value shall equal 90% of the
average of the daily closing sales prices of such Security for 5 consecutive
Trading Days immediately preceding the date of the underwriting agreement or
share purchase agreement for such underwritten public offering or private
placement in public equity, as the case may be.

         The "closing sales price" for any Security on each Trading Day means
the closing sales price, regular way, on such day on the principal exchange on
which such Security is traded, or if no sale takes place on such day, the
average of the closing bid and asked prices on such day.

         "Expiration Date" means December 31, 2006.

         "Fully Diluted Shares" shall mean (i) the shares of Common Stock
outstanding as of a specified date, and (ii) the shares of Common Stock into or
for which rights, options, warrants or other securities outstanding as of such
date are exercisable or convertible.

         "Independent Financial Expert" shall mean any nationally recognized
investment banking firm that is not an Affiliate of the Company. Any such person
may receive customary compensation and indemnification by the Company for
opinions or services it provides as an Independent Financial Expert

         "Issuance Date" shall mean the first date of original issuance of this
Warrant.

         "Option" shall mean rights, options or warrants to subscribe for,
purchase or otherwise acquire Common Stock or Convertible Securities, excluding
such rights, options or warrants issued to employees, directors or consultants
of the Company as approved by the Board of Directors or pursuant to plans or
arrangements approved by the Board of Directors for the pur-

                                      -3-

<PAGE>

pose of compensation or similar payment in connection with employment or
services rendered to the Company or its Subsidiaries.

         "Other Securities" refers to any shares (other than shares of Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the Holder at any time shall be entitled to receive, or shall
have received, on the exercise of this Warrant, in lieu of or in addition to
shares of Common Stock, or which at any time shall be issuable or shall have
been issued in exchange for or in replacement of shares of Common Stock or Other
Securities pursuant to Section 3(l).

         "Permitted Transferee" means any person (1) who is an "accredited
investor" as defined in Regulation D under the Securities Act, and (2) who is to
be transferred Warrants to purchase at least 100,000 shares of Common Stock.

         "Purchase Price" shall mean $0.63 per share, subject to adjustment as
provided in this Warrant.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of June 25, 2002, by and among the Company and the
purchasers named on the signature page thereto, as amended from time to time in
accordance with its terms.

         "Rights to Acquire Common Stock" (or "Rights") shall mean all rights
issued by the Company to acquire Common Stock whether by exercising of a
warrant, option or similar call, or conversion of any existing instruments, in
either case for consideration fixed, in amount or by formula, as of the date of
issuance, excluding rights issued pursuant to any shareholder rights plan of the
Company, such rights issued to current or former employees, directors or
consultants of the Company as approved by the Board of Directors or pursuant to
plans or arrangements approved by the Board of Directors for the purpose of
compensation or similar payment in connection with employment or services
rendered to the Company or its Subsidiaries.

         "Securities Purchase Agreement" means the Note and Warrant Purchase
Agreement, dated as of June 25, 2002, by and among the Company and the
purchasers named on the signature page thereto, as amended from time to time in
accordance with its terms.

         "Subsidiary" shall mean any corporation or other entity of which a
Person owns, directly or indirectly, that number of shares of voting capital
stock which has the power to elect a majority of the Board of Directors or other
governing body.

         "Trading Day" means a day on which the principal securities market for
the Common Stock is open for general trading of securities.

         1. EXERCISE OF WARRANT.

         1.1 EXERCISE. This Warrant may be exercised by the Holder hereof in
full or in part at any time or from time to time during the exercise period
specified in the first paragraph hereof until the Expiration Date by surrender
of this Warrant and the subscription form annexed

                                      -4-

<PAGE>

hereto (duly executed by the Holder), to the Company and by making payment, in
cash or by certified or official bank check payable to the order of the Company,
in the amount obtained by multiplying (a) the number of shares of Common Stock
designated by the Holder in the subscription form by (b) the Purchase Price then
in effect. On any partial exercise the Company will forthwith issue and deliver
to or upon the order of the Holder hereof a new Warrant or Warrants of like
tenor, in the name of the Holder hereof or, subject to Section 7 hereof as the
Holder (upon payment by the Holder of any applicable transfer taxes) may
request, providing in the aggregate on the face or faces thereof for the
purchase of the number of shares of Common Stock for which such Warrant or
Warrants may still be exercised.

