EXCLUSIVE DISTRIBUTION AGREEMENT


THIS  AGREEMENT  is  made  the  18th  day  of  December,  2001
----  ---------


BETWEEN
-------


          THE  FEMALE  HEALTH  COMPANY,  a company organized under the
          laws of the State of Wisconsin, having its place of business
          at  875  North  Michigan  Ave, Suite 3660, Chicago, Illinois
          60611  (hereinafter  referred  to  as  "FHC");  and

          TOTAL ACCESS GROUP, INC., a company organized under the laws
          of  the State of California, having its principal offices at
          20322  Valencia  Circle,  Lake  Forest,  California  92630
          (hereinafter  referred  to  as  "TAG")

                                   WITNESSETH:

WHEREAS,  FHC  and  TAG  wish  to  enter into an Agreement whereby TAG gains the
exclusive  right  to  market  and  sell  FHC's product listed in Appendix A (the
"Product")  to  the  Public  Sector  within  the  fifteen  (15) States listed in
Appendix  B  (the  "Territory");

WHEREAS,  TAG  possesses  an  organization to market and sell and distribute the
Product  in  the  Territory.

NOW  THEREFORE,  in  consideration  of  the mutual covenants and obligations set
forth  herein,  the  parties  hereto have agreed and do hereby agree as follows:


IT  IS  HEREBY  AGREED
--  --  ------  ------


1.     APPOINTMENT
       -----------

1.01 Effective as of December 18, 2001 (the "Effective Date") and subject to the
     terms  and  conditions  of this Agreement, FHC appoints TAG as its sole and
     exclusive  distributor  of  the Product, labeled as fc female condom(R), in
     the  Territory,  for sales to the Public Sector in the Territory, including
     city,  county  and  state  agencies,  not-for-profit agencies and community
     based  organizations  receiving  public  funding based within the Territory
     (the  "Distributed  Product"),  but excluding sales to drug, food, grocery,
     natural  products,  adult  market,  retail  military,  electronic/internet
     commerce,  and  mass  merchandisers,  and TAG accepts this appointment. TAG
     acknowledges  that  Mayer  Laboratories,  Inc.  is  FHC's current appointed
     exclusive  distributor  for  the Product outside the Public Sector, and TAG
     represents  that  it shall not engage in any activities that would infringe
     on  such  appointment.


<PAGE>
1.02 Subject to Section 1.01, FHC agrees to refer to TAG all inquiries, original
     correspondence  and  orders  received  by  FHC  during  the  period of this
     Agreement,  directly  or  indirectly,  pertaining  to sales or the possible
     distribution of Distributed Product in the Territory so long as TAG remains
     sole  and  exclusive  distributor  of  the  Product  in  the  Territory.

1.03 Subject  to  Section  9.01,  TAG shall purchase all its requirements of the
     Distributed  Product  from FHC or its designated Affiliate. "Affiliate(s)",
     as  to  either  party,  means  any  legal  entity  directly  or  indirectly
     controlling,  controlled  by  or  under common control with a party to this
     Agreement,  and  for  purposes of this definition, "control" shall mean the
     power  to  direct  or  cause direction of the management and policies of an
     entity.

1.04 TAG  shall  commence  actual sale and distribution of the Product as of the
     Effective  Date.


3.     TERM
       ----

3.01 This  Agreement shall be for an initial period of three (3) years following
     the  Effective  Date  and  shall  continue  thereafter  (subject to earlier
     termination  under  Sections 6.01(b) and 20.01 below) for an additional one
     (1)  year  period  (during  which  time the parties shall negotiate in good
     faith  an  additional renewal term(s) and applicable purchase price for the
     Product),  unless  and  until  terminated (i) by either party giving to the
     other not less than ninety (90) days written notice prior to the end of the
     initial  term or any renewal or (ii) by a successor to substantially all of
     the  assets  of FHC or the conduct of the business of FHC in the Territory.


4.     MARKETING  SUPPORT
       ---------  -------

4.01 TAG  shall  at  its  own  expense  and at all times during the term of this
     Agreement  actively  promote  and  endeavor  to  increase  sales  of  the
     Distributed  Product  throughout  the  Territory  to  all  agencies  and
     organizations  potentially  relevant  to the Distributed Product, including
     the  activities described in the Plan Summary for the Marketing and Sale of
     the  Product  attached  as  Appendix  D.

4.02 TAG  shall:

     (a)  In addition to its obligations in Section 15.01 below, submit to FHC a
          monthly  and  quarterly  sales  reports;

     (b)  employ such numbers of staff having such qualifications and experience
          as  may  be necessary to enable TAG to carry out its obligations under
          this  Agreement;  and

     (c)  establish  and  maintain  adequate  sales,  education  and  marketing
          systems.



