RESTRICTION ON TRANSFER

THIS  WARRANT  AND  THE  SHARES  OF  COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  QUALIFIED  UNDER  ANY  STATE  SECURITIES  LAWS.  THIS  WARRANT  MAY  NOT  BE
TRANSFERRED,  AND  THE  SHARES  OF  COMMON  STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT  CANNOT  BE  SOLD  OR  TRANSFERRED,  WITHOUT  (I) THE OPINION OF COUNSEL
REASONABLY  SATISFACTORY  TO THE COMPANY THAT SUCH TRANSFER MAY BE LAWFULLY MADE
WITHOUT  REGISTRATION  UNDER  THE  SECURITIES  ACT  OF 1933, AS AMENDED, AND ALL
APPLICABLE  STATE  SECURITIES  LAWS  OR  (II)  SUCH  REGISTRATION.

                                     WARRANT

                  To Subscribe for and Purchase Common Stock of

                            THE FEMALE HEALTH COMPANY

     THIS  CERTIFIES THAT, for value received, Heartland Bank, a federal savings
bank,  or its registered assigns, is entitled to subscribe for and purchase from
The Female Health Company (herein called the "Company"), a corporation organized
and  existing  under  the laws of the State of Wisconsin, at the price specified
below (subject to adjustment as noted below) at any time from and after the date
hereof to and including May 18, 2006, the number of fully paid and nonassessable
(subject to Wisconsin law) shares of the Company's common stock, par value $0.01
per  share  ("Common  Stock")  equal  to  (a) $500,000 (the "Guarantee Amount"),
divided  by (b) the Warrant purchase price as of the date of exercise determined
in  accordance  with  the  next  paragraph.

     The  Warrant purchase price (subject to adjustment as noted below) shall be
a  price  per share equal to 70% of the "market price" of the Common Stock as of
the  day  immediately  prior  to  the  date  the exercise notice is given to the
Company,  but  in  no  event  shall such per share price be less than $0.50 (the
"Minimum  Price")  or  more  than  $1.00  (the  "Maximum  Price").

     For  purposes  of  determining  the "market price" of the Common Stock, the
price  shall  be  determined  as  the  average last sale price of a share of the
Company's  Common  Stock for the five trading days ending on the day immediately
prior to the date a notice of exercise is issued to the Company by the holder of
this  Warrant (the "Holder").  If at any time, the Common Stock is not quoted in
the  domestic  over-the-counter market, the "market price" shall be deemed to be
the  higher  of  (i)  the  book  value  thereof,  as  determined  by any firm of
independent  public  accountants of recognized standing selected by the Board of
Directors  of the Company, as at the last day of any month ending within 60 days
preceding the date as of which the determination is to be made, or (ii) the fair
value  thereof determined in good faith by the Board of Directors of the Company
as  of  a date which is within 15 days of the date as of which the determination
is  to  be  made.


<PAGE>
     This  Warrant is subject to the following provisions, terms and conditions:

     1.     The  rights  represented  by  this  Warrant  may be exercised by the
Holder  hereof,  in whole or in part, by written notice of exercise delivered to
the  Company 20 days prior to the intended date of exercise and by the surrender
of  this  Warrant (properly endorsed if required) at the principal office of the
Company  at  875  North Michigan Avenue, Suite 3660, Chicago, Illinois 60611 (or
such  other  location  as  the Company may designate by notice in writing to the
Holder  hereof)  and  upon payment to it by check of the purchase price for such
shares.  The  Company  shall  not  be  required  to issue fractions of shares of
Common  Stock  upon exercise of this Warrant.  If any fraction of a share would,
but  for this Section, be issuable upon any exercise of this Warrant, and if the
Company  shall  have  elected  not to issue such fraction of a share, in lieu of
such  fractional  share  the Company shall pay to the Holder, in cash, an amount
equal  to such fraction of the "market price" (as determined above) per share of
outstanding Common Stock of the Company on the Business Day immediately prior to
the  date  of  such  exercise.  The  Company agrees that the shares so purchased
shall be and are deemed to be issued to the Holder hereof as the record owner of
such  shares as of the close of business on the date on which this Warrant shall
have been surrendered and payment made for such shares as aforesaid.  Subject to
the  provisions of the next succeeding paragraph, certificates for the shares of
stock  so  purchased  (bearing an appropriate legend to indicate that the shares
have not been registered under securities laws) shall be delivered to the Holder
hereof  within  a  reasonable  time,  not  exceeding  10  days, after the rights
represented  by  this  Warrant  shall  have  been so exercised, and, unless this
Warrant  has  expired, a new Warrant reflecting the Guarantee Amount, if any, as
to which this Warrant shall not then have been exercised shall also be delivered
to  the  Holder  hereof  within  such  time.