         1.2 NET ISSUANCE. Notwithstanding anything to the contrary contained in
Section 1.1, the Holder may elect to exercise this Warrant in whole or in part
by receiving shares of Common Stock equal to the net issuance value (as
determined below) of this Warrant, or any part hereof, upon surrender of this
Warrant to the Company at the principal office of the Company together with the
subscription form annexed hereto (duly executed by the Holder), in which event
the Company shall issue to the Holder a number of shares of Common Stock
computed using the following formula:

         X = Y (A-B)
             -------
                  A

Where:   X = the number of shares of Common Stock to be issued to the Holder

         Y = the number of shares of Common Stock as to which this Warrant is
             to be exercised

         A = the Current Market Value (as defined below) per share of
             Common Stock

         B = the Purchase Price

         1.3. CERTAIN LIMITATIONS. Notwithstanding anything to the contrary
contained herein, in no event shall the Company be required by the provisions
hereof to issue shares of Common Stock upon exercise of this Warrant in an
amount which, when taken together with the aggregate number of shares of Common
Stock previously issued upon exercise of any Warrant or conversion of shares of
Series B Preferred Stock, would exceed 19.9% of the number of shares of Common
Stock outstanding on the Issue Date (the "Issuable Maximum"), unless Shareholder
Approval has been obtained. "Shareholder Approval" means the approval by a
majority of the total votes cast on the proposal, in person or by proxy, at a
meeting of the shareholders of the Company held in accordance with the Company's
by-laws, of the issuance by the Company of shares of Common Stock exceeding the
Issuable Maximum as a consequence of the exercise of the Warrants for shares of
Common Stock or the conversion of shares of Series B Preferred Stock into shares
of Common Stock at a price less than the greater of the book or market value on
the Issue Date as and to the extent required pursuant to Rule 4350(i) of the
Nasdaq Stock Market, as applicable.

                                      -5-

<PAGE>

         2. DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE. As soon as
practicable after the exercise of this Warrant, and in any event within three
Trading Days thereafter, the Company at its expense (including the payment by it
of any applicable issue or stamp taxes) will cause to be issued in the name of
and delivered to the Holder hereof, or, subject to Section 14 hereof, as the
Holder (upon payment by the Holder of any applicable transfer taxes) may direct,
the number of fully paid and nonassessable shares of Common Stock (or Other
Securities) to which the Holder shall be entitled on such exercise, in such
denominations as may be requested by the Holder and a certificate or
certificates therefor, plus, in lieu of any fractional share to which the Holder
would otherwise be entitled, cash equal to such fraction multiplied by the then
Current Market Value of one full share, together with any other stock or other
securities any property (including cash, where applicable) to which the Holder
is entitled upon such exercise pursuant to Section 1 or otherwise. Upon exercise
of this Warrant as provided herein, the Company's obligation to issue and
deliver the certificates for shares of Common Stock shall be absolute and
unconditional, irrespective of the absence of any action by the Holder to
enforce the same, any waiver or consent with respect to any provision thereof,
the recovery of any judgment against any person or any action to enforce the
same, any failure or delay in the enforcement of any other obligation of the
Company to the Holder, or any setoff, counterclaim, recoupment, limitation or
termination, or any breach or alleged breach by the Holder or any other person
of any obligation to the Company, and irrespective of any other circumstance
which might otherwise limit such obligation of the Company to the Holder in
connection with such exercise. If the Company fails to issue and deliver the
certificates for the shares of Common Stock to the Holder pursuant to the first
sentence of this paragraph as and when required to do so, in addition to any
other liabilities the Company may have hereunder and under applicable law, the
Company shall pay or reimburse the Holder on demand for all reasonable
out-of-pocket expenses including, without limitation, fees and expenses of legal
counsel incurred by the Holder as a result of such failure.

         3. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF WARRANT SHARES ISSUABLE.
The Purchase Price and the number of shares of Common Stock issuable upon the
exercise of each Warrant (the "Exercise Rate") is subject to adjustment from
time to time upon the occurrence of the events enumerated in this Section 3.

                  (a) Adjustment for Change in Capital Stock. If the Company:

                  (1) pays a dividend or makes a distribution on its Common
         Stock in shares of its Common Stock or other capital stock of the
         Company; or

                  (2) subdivides, combines or reclassifies its outstanding
         shares of Common Stock,

then the Exercise Rate in effect immediately prior to such action shall be
proportionately adjusted so that the Holder of any Warrant thereafter exercised
may receive the aggregate number and kind of shares of capital stock of the
Company which such Holder would have owned immediately following such action if
such Warrant had been exercised immediately prior to such action and the
Purchase Price in effect immediately prior to such action shall be adjusted to a
price

                                      -6-

<PAGE>

determined by multiplying the Purchase Price in effect immediately prior to such
action by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding before giving effect to such action and the denominator
of which shall be the number of shares of Common Stock and/or such other capital
stock outstanding referred to in the foregoing clause (a)(1) after giving effect
to such action.

         The adjustment shall become effective immediately after the record date
in the case of a dividend or distribution and immediately after the effective
date in the case of a subdivision, combination or reclassification.

         If after an adjustment a Holder of a Warrant upon exercise of it may
receive shares of two or more classes of capital stock of the Company, the board
of directors of the Company shall determine the allocation of the adjusted
Purchase Price between the classes of capital stock. After such allocation, the
exercise privilege and the Purchase Price of each class of capital stock shall
thereafter be subject to adjustment on terms comparable to those applicable to
Common Stock in this Section 3.

         Such adjustment shall be made successively whenever any event listed
above shall occur.