                                        2
<PAGE>
5.     ADVERTISING  &  PROMOTION
       -------------------------

5.01 Without  affecting  TAG's  freedom  to select the prices at which and other
     terms  on  which  the  Product  is  sold, TAG shall consult with FHC before
     publishing advertising or promotional material of the Product which has not
     already  been  reviewed  by  FHC.

5.02 TAG shall provide FHC with five copies of each item of promotional material
     referred  to  in  Section  5.01  above  upon  its  production.

5.03 In  the  event  of  any  action either on the part of governmental or other
     authorities, "activists", consumer groups, lawyers, competitors, members of
     the  public,  physicians or institutions - alleging inappropriate, unlawful
     or  unsubstantiated  statements in any text prepared or suggested by FHC in
     relation  to the Product, either in leaflets, sales manuals, promotional or
     packaging  material  or  the like, TAG shall refrain from entering into any
     correspondence,  defense,  polemics,  discussion  or  admission, except for
     acknowledging  receipt  and reporting to FHC within 7 days for negotiation,
     unless  in  the  reasonable  opinion  of TAG it is necessary for it to take
     immediate action in order to prevent damage being done to the reputation of
     the  Product  in  the  Territory  and  in  such  circumstances FHC shall be
     immediately informed of the allegations raised and the manner in which they
     have  been  dealt  with  by  TAG.


6.     STOCK  &  MINIMUM  PURCHASES
       ----------------------------

6.01 Following  the  Effective  Date:

     (a)  TAG  shall maintain a minimum stock of Distributed Product, which will
          be  no less than an amount sufficient in TAG's reasonable judgement to
          meet  customer  requirements.

     (b)  To  maintain this Exclusive Distribution Agreement, during the initial
          thirty-six  (36)  month  term, TAG shall purchase from FHC two million
          one  hundred ninety thousand (2,190,000) Units (a "Unit" consisting of
          one  (1)  Product,  regardless  of  packaging). The minimum commitment
          utilizes  2001 fiscal year Unit sales in the Territory of five hundred
          two  thousand Units (502,000) as a basis. Minimum purchases in each of
          the first two twelve-month periods are five hundred two thousand Units
          (502,000).  The  third twelve-month period will be sufficient quantity
          to  reach  a  total  of  two million one hundred ninety thousand Units
          (2,190,000)  during  the  initial  thirty-six  month  term.

     (c)  FHC  shall  deliver Distributed Product to, and TAG shall take receipt
          of  Distributed  Product  at,  TAG's facility at the address first set
          forth  above,  upon  the  terms  contained  in  Section  9  below.


                                        3
<PAGE>
     (d)  On and after the Effective Date, TAG shall be responsible for handling
          and  accept  returns  of Distributed Product from customers within the
          Territory.


7.     COMPETING  PRODUCTS
       -------------------

7.01 During  the term of this Agreement and any renewal thereof, neither TAG nor
     any  of  its  Affiliates shall market or sell in the Territory any products
     that  compete  with  the  Product, which in this context is defined as: any
     other  female  condom.

7.02 TAG represents that its present product range does not include any products
     that  may  compete  with  the  Distributed  Product  in  terms of the above
     definition.


8.     FORECASTS  AND  ORDERS
       ---------  ---  ------

8.01 TAG  shall  submit  in  writing  to  FHC:

     (a)  firm  orders  for  the  Distributed  Product to be supplied within the
          three months following the month in which the order is submitted which
          order  shall  specify  the  date  on  which  delivery of such order is
          required;  and

     (b)  forecasts  of  its  requirements  for  the  Distributed  Product to be
          supplied  during  the  six  months  periods  thereafter.

8.02 All  orders for the sale of the Distributed Product to TAG shall be subject
     to  the  terms of this Agreement and to FHC's standard terms and conditions
     of sale from time to time in force, and no terms of TAG shall apply or have
     any  effect,  whether such terms appear on a written order or otherwise. In
     the  case  of any inconsistency between FHC's standard terms and conditions
     and  this  Agreement,  the  terms  of  this  Agreement  shall  prevail.


9.     PRICES
       ------

9.01 During  the  term  of  this  Agreement  and  any renewal thereof, TAG shall
     purchase  its  requirements  of  the  Distributed  Product  from  FHC.  The
     Distributed  Product  supplied by FHC shall bear FHC's trademark, fc female
     condom  or  any  future  trademark  approved  by  the parties, and shall be
     supplied  to  TAG  at  the  price  between  eighty-five  cents  ($0.85) and
     eighty-eight  cents  ($0.88)  per  Unit.  The  price  range  is  based  on:

     (a)  2%  discount  for  payments  made  within 10 days of shipment ($0.88).

     (b)  Accepting  1,000 loose bulk packs and 2% discount or purchasing at the
          rate  of a half container (270,000 Units) and a 2% discount ($0.8655).