     2.     Notwithstanding  the  foregoing,  however,  the Company shall not be
required  to  deliver  any certificate for shares of stock upon exercise of this
Warrant  except  in  accordance  with  the  provisions,  and  subject  to  the
limitations,  of paragraph 7 hereof and the restrictive legend under the heading
"Restriction  on  Transfer."

     3.     The  Company  covenants  and  agrees  that:

          (a)     all  shares that may be issued upon the exercise of the rights
represented  by this Warrant will, upon issuance, be duly authorized and issued,
fully  paid and nonassessable (except as set forth in Wisconsin Statutes Section
180.0622(2)(b)) and free from all preemptive rights of any stockholder, and from
all  taxes,  liens  and  charges  with  respect to the issue thereof (other than
transfer  taxes);

          (b)     during  the period within which the rights represented by this
Warrant  may  be  exercised,  the Company will at all times have authorized, and
reserved  for the purpose of issue or transfer upon exercise of the subscription
rights  evidenced  by  this Warrant, a sufficient number of shares of its Common
Stock  to  provide  for  the exercise of the rights represented by this Warrant;


                                        2
<PAGE>
          (c)     during  the period within which the rights represented by this
Warrant  may  be exercised, the Company further will use reasonable best efforts
to  maintain  the  eligibility of the Common Stock for quotation on the domestic
over-the-counter market and use reasonable best efforts to keep the Common Stock
so  quoted;  and

          (d)     during  the period within which the rights represented by this
Warrant  may  be  exercised, the Company's Articles of Incorporation and by-laws
shall not be amended or modified (other than an amendment or modification to the
Company's  Articles  of Incorporation to increase the number of shares of Common
Stock  authorized  thereunder or to designate a new class or series of preferred
stock)  if  such  amendment  or  modification  has  or  would  have, directly or
indirectly,  a  material  adverse effect on the Holder of this Warrant or Common
Stock  purchased  or  purchasable upon exercise of this Warrant or on the rights
and  remedies  hereunder.

     4.     (a)     If  the  Company  shall  after  the date of issuance of this
Warrant  subdivide  its outstanding shares of Common Stock into a greater number
of  shares  or consolidate its outstanding shares of Common Stock into a smaller
number  of shares (any such event being called a "Common Stock Reorganization"),
then  the  Minimum  Price and Maximum Price shall be adjusted, effective at such
time,  to  a number determined by multiplying the Minimum and Maximum Price by a
fraction,  the  numerator of which shall be the number of shares of Common Stock
outstanding  immediately  before  such  Common  Stock  Reorganization  and  the
denominator  of  which  shall  be  the number of shares outstanding after giving
effect  to  such  Common  Stock  Reorganization.

          (b)     (i)  If  the  Company shall after the date of issuance of this
Warrant  issue  or  otherwise  sell  or  distribute  any shares of Common Stock,
otherwise  than  pursuant  to  a  Common  Stock  Reorganization (any such event,
including  any  event described in paragraphs (ii) and (iii) below, being herein
called  a  "Common Stock Distribution"), if such Common Stock Distribution shall
be  for a consideration per share less than the Warrant purchase price in effect
immediately prior to the date of such Common Stock Distribution, or on the first
date  of the announcement of such Common Stock Distribution (whichever is less),
then,  effective  upon  such  Common  Stock  Distribution, the Minimum Price and
Maximum  Price  shall  be  adjusted by multiplying the Minimum Price and Maximum
Price  by a fraction, the numerator of which shall be an amount equal to the sum
of  (A)  the  number  of  shares  of Common Stock outstanding (and issuable upon
exercise  or  conversion  of  outstanding  options,  warrants  and  convertible
securities)  immediately  prior  to  the Common Stock Distribution, plus (B) the
number  of  shares  of  Common  Stock which the aggregate consideration, if any,
received  by  the  Company  (determined as provided below) for such Common Stock
Distribution  would  buy  at  the  last  sales  price  thereof,  as  of the date
immediately  prior  to  such  Common  Stock  Distribution  or  as  of  the  date
immediately  prior to the date of announcement of such Common Stock Distribution
(whichever  is  less)  and the denominator of which shall be the total number of
shares  of Common Stock outstanding (and issuable upon exercise or conversion of
outstanding  options,  warrants and convertible securities) immediately prior to
such  Common Stock Distribution plus the number of shares of Common Stock issued
(or  deemed  to  be  issued pursuant to paragraphs (ii) and (iii) below) in such
Common  Stock  Distribution.