         (b) Issuance of Securities Deemed Issuance of Additional Shares of
Common Stock. If the Company at any time or from time to time after the Issuance
Date issues any Options or Convertible Securities or Rights to Acquire Common
Stock, then the maximum number of shares of Common Stock (as set forth in the
instrument relating thereto without regard to any provision contained therein
for a subsequent adjustment of such number) issuable upon the exercise of such
Options or Rights to Acquire Common Stock or, in the case of Convertible
Securities, issuable upon the conversion or exchange of such Convertible
Securities, in each case, on the date of their issuance, shall be deemed to be
the number of Additional Shares of Common stock issued as of the time of such
issue; provided, however, that in any such case:

                  (i) no further adjustment in the Exercise Rate or Purchase
         Price shall be made upon the subsequent issuance of shares of Common
         Stock upon the exercise of such Options or Rights to Acquire Common
         Stock or upon the conversion or exchange of such Convertible
         Securities;

                  (ii) upon the expiration or termination of any unexercised
         Option, Right to Acquire Common Stock or Convertible Security (in each
         case, in whole or in part), the Exercise Rate and Purchase Price shall
         be adjusted immediately to reflect the applicable Exercise Rate and
         Purchase Price which would have been in effect had such Option, Right
         to Acquire Common Stock or Convertible Security (to the extent
         outstanding immediately prior to such expiration or termination) never
         been issued;

                  (iii) if with respect to any Option, Right to Acquire Common
         Stock or Convertible Security, there shall have been an increase or
         decrease, with the passage of time or otherwise, in the consideration
         (determined pursuant to Section 3(c) below) payable

                                      -7-

<PAGE>

         upon the exercise, conversion or exchange thereof, then the Exercise
         Rate and Purchase Price then in effect shall be readjusted by (x)
         treating the Additional Shares of Common Stock, if any, actually issued
         or issuable pursuant to the previous exercise of such Option, Right to
         Acquire Common Stock or Convertible Security as having been issued or
         issuable for the consideration actually received and receivable
         therefor and (y) treating any Option, Right to Acquire Common Stock or
         Convertible Security which remains outstanding as being subject to
         exercise, conversion or exchange on the basis of such revised
         consideration payable as shall be in effect at such time; and

                  (iv) in the event of any change in the number of shares of
         Common Stock issuable upon the exercise, conversion or exchange of any
         Option, Right or Convertible Security, including, but not limited to, a
         change resulting from the anti-dilution provisions thereof, the
         Exercise Rate and Purchase Price then in effect shall forthwith be
         readjusted to such Exercise Rate and Purchase Price as would have been
         obtained had the adjustments to the Exercise Rate and Purchase Price
         that were originally made upon the issuance of such Option, Right to
         Acquire Common Stock or Convertible Security which were not exercised,
         converted or exchanged prior to such change been made upon the basis of
         such change, but no further adjustment shall be made for the actual
         issuance of Common Stock upon the exercise or conversion of any such
         Option, Right to Acquire Common Stock or Convertible Security.

         (c) Determination of Value of Consideration. For purposes of this
Section 3, the value of the consideration received by the Company for the
issuance of any Additional Shares of Common Stock shall be computed as follows:

         (A) Cash and Property. Such consideration shall:


                  (1) insofar as it consists of cash, be computed as the
         aggregate of cash received by the Company;

                  (2) insofar as it consists of property other than cash
         (subject to subsection (3) below), be computed at the fair market value
         thereof at the time of such issue, as determined in good faith by the
         Board of Directors;

                  (3) insofar as it consists of securities, be computed as
         follows: the closing price per share of such securities on the
         principal securities market on which such securities may at the time be
         listed or, if on such day such securities are not so listed, the
         closing sale price on the Nasdaq National Market, or, if on such day
         such securities are not quoted on the Nasdaq National Market, the
         average of the highest bid and lowest asked price on such day in the
         domestic over-the-counter market as reported by the National Quotation
         Bureau, Incorporated, or any similar successor organization, in each
         such case averaged over a period of 15 consecutive Trading Days
         consisting of the day as of which the current fair market value of such
         securities is being determined (or if such day is not a Trading Day,
         the Trading Day next preceding such day) and the 14 consecutive Trading

                                      -8-

<PAGE>

         Days prior to such day. If on the date for which current fair market
         value is to be determined such securities are not listed on any
         securities exchange or quoted on the Nasdaq National Market or the
         over-the-counter market, the current fair market value of such
         securities shall be the highest price per share which the Company could
         then obtain from a willing buyer (not a current employee or director)
         for such securities sold by the Company, from authorized but unissued
         shares, as determined in good faith by the Board of Directors of the
         Company, unless prior to such date the Company has become subject to a
         merger, acquisition or other consolidation pursuant to which the
         Company is not the surviving party, in which case the current fair
         market value of such securities shall be deemed to be the value
         received by the holders of such securities for each share thereof
         pursuant to the Company's acquisition; and

                  (4) in the event Additional Shares of Common Stock are issued
         together with other shares or securities or other assets of the Company
         for consideration which covers both, be the proportion of such
         consideration so received, computed as provided in subsections (1)
         through (3) above, as determined in good faith by the Board of
         Directors.