                                        4
<PAGE>
     (c)  Purchasing  at  the  rate of at least a half container (270,000 Units)
          directly  from  FHC's  manufacturing facility, 2% discount, 1000 loose
          bulk  packs  ($0.85).

9.02 Subject  to  Section  9.01, TAG shall provide payment no later than 30-days
     from  the  date  of  invoice.

10.     DELIVERY
        --------

10.01 Delivery of the Distributed Product must be acknowledged by TAG by signing
      the  receipt  of  FHC,  its  Affiliate or the carrier, as the case may be.

10.02 TAG  must  notify  FHC,  within  30  days:

     (a)  of  the  date  of delivery of any short delivery or any other apparent
          loss  or  damage  to  the  Distributed  Product;  and

     (b)  if  delivery  is  delayed  beyond  the  expected  date  of  delivery.

     In  the  absence  of  such  notice,  the  Distributed  Product  shall  be
     conclusively  deemed  to  have  been  delivered.

10.03 TAG shall not be entitled to refuse to accept a delivery by reason only of
      short  or  excess  delivery  unless  the  delivery  is less than 90% of or
      exceeds  110%  of  the  volume  of  the  Distributed  Product  ordered.


11.     RISK  AND  PROPERTY
        -------------------

11.01 Risk  shall  pass  to  TAG  upon  receipt  of  the Distributed Product in
      accordance  with  Section  6.01(c)  of  this  Agreement.

11.02 Title  to  the  Distributed shall remain with FHC or its Affiliate, as the
      case  may  be, until such time as payment in full has been made by TAG for
      the Distributed Product together with any other sums payable in respect of
      the  Distributed  Product. TAG acknowledges that until such time, it is in
      possession  of  the  Product  solely  as  bailee  and that the Distributed
      Product  is  held  at  TAG's  risk.

11.03 At  all  times  during which the Distributed Product is held at TAG's risk
      TAG, shall keep all such Distributed Product fully insured in its own name
      and at its own cost against all risk. Such insurance shall be for the full
      replacement  value of the Distributed Product free from any restriction or
      excess.



                                        5
<PAGE>
12.     STORAGE  AND  OUT  OF  CONDITION  PRODUCTS
        ------------------------------------------

12.01 TAG  shall store and transport the Distributed Product in conditions which
      will  preserve  the  Distributed  Product  in  good  condition,  including

     (a)  warehousing  and  product  shipment  operations  for  all  Distributed
          Product;

     (b)  generate  periodic  reports  in  compliance  with  Section  15, report
          formats  to  be  developed to the specifications of FHC in cooperation
          with  TAG,  together with such additional reports as may be reasonably
          requested  by  FHC;  and

     (c)  maintain  complete records of all Product lots and shipped/destination
          of  Product  by  lot  number;


12.02 TAG  shall  not  sell  any  of  the  Distributed  Product  which is out of
      condition, or beyond the expiration date, for any reason. For this purpose
      "out  of  condition"  means  Product  (including  packaging) which:-

     (a)  FHC  or FHC has informed TAG it would not regard as being saleable; or

     (b)  has  been  damaged  or  has  deteriorated.

12.03 If Distributed Product in the possession of, under the control of, or sold
      by  TAG  is  or  becomes out of condition, TAG shall, if requested by FHC,
      give  all  reasonable assistance to FHC in locating and recovering the out
      of  condition  Product and preventing its sale to third parties. TAG shall
      comply  with  any Product hold or Product recall requirements practiced by
      FHC  and  FHC(UK).  With  regard to the foregoing, the Distributed Product
      supplied by FHC or its Affiliate shall include the batch number and expiry
      date,  or such similar designations for Distributed Product identification
      as  may  be  appropriate.

12.04 All  action  by  TAG pursuant to this Section 12 shall be taken at its own
      expense  except  in relation to Distributed Product that has been recalled
      by  FHC,  and  except  for  any  and all shipping costs incurred by TAG in
      relation  to  Distributed  Product  which is defective under the rules and
      regulations  of  the  US  Food  and  Drug  Administration.


13.     COMPLIANCE  WITH  LAWS
        ----------  ----  ----

13.01 TAG  shall  comply  with  (and  keep FHC fully informed of) all applicable
      laws,  regulations (including but not limited to the regulations of the US
      Food  and Drug Administration), industry standards, Codes of Practice, and
      other  voluntary  controls,  concerning  the  Distributed  Product  in the
      Territory  and  any  changes therein, including, but without affecting the
      general  nature  of  this  provision,  obtaining  at  its  own expense any
      license,  permission  or  registration  of whatever nature relating to the
      importation,  marketing,  sale  and use of the Distributed Product by TAG.