                                        3
<PAGE>
          The  provisions  of  this  paragraph  (i),  including  by operation of
paragraph  (ii)  or (iii) below, shall not operate to increase the Minimum Price
and  Maximum  Price.

          (ii)     If  the  Company  shall  after  the  date of issuance of this
Warrant  issue,  sell,  distribute  or  otherwise  grant  in any manner (whether
directly  or by assumption in a merger or otherwise) any rights to subscribe for
or  to purchase, or any warrants or options for the purchase of, Common Stock or
any  stock or securities convertible into or exchangeable for Common Stock (such
rights,  warrants  or options being herein called "Options" and such convertible
or  exchangeable  stock  or  securities  being  herein  called  "Convertible
Securities"),  whether  or not such Options or the rights to convert or exchange
any  such  Convertible Securities are immediately exercisable, and the price per
share  for  which  Common Stock is issuable upon the exercise of such Options or
upon  conversion  or  exchange  of  such  Convertible  Securities (determined by
dividing (A) the aggregate amount, if any, received or receivable by the Company
as  consideration  for  the granting of such Options, plus the minimum aggregate
amount  of  additional consideration payable to the Company upon the exercise of
all  such  Options,  plus,  in  the  case  of  Options  to  acquire  Convertible
Securities,  the  minimum  aggregate amount of additional consideration, if any,
payable  upon  the  issue  or  sale  of such Convertible Securities and upon the
conversion  or  exchange  thereof,  by (B) the total maximum number of shares of
Common  Stock  issuable upon the exercise of such Options or upon the conversion
or  exchange  of  all  such Convertible Securities issuable upon the exercise of
such  Options)  shall be less than the last sales price per share of outstanding
Common  Stock of the Company on the date of granting such Options or on the date
of  announcement thereof (whichever is less), then for purposes of paragraph (i)
above,  the  total  maximum  number  of shares of Common Stock issuable upon the
exercise  of  such  Options  or upon conversion or exchange of the total maximum
amount of such Convertible Securities issuable upon the exercise of such Options
shall  be  deemed to have been issued as of the date of granting of such Options
and thereafter shall be deemed to be outstanding and the Company shall be deemed
to  have  received as consideration such price per share, determined as provided
above,  therefor.  Except  as  otherwise  provided  in  paragraph (iv) below, no
additional  adjustment of the Minimum Price and Maximum Price shall be made upon
the  actual  exercise  of  such  Options  or upon conversion or exchange of such
Convertible  Securities.

          (iii)     If  the  Company  shall  after  the date of issuance of this
Warrant  issue,  sell  or  otherwise distribute or grant (whether directly or by
assumption  in a merger or otherwise) any Convertible Securities, whether or not
the  rights  to  exchange or convert thereunder are immediately exercisable, and
the  price  per share for which Common Stock is issuable upon such conversion or
exchange (determined by dividing (A) the aggregate amount received or receivable
by  the  Company  as  consideration  for the issue, sale or distribution of such
Convertible  Securities,  plus,  the  minimum  aggregate  amount  of  additional
consideration,  if  any,  payable to the Company upon the conversion or exchange
thereof, by (B) the total maximum number of shares of Common Stock issuable upon
the  conversion  or  exchange  of all such Convertible Securities) shall be less
than  the  last sales price per share of outstanding Common Stock of the Company
on  the  date of such issue, sale or distribution or on the date of announcement
thereof  (whichever  is  less),  then,  for purposes of paragraph (i) above, the
total  maximum  number  of  shares  of  Common Stock issuable upon conversion or
exchange  of  all  such  Convertible

                                        4
<PAGE>
Securities shall be deemed to have been issued as of the date of the issue, sale
or distribution of such Convertible Securities and thereafter shall be deemed to
be outstanding and the Company shall be deemed to have received as consideration
such  price  per  share,  determined  as  provided  above,  therefor.  Except as
otherwise  provided  in  paragraph  (iv)  below, no additional adjustment of the
Minimum  Price  and  Maximum  Price  shall be made upon the actual conversion or
exchange  of  such  Convertible  Securities.