         (B) Options, Rights and Convertible Securities. The consideration per
share received by the Company for Additional Shares of Common Stock deemed to
have been issued pursuant to Section 3(b), relating to Options, Rights to
Acquire Common Stock and Convertible Securities, shall be determined by dividing

                  (1) the total amount, if any, received or receivable by the
         Company as consideration for the issuance of such Options, Rights or
         Convertible Securities, plus the aggregate amount of additional
         consideration expected to be payable to the Company (as determined in
         good faith by the Board of Directors) upon the exercise of such Options
         or Rights to Acquire Common Stock or upon the conversion or exchange of
         such Convertible Securities, by

                  (2) the maximum number of shares of Common Stock issuable upon
         the exercise of such Options or Rights to Acquire Common Stock or upon
         the conversion or exchange of such Convertible Securities.

         (d) Adjustment of Exercise Rate and Purchase Price upon Issuance of
Additional Shares of Common Stock. If the Company shall at any time after the
Issuance Date issue Additional Shares of Common Stock (including Additional
Shares of Common Stock deemed to be issued pursuant to Section 3(b), but
excluding shares issued as a dividend or distribution or upon a stock split or
combination as provided in Section 3(a)), without consideration or for
consideration per share of less than the Current Market Value per share, then
and in such event, the Purchase Price shall be adjusted in accordance with the
formula:

                                      -9-

<PAGE>

                                               NxP
                                               ---
                                 EP' = EP x O + M
                                            -----
                                            O + N

where:

                  EP'   = the adjusted Purchase Price.

                  EP    = the Purchase Price immediately prior to such issuance
                        or sale.

                  O     = the number of Fully Diluted Shares outstanding
                        immediately prior to such issuance or sale.

                  N     = the number of Additional Shares of Common Stock issued
                        or sold.

                  P     = the per share price received by the Company in the
                        case of any issuance or sale of Additional Shares of
                        Common Stock.

                  M     = the Current Market Value per share of Common Stock at
                        the time of such issuance or sale.

and the Exercise Rate shall be adjusted in accordance with the following
formula:

                            E' = E x EP
                                 -------
                                   EP'

where:

                  E'    = the adjusted Exercise Rate.

                  E     = the Exercise Rate in effect immediately prior to such
                        issuance.

                  EP'   = the adjusted Purchase Price.

                  EP    = the Purchase Price in effect immediately prior to such
                        issuance.

         (e) Adjustment for Rights Issue. If the Company distributes to all
holders of its Common Stock any Rights or Convertible Securities with an
exercise price or conversion price, as the case may be, at a price per share
less than the Current Market Value on the record date for determining
entitlements of holders of Common Stock to participate in such distribution (the
"Time of Determination"), the Purchase Price shall be adjusted in accordance
with the formula:

                                              NxP
                                              ---
                                EP' = EP x O + M
                                           -----
                                           O + N



                                      -10-

<PAGE>

and the Exercise Rate shall be adjusted in accordance with the following
formula:

                                E' = E x EP
                                     -------
                                       EP'

where:

                  E'    = the adjusted Exercise Rate.

                  E     = the Exercise Rate in effect immediately prior to such
issuance.

                  EP'   = the adjusted Purchase Price.

                  EP    = the Purchase Price in effect immediately prior to such
                        issuance.

                  O     = the number of Fully Diluted Shares (as defined below)
                        outstanding immediately prior to the Time of
                        Determination for any such distribution.

                  N     = the number of Additional Shares of Common Stock
                        issuable upon exercise of such Rights or Convertible
                        Securities.

                  P     = the per share price receivable by the Company upon
                        exercise of such Rights or Convertible Securities.

                  M     = the Current Market Value per share of Common Stock on
                        the Time of Determination for any such distribution.

         (f) Adjustment for Other Distributions. If the Company distributes to
all holders of its Common Stock (i) any evidences of indebtedness of the Company
or any of its subsidiaries, (ii) any assets of the Company or any of its
subsidiaries, or (iii) any rights, options or warrants to acquire any of the
foregoing or to acquire any other securities of the Company, the Exercise Rate
shall be adjusted in accordance with the formula:

                                E' = E x M
                                     ------
                                     M - F

and the Purchase Price shall be decreased (but not increased) in accordance with
the following formula:

                                EP' = EP x E
                                      ------
                                         E'

where:


                                      -11-

<PAGE>

         E'     = the adjusted Exercise Rate.

         E      = the current Exercise Rate on the record date for the
                  distribution referred to in this paragraph (f).

         EP'    = the adjusted Purchase Price.

         EP     = the current Purchase Price on the record date for the
                distribution referred to in this paragraph (f).

         M      = the Current Market Value per share of Common Stock on the
                record date for the distribution referred to in this paragraph
                (f).