                                        6
<PAGE>
13.02 FHC  shall  have  the  right,  upon  reasonable  notice  and during normal
      business  hours,  to inspect the facilities and records of TAG relating to
      the Distributed Product to assure compliance with the terms and conditions
      of  this  Agreement.


14.     PRODUCT  LIABILITY  AND  PRODUCT  REPLACEMENT
        -------  ---------  ---  -------  -----------

14.01 FHC(UK)  shall  replace  any  Distributed Product that is delivered to TAG
      that:

     (a)  is  not  in  a  saleable  condition  or

     (b)  is  out  of condition (in accordance with the meaning given thereto in
          Section  12.02  above)  or  beyond  expiration  date,

     and  is so notified by TAG to FHC(UK) within ninety (90) days following the
     date  of  delivery,  or

     (c)  is  defective  Product  under the rules and regulations of the US Food
          and  Drug  Administration,  and  such  defect is not the result of any
          action  or  negligence  on  the  part  of  TAG.

14.02 TAG  agrees  to  indemnify and hold harmless FHC, its associated companies
      and  its  respective directors, officers and employees against any and all
      claims,  demands,  proceedings,  losses,  costs  and expenses which may be
      brought  against,  suffered  or incurred by FHC or its or their respective
      directors,  officers  and employees, in consequence of any error, mistake,
      negligence,  or  breach under this Agreement, on the part of TAG or any of
      its  employees  or  agents.

14.03 FHC  agrees  to  indemnify and hold harmless TAG, its associated companies
      and  its  respective directors, officers and employees against any and all
      claims,  demands,  proceedings,  losses,  costs  and expenses which may be
      brought  against, suffered or incurred by TAG or its respective directors,
      officers  and  employees in consequence of any error, mistake, negligence,
      or breach under this Agreement, on the part of FHC or any of its employees
      or  agents.

14.04 Without  prejudice  to Sections 14.01 and 14.03 above, FHC's obligation to
      replace  Distributed  Product  as  described  in Section 14.01 above shall
      constitute  the  full  extent  of  FHC's  or  its Affiliate's liability in
      respect  of  any  loss  or  damage  sustained by TAG for defective Product
      except  for  direct  costs incurred by TAG caused by FHC's negligence. FHC
      and  its  Affiliates  shall  not  be  liable for any consequential loss or
      damages,  including  but  not  limited  to any loss of business or profit,
      arising  out  of  or  in  connection  with  any  act  or  omission of FHC.


                                        7
<PAGE>
14.05 FHC  and  TAG agree that these provisions are fair and reasonable and that
      the  most suitable method of dealing with any greater loss or damage which
      may  be  incurred  by  them  is by taking out, in their names and at their
      expense,  such  insurance  policies  as  they  consider  appropriate  the
      particulars  of  which  shall  be  notified  in  writing  to the other for
      inclusion  as Appendix E hereto but in any event without further recourse.
      Such  insurance  shall  be in form and substance satisfactory to the other
      party.

14.06 In the event of a claim or demand being brought against either party, such
      party  shall  immediately  notify  the  other  party thereof and the party
      responsibility  hereunder  shall  forthwith  at  its  own cost handle such
      claim.  The  party  giving  notice hereunder shall provide the responsible
      party  with  such  assistance  as  it  may  reasonably  require.


15.     RECORDS,  REPORTING  AND  ACCESS  WITH  RESPECT  TO  THE  TERRITORY
        --------  ---------  ---  ------  ----  -------  --  ---  ---------

15.01 TAG  shall  provide  FHC  within  the  first  fifteen  days following each
      semi-annual  period following the Effective Date with such records and any
      other  information as FHC may reasonably require concerning its activities
      during  the  previous  six  months  and  for  the  six  months thereafter,
      including  a brief description of the general market conditions within the
      Territory  and  of TAG's advertising, educational outreach and promotional
      activities  for  the  forthcoming  six  months  period.

15.02 TAG  shall  provide  FHC  with  the  following records with respect to the
      Territory:

     (a)  A  quarterly  and annual physical inventory report (by the fifth (5th)
          day  following  the  end  of  each  calendar  quarter  and  year;

     (b)  detailed  monthly  sales  report  by  number  of  Units;  and

     (c)  semi-annual  report  of  returned  Product;

15.03 TAG  and  FHC  shall  report  to  the  other  (attention President) within
      forty-eight  (48)  hours  of  receipt  any  serious  adverse reactions (as
      defined by the US Food and Drug Administration) from consumers or  medical
      professionals  regarding  the  Product in order that FHC TAG may determine
      how  to  deal  with  the matter. TAG and FHC shall report to the other any
      other  medical  device reactions or adverse drug reactions within fourteen
      (14)  days  of  receipt  thereof , whether occurring within or outside the
      Territory.  TAG  shall  maintain record keeping in compliance with US Food
      and Drug Administration regulations and definitions. FHC shall oversee and
      provide  reporting  and communications as required by the US Food and Drug
      Administration.