          (iv)     If  the purchase price provided for in any Option referred to
in  paragraph (ii) above, the additional consideration, if any, payable upon the
conversion  or  exchange  of any Convertible Securities referred to in paragraph
(ii) or (iii) above, or the rate at which any Convertible Securities referred to
in paragraph (ii) or (iii) above are convertible into or exchangeable for Common
Stock  shall  change  at  any  time (other than under or by reason of provisions
designed  to  protect  against,  and  having  the  effect of protecting against,
dilution  upon  an  event which results in a related adjustment pursuant to this
paragraph 4), the Minimum Price and Maximum Price then in effect shall forthwith
be readjusted (effective only with respect to any exercise of this Warrant after
such readjustment) to the Maximum Price and Minimum Price which would then be in
effect  had  the  adjustment made upon the issue, sale, distribution or grant of
such  Options  or  Convertible  Securities  been  made  based  upon such changed
purchase price, additional consideration or conversion rate, as the case may be;
provided,  however, that such readjustment shall give effect to such change only
--------   -------
with  respect  to  such  Options  and  Convertible  Securities  as  then  remain
outstanding.  If,  at  any  time  after  any adjustment of the Minimum Price and
Maximum  Price shall have been made pursuant to this paragraph 4 on the basis of
the  issuance  of  any  Option  or  Convertible  Securities  or  after  any  new
adjustments of the Minimum Price and Maximum Price shall have been made pursuant
to  this paragraph, the right of conversion, exercise or exchange in such Option
or  Convertible  Securities  shall  expire  or  terminate,  and  the  right  of
conversion,  exercise  or  exchange  in  respect  of a portion of such Option or
Convertible  Securities  shall not have been exercised, such previous adjustment
shall  be  rescinded  and annulled.  Thereupon, a recomputation shall be made of
the effect of such Option or Convertible Securities on the basis of treating the
number  of  shares  of  Common  Stock,  if  any,  theretofore actually issued or
issuable pursuant to the previous exercise of such right of conversion, exercise
or  exchange  as  having  been  issued  on the date or dates of such conversion,
exercise  or exchange and for the consideration actually received and receivable
therefor,  and  treating  any  such  Option or Convertible Securities which then
remain  outstanding  as having been granted or issued immediately after the time
of  any such issuance for the consideration per share for which shares of Common
Stock  are  issuable under such Option or Convertible Securities; and, if and to
the extent called for by the foregoing provisions of this paragraph on the basis
aforesaid,  a  new  adjustment  of  the Minimum Price and Maximum Price shall be
made,  which  new adjustment shall supersede (effective only with respect to any
exercise  of  this  Warrant  after such readjustment) the previous adjustment so
rescinded  and  annulled.

          (v)     If  the  Company  shall  after  the  date  of issuance of this
Warrant  pay a dividend or make any other distribution upon any capital stock of
the  Company  payable  in Common Stock, options or Convertible Securities, then,
for  purposes  of paragraph (i) above, such Common Stock, Options or Convertible
Securities,  as  the  case  may  be, shall be deemed to have been issued or sold
without  consideration.


                                        5
<PAGE>
          (vi)     If  any  shares  of  Common  Stock,  Options  or  Convertible
Securities  shall  be  issued,  sold  or distributed for cash, the consideration
received  therefor  shall  be  deemed  to  be the amount received by the Company
therefor  net  of any underwriting commissions or concessions paid or allowed by
the  Company in connection therewith.  If any shares of Common Stock, Options or
Convertible  Securities shall be issued, sold or distributed for a consideration
other than cash, the amount of the consideration other than cash received by the
Company  shall  be  deemed to be the fair market value of such consideration, as
determined  in  good  faith  by the Board of Directors of the Company, provided,
however, that the fair market value of any security for which a last sales price
is  available shall be the market price of such security, after deduction of any
expenses  incurred  and  any  underwriting  commissions  or  concessions paid or
allowed  by the Company in connection therewith.  If any shares of Common Stock,
Options  or Convertible Securities shall be issued in connection with any merger
in  which  the Company is the surviving corporation, the amount of consideration
therefor  shall  be  deemed  to  be the fair market value, as determined in good
faith  by  the  Board of Directors of the Company, of such portion of the assets
and  business  of  the nonsurviving corporation as shall be attributable to such
Common  Stock,  Options  or  Convertible Securities, as the case may be.  If any
Options  shall  be  issued  in  connection  with  the  issue  and  sale of other
securities of the Company, together comprising one integral transaction in which
no  specific  consideration is allocated to such Options by the parties thereto,
such  Options  shall  be  deemed  to have been issued for without consideration.