         F      = the fair market value (as determined in good faith by the
                Company's board of directors) on the record date for the
                distribution referred to in this paragraph (f) of the
                indebtedness, assets, rights, options or warrants distributable
                in respect of one share of Common Stock.

         The adjustments shall be made successively whenever any such
distribution is made and shall become effective immediately after the record
date for the determination of stockholders entitled to receive the distribution.
If any adjustment is made pursuant to clause (iii) above of this subsection (f)
as a result of the issuance of rights, options or warrants and at the end of the
period during which any such rights, options or warrants are exercisable, not
all such rights, options or warrants shall have been exercised, the Warrant
shall be immediately readjusted as if "F" in the above formula was the fair
market value on the record date of the indebtedness or assets actually
distributed upon exercise of such rights, options or warrants divided by the
number of shares of Common Stock outstanding on the record date. Notwithstanding
anything to the contrary contained in this subsection (d), if "M-F" in the above
formula is less than $1.00 (or is a negative number) then in lieu of the
adjustment otherwise required by this subsection (d), the Company may elect to
distribute to the holders of the Warrants, upon exercise thereof, the evidences
of indebtedness, assets, rights, options or warrants which would have been
distributed to such holders had such warrants been exercised immediately prior
to the record date for such distribution.

         This subsection does not apply to Rights, Options or Convertible
Securities referred to in subsection (e) of this Section 3.

         (g) When De Minimis Adjustment May Be Deferred. No adjustment in the
Exercise Rate and Purchase Price need be made unless the adjustment would
require an increase or decrease of at least 1% in the Exercise Rate and Purchase
Price. Notwithstanding the foregoing, any adjustments that are not made shall be
carried forward and taken into account in any subsequent adjustment, provided
that no such adjustment shall be deferred beyond the date on which a Warrant is
exercised.

         All calculations under this Section 3 shall be made to the nearest cent
or to the nearest 1/100th of a share, as the case may be.



                                      -12-

<PAGE>

         (h) When No Adjustment Required. If an adjustment is made upon the
establishment of a record date for an issuance, sale or distribution subject to
subsection (a), (e) or (f) hereof and such issuance, sale or distribution is
subsequently cancelled or is not otherwise made, the Exercise Rate and/or
Purchase Price then in effect shall be readjusted, effective as of the date when
the board of directors of the Company determines to cancel such issuance, sale
or distribution or when it is otherwise evident that such issuance, sale or
distribution will not be so made, to that which would have been in effect if
such record date had not been fixed. If an adjustment would be required under
two or more of subsections (a), (e) and (f), such adjustments will be determined
without duplication.

         To the extent the Warrants become convertible into cash, no adjustment
need be made thereafter as to the amount of cash into which such Warrants are
exercisable. Interest will not accrue on the cash.

         (i) Notice of Adjustment. Whenever the Exercise Rate or Purchase Price
is adjusted, the Company shall provide the notices required by Section 13
hereof.

         (j) Voluntary Reduction. The Company from time to time may increase the
Exercise Rate or reduce the Purchase Price by any amount for any period of time
(including, without limitation, permanently) if the period is at least 20
Business Days.

         An increase of the Exercise Rate or reduction in the Purchase Price
under this subsection (h) (other than a permanent increase) does not change or
adjust the Exercise Rate otherwise in effect for purposes of subsections (a),
(b), (c) or (d) of this Section 3.

         (k) When Issuance or Payment May Be Deferred. In any case in which this
Section 3 shall require that an adjustment in the Exercise Rate or Purchase
Price be made effective as of a record date for a specified event, the Company
may elect to defer until the occurrence of such event (i) issuing to the Holder
of any Warrant exercised after such record date the Warrant Shares and other
capital stock of the Company, if any, issuable upon such exercise over and above
the Warrant Shares and other capital stock of the Company, if any, issuable upon
such exercise on the basis of the Exercise Rate prior to such adjustment, and
(ii) paying to such Holder any amount in cash in lieu of a fractional share
pursuant to Section 2.

         (l) Reorganizations. In case of any capital reorganization, other than
in the cases referred to in Section 3(a), (b) or (c) hereof and other than any
capital reorganization that does not result in any reclassification of the
outstanding shares of Common Stock into shares of other stock or other
securities or property, or the consolidation or merger of the Company with or
into another corporation (other than a merger or consolidation in which the
Company is the continuing corporation and which does not result in any
reclassification of the outstanding shares of Common Stock into shares of other
stock or other securities or property), or the sale of all or substantially all
of the assets of the Company (collectively such actions being hereinafter
referred to as "Reorganizations"), there shall thereafter be deliverable upon
exercise of any Warrant (in lieu of the number of shares of Common Stock
theretofore deliverable) the number of shares of stock or other securities or
property to which a holder of the number of shares of

                                      -13-

<PAGE>

Common Stock that would otherwise have been deliverable upon the exercise of
such Warrant would have been entitled upon such Reorganization if such Warrant
had been exercised in full immediately prior to such Reorganization. In case of
any Reorganization, appropriate adjustment, as determined in good faith by the
board of directors of the Company, whose determination shall be described in a
duly adopted resolution certified by the Company's Secretary or Assistant
Secretary, shall be made in the application of the provisions herein set forth
with respect to the rights and interests of Holders so that the provisions set
forth herein shall thereafter be applicable, as nearly as possible, in relation
to any such shares or other securities or property thereafter deliverable upon
exercise of Warrants.