                                        8
<PAGE>
15.04 FHC  shall provide TAG with educational outreach and marketing information
      regarding the Product outside the Territory that it may receive from third
      parties  from  time  to  time  and  which  FHC believes may be relevant or
      helpful  to  TAG.

16.     CONFIDENTIALITY
        ---------------

16.01 FHC and TAG agree that any and all information emanating from the other or
      any  of  their  respective  associated  companies  and  not publicly known
      (including  public  information  in  a  compilation  which is not publicly
      known)  but  not  including,

     (a)  information  that,  at  the  time  of  disclosure,  is publicly known,

     (b)  information  that, after disclosure, becomes publicly known other than
          as  a  result  of  a  breach  of  this  Agreement,

     (c)  information  that  the recipient can show was known to it prior to the
          disclosure,  and

     (d)  information  that  the  recipient  can  show was made known to it by a
          third  party  who  was  entitled  to  do so and who did not impose any
          obligation  of  confidentiality  or  restricted  use,

     is  confidential  and proprietary to the party from whom it has emanated or
     its  associated  companies,  as  the  case  may  be.

16.02 FHC  and  TAG  agree that they will not during or after the termination of
      this  Agreement  use  or  disclose  for  any unauthorized purpose any such
      confidential  information. FHC and TAG each accept full responsibility for
      any unauthorized use or disclosure of the other's confidential information
      by it or persons to whom it has disclosed the information, however caused.


17.     TRADEMARK
        ---------

17.01 FHC  is  the  proprietor  of the trademark described in Appendix C to this
      Agreement  and/or  its  substitutes  (the  "Trademark")  under  which the
      Distributed  Product  is  to  be  marketed  by  TAG.

17.02 TAG  shall  not  sell the Distributed Product under any other name or mark
      than  the  marks  used  or  approved by FHC in relation to the Product nor
      remove  or  obliterate  those names or marks from the Product nor make any
      other  alteration  to  the  Product,  its  packaging  or  its  labeling.

17.03 FHC  reserves all its rights in the Trademark but hereby grants to TAG the
      exclusive right during the term of this Agreement to use the Trademark, or
      any future trademark agreed by the parties, in the Territory in connection
      with the promotion and marketing of the Distributed Product under Sections
      4  and  5  of  this  Agreement.


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<PAGE>
17.04 The  use of the Trademark by TAG shall at all times be in keeping with and
      maintain  its  distinctiveness and reputation as determined by FHC and TAG
      shall  immediately  cease  any  use  not  consistent  therewith  upon the
      reasonable  direction  of  FHC  in  that  respect.

17.05 TAG  shall  not  use  any  mark  which can be reasonably expected to cause
      confusion with the Trademark in its own corporate name or trading style on
      any  product  whatsoever. This obligation shall survive the termination or
      expiry  of  this  Agreement  and  any  extensions  thereof.


18.     INTELLECTUAL  PROPERTY
        ------------  --------

18.01 Nothing  in  this Agreement shall entitle TAG to any rights in (other than
      the  rights  contained  in  Sections  17.03  of  this Agreement) or to any
      Intellectual  Property  Right (as defined below) owned, controlled or used
      by  FHC or any of its associated companies. All such rights, together with
      all  associated goodwill, are and shall remain the sole property of FHC or
      its  associated  companies  as  the  case  may  be.

18.02 TAG  shall  take  all steps which FHC may from time to time consider to be
      necessary  to  perfect  or  protect  FHC's  Intellectual  Property  Rights
      including  (but  without  limitation) carrying out any act FHC requires in
      connection  with  any  registration  and  FHC shall reimburse TAG with any
      disbursements  in connection herewith reasonably incurred by it with FHC's
      prior  written  approval.

18.03 TAG  shall  inform FHC promptly of any potential or actual infringement of
      any of FHC's Intellectual Property Rights and shall provide all assistance
      and  information  required by FHC in connection with any such infringement
      and  shall,  if  FHC  so  requests, join in any court or other proceedings
      relating  to  such  infringement.  FHC  shall  reimburse any disbursements
      reasonably incurred by TAG in connection herewith with FHC's prior written
      approval.

18.04 In  this  Agreement,  "Intellectual  Property Rights" include, but are not
      limited to, any copyright, patent, registered design, unregistered design,
      logo, know-how, the Trademark and any other trademark, trade name or other
      designation,  or  get-up  and  any similar rights in any part of the world
      owned or used by FHC or any of its associated companies. Nothing contained
      in  this  Agreement shall in any manner be deemed to require FHC or any of
      its  associated  companies  to take any action with respect to, defend, or
      maintain,  any  Intellectual  Property  Rights.