          (vii)     If  the  Company  shall set a record date for the purpose of
entitling  the  holders  of  the  Common  Stock  to  receive a dividend or other
distribution  payable  in  Common Stock, Options or Convertible Securities or to
subscribe  for or purchase Common Stock, Options or Convertible Securities, then
such record date shall be deemed to be the date of the issue, sale, distribution
or  grant  of the shares of Common Stock deemed to have been issued or sold upon
the declaration of such dividend or the making of such other distribution or the
date  of the granting of such right of subscription or purchase, as the case may
be.

          (viii)     For  purposes  of  determining  whether  any  adjustment is
required  pursuant to this paragraph 4 any security of the Company having rights
substantially equivalent to the Common Stock as to dividends or upon liquidation
dissolution  or  winding  up of the Company shall be treated as if such security
were  Common  Stock.

          (c)     If  the  Company  shall  after  the  date  of issuance of this
Warrant  issue  or  distribute  to all or substantially all holders of shares of
Common  Stock  evidences of indebtedness, any other securities of the Company or
any  property,  assets  or  cash,  and if such issuance or distribution does not
constitute  a  Common  Stock  Reorganization or a Common Stock Distribution (any
such  nonexcluded event being herein called a "Dividend"), the Minimum Price and
Maximum  Price  shall  be  decreased  (but not increased), effective immediately
after  the  record  date  at  which  the  holders  of shares of Common Stock are
determined  for purposes of such Dividend, to a number determined by multiplying
the  Minimum  Price  and  Maximum  Price  immediately  before such Dividend by a
fraction,  the  numerator  of  which  shall be the last sales price per share of
outstanding  Common  Stock of the Company on such record date less the then fair
market  value,  as  determined  in  good  faith by the Board of Directors of the
Company,  of  the  evidences  of  indebtedness, securities, cash, or property or
other  assets  issued  or  distributed  in

                                        6
<PAGE>
such  Dividend  with respect to one share of Common Stock and the denominator of
which  shall  be  the  last sales price per share of outstanding Common Stock on
such  record  date.  If  after  the date of issuance of this Warrant the Company
repurchases  shares  of Common Stock for a per share consideration which exceeds
the  last sales price (as calculated immediately prior to such repurchase), then
the  Minimum  Price  and  Maximum Price shall be adjusted in accordance with the
foregoing  provision,  as  if,  in lieu of such repurchases, the Company had (A)
distributed  a  Dividend having a fair market value, as determined in good faith
by  the  Board  of  Directors of the Company, equal to the fair market value, as
determined  in  good  faith  by  the  Board  of Directors of the Company, of all
property  and cash expended in the repurchases, and (B) effected a reverse split
of the Common Stock in the proportion required to reduce the number of shares of
Common  Stock  outstanding  from  (I)  the  number  of  such  shares outstanding
immediately  before  such  first  repurchase  to  (II) the number of such shares
outstanding  immediately  following  all  the  repurchases.  In  lieu  of  the
adjustments  provided  for  in this paragraph 4(c) as a result of a Dividend, at
the  option  of  Holder,  the  Company  shall  instead  pay to the Holder a cash
Dividend  equal  to  the  amount of consideration to which the Holder would have
been  entitled  if the Holder had fully exercised this Warrant immediately prior
to  the  record  date  at  which  the  holders  of  shares  of Common Stock were
determined  for  purposes  of  such  Dividend.