         The Company shall not effect any such Reorganization unless prior to or
simultaneously with the consummation thereof the successor corporation (if other
than the Company) resulting from such Reorganization or the corporation or other
entity purchasing such assets shall (i) expressly assume, by a supplemental
warrant agreement or other acknowledgment the obligation to deliver to each such
Holder such shares of stock, securities or assets as, in accordance with the
foregoing provisions, such Holder may be entitled to purchase, and the due and
punctual performance and observance of each and every covenant, condition,
obligation and liability under this Agreement to be performed and observed by
the Company in the manner prescribed herein and (ii) if such Reorganization
takes place prior to consummation by the Company of all of its registration
obligations under the Registration Rights Agreement, enter into an agreement
providing to the Holders rights and benefits substantially similar to those
enjoyed by the Holders under the Registration Rights Agreement of even date
herewith.

         The foregoing provisions of this Section 3(l) shall apply to successive
Reorganization transactions.

         (m) Form of Warrants. Irrespective of any adjustments in the number or
kind of shares purchasable upon the exercise of the Warrants, Warrants
theretofore or thereafter issued may continue to express the same price and
number and kind of shares as are stated in the Warrants initially issuable
pursuant to this Agreement.

         4. FURTHER ASSURANCES. The Company will take all action that may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares, free from all taxes, liens and charges with
respect to the issue thereof, on the exercise of all or any portion of this
Warrant from time to time outstanding.

         5. NOTICES OF RECORD DATE, ETC. In the event of

         (a) any taking by the Company of a record of the holders of Common
Stock for the purpose of determining the holders thereof who are entitled to
receive any dividend on, or any right to subscribe for, purchase or otherwise
acquire any shares of stock of any class or any other securities or property, or
to receive any other right, or

         (b) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any transfer of all or
substantially all of the as-

                                      -14-

<PAGE>
sets of the Company to or consolidation, amalgamation or merger of the Company
with or into any other person, or

         (c) any voluntary or involuntary dissolution, liquidation or winding-up
of the Company,

then and in each such event the Company will mail or cause to be mailed to the
Holder, at least ten days prior to such record date, a notice specifying (i) the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation, amalgamation,
merger, dissolution, liquidation or winding-up is to take place, and the time,
if any is to be fixed, as of which the holders of record of shares of Common
Stock (or Other Securities) shall be entitled to exchange their shares of Common
Stock (or Other Securities) for securities or other property deliverable on such
reorganization, reclassification, recapitalization, transfer, consolidation,
amalgamation, merger, dissolution, liquidation or winding-up, and (iii) the
amount and character of any stock or other securities, or rights or options with
respect thereto, proposed to be issued or granted, the date of such proposed
issue or grant and the persons or class of persons to whom such proposed issue
or grant is to be offered or made. Such notice shall also state that the action
in question or the record date is subject to the effectiveness of a registration
statement under the Securities Act of 1933, as amended (the "Securities Act"),
or a favorable vote of shareholders if either is required. Such notice shall be
mailed at least ten days prior to the date specified in such notice on which any
such action is to be taken or the record date, whichever is earlier.

         6. RESERVATION OF SHARES, ETC., ISSUABLE ON EXERCISE OF WARRANTS. The
Company will at all times reserve and keep available out of its authorized but
unissued capital stock, solely for issuance and delivery on the exercise of this
Warrant, a sufficient number of shares of Common Stock (or Other Securities) to
effect the full exercise of this Warrant and the exercise, conversion or
exchange of any other warrant or security of the Company exercisable for,
convertible into, exchangeable for or otherwise entitling the holder to acquire
shares of Common Stock (or Other Securities), and if at any time the number of
authorized but unissued shares of Common Stock (or Other Securities) shall not
be sufficient to effect such exercise, conversion or exchange, the Company shall
take such action as may be necessary to increase its authorized but unissued
shares of Common Stock (or Other Securities) to such number as shall be
sufficient for such purposes.

         7. TRANSFER OF WARRANT. This Warrant may be transferred, in whole or in
part, only to Permitted Transferees. This Warrant shall inure to the benefit of
the successors to and permitted assigns of the Holder. This Warrant and all
rights hereunder, in whole or in part, are registrable at the office or agency
of the Company referred to below by the Holder hereof in person or by his duly
authorized attorney, upon surrender of this Warrant properly endorsed. In
addition, the Holder agrees not to transfer any shares of Common Stock issued
upon exercise of the Warrants until 180 days after the Issuance Date.