19.     FORCE  MAJEURE
        -----  -------

19.01 Neither  party  shall  be  liable  for  any failure to fulfill or delay in
      fulfilling  any  of  its  obligations  under this Agreement (other than an
      obligation  to  pay  monies)  caused  by  any  circumstances  beyond  its
      reasonable  control,  including  but  not  limited  to  war,  riot,  civil
      commotion,  accident,  fire,  flood,  Act  of  God,  strike,  lock-out  or

                                       10
<PAGE>
      other  industrial  dispute (whether affecting FHC's own employees or those
      of  TAG),  legislative or administrative interference, inability to obtain
      raw  materials,  provided that if the period of default continues for more
      than 6 months the other party shall be entitled to terminate the Agreement
      forthwith  by  notice  in  writing.


20.     TERMINATION
        -----------

20.01 In  addition  to  Section  3.01,  this  Agreement  may  be  terminated:

     (a)  by  FHC  or TAG if the other is in material breach of any term of this
          Agreement,  or  of  an  individual  contract  for  the purchase of the
          Product,  and  the defaulting party fails to remedy such breach within
          30  days  of receipt of written notification requiring it to do so; or

     (b)  by  FHC  if  TAG  enters  into  or  proposes  voluntary arrangement or
          composition  with  its  creditors or reconstruction of its debts or if
          its  directors  make  a declaration of insolvency for the purpose of a
          members  voluntary  winding  up,  or if notice is given of a creditors
          winding  up, or if a special resolution is passed that TAG be wound up
          by  the court, or if an administrative or other receiver is appointed,
          or  if  the  court  makes an administration order or order that TAG be
          wound up by the court, or if TAG ceases to carry on its business or is
          unable  to  pay  its  debt,  or.

     (c)  by  FHC if there is any material change in the beneficial ownership of
          TAG  which FHC considers to be detrimental to its interests, or by TAG
          if  there  is  any  material change in the beneficial ownership of FHC
          which  TAG  considers  to  be  detrimental  to  its  interests.

20.03 Termination of this Agreement shall not affect the continuing validity and
      enforceability  of  Sections  14,  16,  17,  18  and  21.


21.     CONSEQUENCES  OF  TERMINATION
        ------------  --  -----------

21.01 Upon  termination  of  this  Agreement  for whatever reason or its expiry:

     (a)  TAG's  authority  to sell Distributed Product which have not been paid
          for,  if  applicable,  shall  cease,  and  all  such Product and other
          property  of  FHC  or  its associated companies in TAG's possession or
          control  shall,  at FHC's request (upon which FHC shall be responsible
          for any applicable shipping costs), be immediately delivered to FHC or
          its designee (or at FHC's option, made available for collection by it,
          for  which  purpose  FHC's  representatives  are granted access to any
          place  where such Product may be) and all monies owed by TAG to FHC or
          its  Affiliates,  as  the  case  may  be,  in  respect of those of the
          Distributed  Product not paid for, if applicable, but sold or supplied
          by TAG prior to the withdrawal of TAG's authority shall immediately be
          paid  to  FHC;


                                       11
<PAGE>
     (b)  any  or  all  stocks  of  Product  or advertising material in saleable
          condition  owned  by  TAG  may at FHC's option (exercisable by written
          notice)  be repurchased by FHC or its nominee within 30 days of notice
          of  termination  at  landed  cost price, failing which TAG shall be at
          liberty  to  sell  the  same;

     (c)  TAG  shall  cease  to  represent  in  any way that it is an authorized
          distributor  of  the  Product  and shall return to FHC all advertising
          material,  customer  records  and  all  other  documents  as  well  as
          demonstration  equipment  belonging  to  FHC  and  shall  not make any
          further  use of any of FHC's or its associated companies' Intellectual
          Property  Rights;

     (d)  TAG  shall  use  its best endeavors to provide FHC with the historical
          data  of  those customers provided to TAG by FHC (including such other
          customers  within  the  Territory to whom TAG has sold the Product, if
          TAG  shall  have  caused  the  termination of this Agreement) and will
          inform all of their female condom customers of the termination of this
          Agreement  howsoever  occasioned;

     (e)  TAG  shall  assign to FHC within 30 days of notice of termination free
          of charge all approvals, consents, registrations and licenses (if any)
          relating  to  the  marketing  and  sale of the Product and execute all
          documents  and  do  all things necessary to ensure that FHC shall have
          the  benefit  of such approvals, consents, registrations and licenses;
          and

     (f)  Within  15 days following notice of termination, TAG and FHC will meet
          to  agree  upon  all  procedures,  options and obligations outlined in
          Section  21.  At  such  meeting the parties shall determine guidelines
          regarding  the  release  and  content of communication relating to the
          termination  and the effects hereof to any third person. From the time
          of  such meeting, FHC shall be free to contact any customer of TAG and
          TAG  shall  use its best endeavors to assist FHC in arranging contacts
          with  any  such  person  concerned.