          (d)     If  after  the date of issuance of this Warrant there shall be
any  consolidation  or  merger  to  which  the  Company is a party, other than a
consolidation  or  a merger in which the Company is a continuing corporation and
which does not result in any reclassification of, or change (other than a Common
Stock Reorganization or a change in par value), in, outstanding shares of Common
Stock,  or  any sale or conveyance of the property of the Company as an entirety
or  substantially  as  an  entirety  (any  such  event  being  called a "Capital
Reorganization"),  then,  effective  upon  the  effective  date  of such Capital
Reorganization,  the  Holder  shall have the right to purchase, upon exercise of
this  Warrant  and in lieu of the shares of Common Stock immediately theretofore
purchasable  hereunder,  the  kind  and  amount  of  shares  of  stock and other
securities  and  property  (including cash) which the Holder would have owned or
have  been entitled to receive after such Capital Reorganization if this Warrant
had  been  exercised  immediately prior to such Capital Reorganization, assuming
such  holder  (i)  is  not  a person with which the Company consolidated or into
which  the Company merged or which merged into the Company or to which such sale
or  conveyance  was  made,  as  the  case  may  be ("constituent person"), or an
Affiliate  of  a  constituent  person  and (ii) failed to exercise his rights of
election, if any, as to the kind or amount of securities, cash or other property
receivable upon such Capital Reorganization (provided that if the kind or amount
of  securities,  cash  or  other  property  receivable  upon  such  Capital
Reorganization  is  not the same for each share of Common Stock held immediately
prior  to  such  consolidation,  merger,  sale  or  conveyance  by  other than a
constituent  person  or an affiliate thereof and in respect of which such rights
of  election  shall not have been exercised ("non-electing share"), then for the
purposes  of  this  paragraph  the  kind and amount of shares of stock and other
securities  or  other  property  (including  cash)  receivable upon such Capital
Reorganization shall be deemed to be the kind and amount so receivable per share
by  a  plurality  of  the non-electing shares).  As a condition to effecting any
Capital  Reorganization,  the Company or the successor or surviving corporation,
as  the  case may be, shall execute and deliver to the Holder an agreement as to
the  Holder's  rights  in  accordance  with  this  paragraph 4(d), providing for
subsequent  adjustments  as  nearly  equivalent  as  may  be  practicable to the
adjustments  provided for in this paragraph 4.  The provisions of this paragraph
4(d)  shall  similarly  apply  to  successive  Capital  Reorganizations.

                                        7
<PAGE>
          (e)     If  after the date of the issuance of this Warrant the Company
shall  issue  by reclassification of its shares of Common Stock other securities
of  the  Company,  then  the  number  of shares of Common Stock purchasable upon
exercise  of the Warrant immediately prior to such issuance shall be adjusted so
that  the  Holder upon exercise hereof shall be entitled to receive the kind and
number  of  shares  of  Common Stock or other securities of the Company which it
would  have owned or have been entitled to receive after such issuance, had this
Warrant  been  exercised  immediately  prior to such issuance or any record date
with  respect thereto.  An adjustment made pursuant to this paragraph 4(e) shall
become  effective  upon  the date of the issuance retroactive to the record date
with  respect  thereto,  if  any.  Such  adjustment  shall  be made successively
whenever  such  an  issuance  is  made.

          (f)     If any event occurs after the date of issuance of this Warrant
as  to  which  the  foregoing  provisions  of  this paragraph 4 are not strictly
applicable  or, if strictly applicable, would not, in the good faith judgment of
the Board of Directors of the Company, fairly protect the purchase rights of the
Warrant  in  accordance  with  the  essential  intent  and  principles  of  such
provisions,  then  such  Board shall make such adjustments in the application of
such  provisions,  in  accordance  with such essential intent and principles, as
shall  be  reasonably  necessary,  in  the  good faith opinion of such Board, to
protect  such  purchase  rights  as  aforesaid,  but  in no event shall any such
adjustment  have the effect of increasing the Minimum Price or Maximum Price, or
otherwise  adversely  affect  the  Holder.

          (g)     (i) Any adjustments pursuant to this paragraph 4 shall be made
successively  whenever  an  event  referred  to  herein  shall  occur.

                  (ii)  If  the Company shall set a record date to determine the
holders of shares of Common Stock for purposes of a Common Stock Reorganization,
Common Stock Distribution, Dividend or Capital Reorganization, and shall legally
abandon  such action prior to effecting such Action, then no adjustment shall be
made  pursuant  to  this  paragraph  4  in  respect  of  such  action.

                  (iii)  No  adjustment  in  the Minimum Price and Maximum Price
shall be made hereunder unless such adjustment decreases such amount or price by
one percent or more, but any such lesser adjustment shall be carried forward and
shall be made at the time and together with the next subsequent adjustment which
together  with  any  adjustments  so  carried forward shall serve to adjust such
amount  or  price  by  one  percent  or  more.

                  (iv)  No  adjustment  in  the  Minimum  Price  shall  be  made
hereunder  if such adjustment would reduce the exercise price to an amount below
par  value  of  the  Common  Stock, which par value shall initially be $0.01 per
share  of  Common  Stock.