                                      -15-

<PAGE>

         8. REGISTER OF WARRANTS. The Company shall maintain, at the principal
office of the Company (or such other office as it may designate by notice to the
Holder hereof), a register in which the Company shall record the name and
address of the person in whose name this Warrant has been issued, as well as the
name and address of each successor and prior owner of such Warrant. The Company
shall be entitled to treat the person in whose name this Warrant is so
registered as the sole and absolute owner of this Warrant for all purposes.

         9. EXCHANGE OF WARRANT. This Warrant is exchangeable, upon the
surrender hereof by the Holder hereof at the office of the Company, for one or
more new Warrants of like tenor representing in the aggregate the right to
subscribe for and purchase the number of shares of Common Stock which may be
subscribed for and purchased hereunder, each of such new Warrants to represent
the right to subscribe for and purchase such number of shares as shall be
designated by said Holder hereof at the time of such surrender; provided,
however, that the Holder must surrender for exchange Warrants to purchase no
less than 5,000 shares at any one time.

         10. REPLACEMENT OF WARRANT. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         11. REMEDIES. The Company stipulates that the remedies at law of the
Holder in the event of any default or threatened default by the Company in the
performance of or compliance with any of the terms of this Warrant are not and
will not be adequate, and that such terms may be specifically enforced by a
decree or the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.

         12. NO RIGHTS OR LIABILITIES AS A SHAREHOLDER. This Warrant shall not
entitle the Holder hereof to any voting rights or other rights as a shareholder
of the Company. No provision of this Warrant, in the absence of affirmative
action by the Holder hereof to purchase shares of Common Stock, and no mere
enumeration herein of the rights or privileges of the Holder hereof, shall give
rise to any liability of the Holder for the Purchase Price or as a shareholder
of the Company, whether such liability is asserted by the Company or by
creditors of the Company.

         13. NOTICES, ETC. All notices and other communications from the Company
to the registered Holder shall be sent by overnight courier or mailed by first
class certified mail, postage prepaid, at such address as may have been
furnished to the Company in writing by the Holder or at the address shown for
the Holder on the register of Warrants referred to in Section 8.

         14. TRANSFER RESTRICTIONS. This Warrant may only be transferred as
provided in Section 7. In addition, by acceptance of this Warrant, the Holder
represents to the Company

                                      -16-

<PAGE>

that the Holder is an "accredited investor" within the meaning of Rule 502 under
the Securities Act and that this Warrant is being acquired for the Holder's own
account and for the purpose of investment and not with a view to, or for sale in
connection with, the distribution thereof, nor with any present intention of
distributing or selling this Warrant or the shares of Common Stock issuable upon
exercise of the Warrant. The Holder acknowledges and agrees that this Warrant
and, except as otherwise provided in the Registration Rights Agreement, the
shares of Common Stock issuable upon exercise of this Warrant (if any) have not
been (and at the time of acquisition by the Holder, will not have been or will
not be), registered under the Securities Act or under the securities laws of any
state, in reliance upon certain exemptive provisions of such statutes. The
Holder further recognizes and acknowledges that because this Warrant and, except
as provided in the Registration Rights Agreement, the shares of Common Stock
issuable upon exercise of this Warrant (if any) are unregistered, they may not
be eligible for resale, and may only be resold or otherwise transferred in the
future pursuant to an effective registration statement under the Securities Act
and any applicable state securities laws, or pursuant to a valid exemption from
such registration requirements. Unless the shares of Common Stock issuable upon
exercise of this Warrant have theretofore been registered for resale under the
Securities Act, the Company may require, as a condition to the issuance of
shares of Common Stock upon the exercise of this Warrant in the case of an
exercise in accordance with Section 1.1 hereof, a confirmation as of the date of
exercise of the Holder's representations pursuant to this Section 14.

         15. PREEMPTIVE RIGHTS. In the event that the Company seeks to sell
privately placed, or any other newly issued, other than public offerings of any
registered equity Securities of the Company ("New Issuance Securities"), each
Holder of a Warrant shall be entitled to acquire, at the proposed offering price
of such New Issuance Securities, that number of New Issuance Securities equal to
the aggregate number of New Issuance Securities proposed to be so offered
multiplied by a fraction, the numerator of which shall be the number of shares
of Common Stock into which the Warrant held by such Holder shall yield upon
exercise if such Warrant were exercised on the issue date of such New Issuance
Securities and the denominator of which shall be the aggregate number of shares
of Common Stock issued and outstanding of the Company on the issue date of such
New Issuance Securities, on a Fully Diluted basis. In connection with any
proposed issuance of such New Issuance Securities, the Company shall give to
each Holder the same information about the Company, its business and such
issuance and the same notice of its intention to effect such issuance as given
to the other prospective purchasers in such transaction, specifying in such
notice the number of New Issuance Securities to be sold, and the proposed
offering price per New Issuance Securities. Each Holder shall have the right,
exercisable concurrently with purchases by other purchasers, to elect to
purchase up to the maximum number of New Issuance Securities to which such
holder is entitled to acquire hereunder with such purchase being effected by
such holder's payment to the Company by wire transfer of immediately available
funds, an amount equal to the number of New Issuance Securities to be purchased
by such Holder, multiplied by the offering price per New Issuance Security
against delivery of certificates evidencing the number of New Issuance
Securities so acquired, which will be issued in the name of such Holder. To the
extent any New Issuance Securities proposed to be sold shall not have been
subscribed to by an existing Holder, the Company shall be free thereafter to
sell such New Issuance Securities by way of a private placement, or similar
offering, at an offering price