22.     RELATIONSHIP  OF  THE  PARTIES
        ------------  --  ---  -------

22.01 FHC  and  TAG  agree  that  the relationship between them shall be that of
      independent contractor. TAG shall not assume any obligations, nor make any
      representations,  on  behalf  of  FHC or its associated companies nor bind
      them  in  any manner whatsoever. TAG is not the agent or partner of FHC or
      its  associated  companies.  Nothing  in this Agreement shall affect TAG's
      freedom  to  select  the  prices  at,  and  terms on which, it resells the
      Distributed  Product.



                                       12
<PAGE>
23.     ASSIGNMENT
        ----------

23.01 TAG  may  not  assign  in  whole  or  in part any of its rights under this
      Agreement  or  any  rights  arising  from  any individual contract for the
      purchase  of  the  Distributed  Product.

23.02 FHC  shall  be  entitled  to  assign  its rights under this Agreement to a
      successor  to substantially all of the assets of FHC or the conduct of the
      business  of  FHC  in  the  Territory  without  the  prior consent of TAG.

      Any assignment by FHC shall be subject to the terms and conditions of this
      Agreement.



24.     NOTICES
        -------

24.01 Notices  shall  be  in  writing  sent  to  FHC and TAG at their respective
      addresses first set forth above, or to such other address as may from time
      to time (by notice to the other party) be designated, and notices shall be
      deemed  to  have  been  duly  given;

     (a)  on  the  date  of  delivery  if  delivered  by  hand;

     (b)  by  facsimile  transmission,  (FHC  at  312-280-9360  and  TAG  at
          949-855-0810)  provided  that confirmed copy is mailed within 48 hours
          following  transmission  as  provided  herein;  or

     (c)  10  days  after  the  date  of  posting  if  sent  by registered mail.

     In  proving  service  by post, it shall be sufficient to prove the envelope
     containing  the  notice  was  properly  addressed,  stamped  and  posted.


25.     ENTIRE  AGREEMENT
        ------  ---------

25.01 This Agreement contains all the terms of the Agreement between FHC and TAG
      in  respect  of  the Product, and supersedes all previous representations,
      negotiations,  arrangements and agreements. The headings in this Agreement
      are  for  convenience  of  reference  only.

25.02 Any  variation  of  this  Agreement  shall  be effective only if agreed or
      confirmed  in writing and signed by both parties to this Agreement and the
      intention  to  amend  this  Agreement  is  clearly  expressed.

25.03 The  invalidity  of  any  provision in this Agreement shall not effect the
      continuing  enforceability  of  the  remaining  provisions.


                                       13
<PAGE>
25.04 All  rights  and  remedies expressly granted to the parties are cumulative
      and  do  not  affect  any  other  rights  or remedies which the respective
      parties  may  otherwise  have  at  law.


26.     WAIVER
        ------

26.01 The waiver of any right by either party shall not be construed as a waiver
      of  the  same  right  at  a  future  date or as waiver of any other right.


27.     APPLICABLE  LAW
        ---------------

27.01 This  Agreement shall be governed by and interpreted under the laws of the
      State of Illinois. The parties hereby submit to the exclusive jurisdiction
      of  the  courts  for  the State of Illinois, including federal courts, the
      determination  of  any question or dispute arising in connection with this
      Agreement  or  any  contract  for  the  sale  of  the  Product.


IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
by  its  duly  authorized  officer  as  of the day and year first above written.

THE  FEMALE  HEALTH  COMPANY     TOTAL  ACCESS  GROUP,  INC.



By   ____________________________     By     _________________________
     Name: Mary Ann Leeper, Ph.D.            Name:
     Title:     President                    Title:


                                       14
<PAGE>
                                   APPENDIX A



Definition  of  Product(s):


Tubular  prophylactic  plastic barrier device for protection against transfer of
infectious  matter  and  against  pregnancy  during  sexual  intercourse.


                                       15
<PAGE>
                                   APPENDIX B



Territory:

Alaska
Arizona
California
Colorado
Hawaii
Idaho
Montana
Nevada
New  Mexico
Oklahoma
Oregon
Texas
Utah
Washington
Wyoming


                                       16
<PAGE>
                                   APPENDIX C



Trade  Mark:
                          Class         Registration  No.
                          -----         -----------------

fc  female  condom          10          Serial  No.  76040657


                                       17
<PAGE>
                                   APPENDIX D


PLAN  SUMMARY  FOR  THE  MARKETING  AND  SALE  OF  THE  FEMALE  CONDOM


Summary:
The  market  for The Female Condom can be successfully increased through meeting
goals  in  the  following  areas:
1)  Servicing  the  customer
2)  Effective  Communication
3)  Custom  Packaging
4)  Pricing
5)  Marketing  which  incorporates  Education  and  Program  Development

Goals:

1)  Service  Goal:  TAG's  number  one  priority  is  the  quality of service to
customers.
a)  Inventory:  To  meet  sales  and service goals, TAG must maintain sufficient
quantities  of  inventory  to  support  customer's
    orders.
b)  All  orders  received  by  1pm  are  shipped  the  same  day.
c)  All  calls  from  customer  or  product inquiries are returned the same day.