                                      -17-

<PAGE>

per New Issuance Security not less than that set forth in the notice to the
Holders. The preemptive rights established by this Section 9(J) shall have no
application to any of the following New Issuance Securities: (i) Common Stock
Equivalents issued to employees, officers or directors of, or consultants or
advisors to the Company or any of its subsidiaries, pursuant to stock purchase
or stock option plans or other arrangements that are approved by the Board of
Directors of the Company for the purpose of compensation or similar payment in
connection with employment or services rendered to the Company or its
Subsidiaries; (ii) Shares of Common Stock issued upon exercise of any Common
Stock Equivalents outstanding on the date hereof; (iii) any New Issuance
Securities issued for consideration other than cash pursuant to a merger,
consolidation, acquisition or similar business combination approved by the Board
of Directors of the Company; (iv) Common Stock or Common Stock Equivalents
issued in connection with any stock split, stock dividend or recapitalization by
the Company; (v) any New Issuance Securities that are issued by the Company
pursuant to an underwritten public offering; (vi) any securities issued to
financial institutions or lessors in connection with commercial credit
arrangements or equipment financings approved by the Board of Directors of the
Company; (vii) Common Stock issued in the Equity Infusion; and (viii) shares of
the Company's Series B Preferred Stock issued on the date hereof.

         16. LEGEND. Unless theretofore registered for resale under the
Securities Act, each certificate for shares issued upon exercise of this Warrant
shall bear the following legend:

         The securities represented by this certificate have not been registered
         under the Securities Act of 1933, as amended. The securities have been
         acquired for investment and may not be resold, transferred or assigned
         in the absence of an effective registration statement for the
         securities under the Securities Act of 1933, as amended, or an opinion
         of counsel that registration is not required under said Act.

         17. MISCELLANEOUS. This Warrant and any terms hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the internal laws of the State of New York. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.

                                      -18-

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
on its behalf by one of its officers thereunto duly authorized.

Dated:  May 12, 2003

                               WOMEN FIRST HEALTHCARE, INC.

                               By:            /s/ CHARLES M. CAPORALE
                                    ------------------------------------------
                                    Name:     Charles M. Caporale
                                    Title:    Vice President, Chief Financial
                                              Officer, Secretary and Treasurer

                                      -19-

<PAGE>

                              FORM OF SUBSCRIPTION

                          WOMEN FIRST HEALTHCARE, INC.

                   (To be signed only on exercise of Warrant)

TO: ________________,
    as Exercise Agent

         1. The undersigned Holder of the attached original, executed Warrant
hereby elects to exercise its purchase right under such Warrant with respect to
____________ shares of Common Stock, as defined in the Warrant, of Women First
HealthCare, Inc., a Delaware corporation (the "Company").

         2.       The undersigned Holder (check one):

         (a)      elects to pay the aggregate purchase price for such shares
                  of Common Stock (the "Exercise Shares") (i) by lawful money of
                  the United States or the enclosed certified or official bank
                  check payable in United States dollars to the order of the
                  Company in the amount of $_________, or (ii) by wire transfer
                  of United States funds to the account of the Company in the
                  amount of $___________, which transfer has been made before or
                  simultaneously with the delivery of this Form of Subscription
                  pursuant to the instructions of the Company;

         or

         (b)      elects to receive shares of Common Stock having a value equal
                  to the value of the Warrant calculated in accordance with
                  Section 1.2 of the Warrant.

         3. Please issue a share certificate or certificates representing the
appropriate number of shares of Common Stock in the name of the undersigned or
in such other names as is specified below:

       Name:    ____________________

       Address: ____________________

                ____________________


Dated:  _____________________         __________________________________________
                                      (Signature must conform to name of Holder
                                       as specified on the face of the Warrant)

                                      Name:    _________________________________

                                      Address: _________________________________



                                      S-1
<PAGE>

Schedule to Exhibit 10.4
<TABLE>
<CAPTION>

Warrant Number            Warrant Holder                              Number of Shares
--------------            --------------                              ----------------
<S>                       <C>                                         <C>
W-1                       Whitney Private Debt Fund                            535,800
W-2                       J.H. Whitney Mezzanine Fund, L.P.                    535,800
W-3                       CIBC WMC, Inc.                                       928,400
</TABLE>

                                      S-2