2)  Communication  Goal: Create emphasis in all marketing and communication that
educates  the  users  of  the  benefits  of
    the  Female  Condom.
a)  Maintain  inventory  of  relevant educational materials to make available to
customers.
b)  Look  for and identify opportunities for FHC to train and educate new buyers
about  the  Female  Condom  including
    conferences,  presentations,  educational  video,  other venues and possible
press  releases.
c) Create "educational" marketing focus with emphasis on advantages of using the
Female  Condom  as  an  alternative
    choice  for  women.

3) Custom Packaging Goal: Maintain inventory in bulk case sizes that make Female
Condoms  accessible  to  all  public
    sector  customers
a)  Case  of  1000
b)  Bag  of  100
c)  Smaller  quantities  of  condoms  to  be  made available as requested by any
customer.
d)  Safer  sex  kit. TAG has a standard Safe Sex kit that customers can purchase
preassembled  that  has  (3)  Female
    Condoms  (3) lubricants, and (1) Female Condom information flyer, all packed
into  a  4x6  clear  plastic  resealable  bag.
    This is a premade kit for Non-profit customers that allows customers to have
them  delivered  ready  to  pass  out.
    Fourteen  different  kits  of various condom/lubricant configurations exist.

4)  Pricing  Goal:  Maintain  public  sector  pricing levels without substantial
discounting.
a)  State  and County Contracts: Add Female Condoms to each of the West region's
state  and  local  health  department
    contracts.
b) Mid size orders: rather than a formal bid, many organizations often negotiate
prices  when  they  are  making
    a  purchase  of  5,000  units  or  more.
c)  Small  orders:  TAG's  customers  order  off  their  price  list.

5)  Marketing  Goal: Execute marketing plan and strategy to support expansion in
the  various  public  sector  market
    segments.  This  will  be  accomplished by aggressively marketing the Female
Condom  to  all  public  sector  organizations
    in the Western U.S. involved in family planning and STD/HIV prevention work.
Public  Sector  Market  Segments  for  The  Female  Condom include the following
categories:
1)  State,  County,  and  Local  Health  Departments
2)  Family  Planning  Clinics
3)  Women's  Health  Programs
4)  Education  and  Prevention  Programs
5)  HIV  Counseling  and  Testing  Sites


                                       18
<PAGE>
6)  Aids  Case  Management  Programs
a)  Telemarketing  campaign:  Push  sales  through telemarketing. Ensure we have
correct  buyer  identified  and  cultivate  as
    many  personal  relationships  as possible. This aspect of marketing will be
utilized  to  sell  strengths  of  the  Female
    Condom and find out what needs to be done to compete. This is to be executed
in  concert  with  a  mail  campaign.
b)  Mail  campaign:  TAG  will provide all public sector entities in the Western
Region  with  Female  Condom  information  (and
    samples  as appropriate) by the end of calendar year 2002. This will be done
in  a  focused  state  by  state  process.
c)  Trade  Show/Conference campaign: TAG to participate as a sponsor, exhibitor,
or  in  other  capacities  that  are  productive
    to  establish  relationships with the public sector organizations. This is a
good  forum  to  build  awareness  of  female
    condoms  and  spend  face  to  face  time  with  a large number of potential
customers.  Many  states  do  not
    purchase  directly  but instead allocate funds to CBO's who in turn purchase
directly.  Conferences  are  an  effective
    method  of  educating  these  grass  root  CBO's and Family Planning Buyers.
d)  Education  campaign: An educational component will be included in all Female
Condom  marketing  materials  to  educate
    customers  on  the  features and the benefits of choosing the Female Condom.
e)  Internet campaign: TAG will utilize the Internet as a means to expand Female
Condom  sales.
    Provide  customers  with  access  to  information  on  Female  Condoms.
    Allow  for  ease  of accepting orders from bulk customers that are web savvy
and  prefer  this  method  of  ordering.
    Provide  safer-sex  and  prevention  information via documents posted or hot
link  to  other  educational  sites.
    Register with national/federal and other agencies where possible as a source
for  Female  Condoms.
    Additionally,  FHC's  website,  email,  telephone,  fax  and address will be
listed.



                                       19
<PAGE>
                                   APPENDIX E



Details  of  FHC's  and  TAG's  product  liability  insurances:

                                (to be provided)




                                       20
<PAGE>
                                   APPENDIX F









                                       21