                  (v)  No  adjustment shall be made pursuant to this paragraph 4
in  respect of (A) exercises or conversions of any rights, warrants, options, or
convertible  securities  outstanding  on  the  date hereof, (B) the issuance (or
deemed  issuance) or repurchase of shares of Common Stock in connection with the
exercise  of  the  Warrant  or  (C) the issuance of shares of Common Stock in an
underwritten  public  offering  managed  by  a  nationally recognized investment
banking  firm.


                                        8
<PAGE>
                  (vi)  The  Holder may at any time decline any adjustment which
would  otherwise  be  made  under  this  paragraph  4.

          (h)     As  a  condition  precedent  to the taking of any action which
would require an adjustment pursuant to this paragraph 4, the Company shall take
any  action  which may be necessary, including obtaining regulatory approvals or
exemptions,  in  order that the Company may thereafter validly and legally issue
as  fully  paid and nonassessable all shares of Common Stock which the Holder is
entitled  to  receive  upon  exercise  thereof.

          (i)     Not  less  than  30  nor more than 40 days prior to the record
date  or  effective  date,  as  the case may be, of any action which requires or
might  require  an  adjustment or readjustment pursuant to this paragraph 4, the
Company  shall give notice to the Holder of such event, describing such event in
reasonable  detail and specifying the record date or effective date, as the case
may  be,  and,  if  determinable,  the  required  adjustment and the computation
thereof,  if  applicable.  If the required adjustment is not determinable at the
time  of  such  notice,  the  Company  shall  give  notice to the Holder of such
adjustment  and computation promptly after such adjustment becomes determinable.
If  the  Holder  objects  to  any  such  notice within 30 days of receipt of the
Company's  notice,  the  adjustment  will  be  deemed  accepted  by  the Holder.

     5.     Upon  receipt  of  evidence satisfactory to the Company of the loss,
theft,  destruction  or  mutilation  of any Warrant and, in the case of any such
loss,  theft  or  destruction,  upon receipt of indemnity or security reasonably
satisfactory  to  the  Company  (the  original  Warrantholder's  indemnity being
satisfactory indemnity in the event of loss, theft or destruction of any Warrant
owned  by  such  holder), or, in the case of any such mutilation, upon surrender
and  cancellation of such Warrant, the Company will make and deliver, in lieu of
such  lost,  stolen, destroyed or mutilated Warrant, a new Warrant of like tenor
and  representing  the  right to purchase the same aggregate number of shares of
Common  Stock  as  provided  for  in  such  lost, stolen, destroyed or mutilated
Warrant.

     6.     This  Warrant  shall  not  entitle  the  Holder hereof to any voting
rights  or  other  rights  as  a  stockholder  of  the  Company.

     7.     (a)     The  Holder of this Warrant, by acceptance hereof, agrees to
give  written  notice  to  the  Company  before  transferring  this  Warrant  or
transferring  any  Common  Stock  issuable or issued upon the exercise hereof of
such  Holder's intention to do so, describing briefly the manner of any proposed
transfer  of this Warrant or such Holder's intention as to the disposition to be
made  of  shares  of  Common  Stock issuable or issued upon the exercise hereof.
Such Holder shall also provide the Company with an opinion of counsel reasonably
satisfactory  to  the  Company  to the effect that the proposed transfer of this
Warrant  or  disposition of shares received upon exercise hereof may be effected
without  registration  or  qualification  (under  any  Federal or State law) and
without  causing  the  loss  of  the  applicable  securities  law  registration
exemption(s)  relied  upon  by  the  Company  when it issued this Warrant.  Upon
receipt  of such written notice and opinion by the Company, such Holder shall be
entitled  to  transfer  this  Warrant, or to exercise this Warrant in accordance
with  its  terms  and  dispose  of  the  shares

                                        9
<PAGE>
received  upon  such  exercise  or to dispose of shares of Common Stock received
upon  the previous exercise of this Warrant, all in accordance with the terms of
the notice delivered by such Holder to the Company, provided that an appropriate
legend  respecting  the aforesaid restrictions on transfer and disposition shall
be  endorsed  on  this  Warrant  or  the  certificates  for  such  shares.

          (b)     This Warrant (and the shares of Common Stock issuable upon the
exercise  of  this  Warrant)  is entitled to the benefit of certain registration
rights  pursuant to a Registration Rights Agreement, a copy of which is attached
hereto  as  Schedule  1.

     8.     Subject  to  the  provisions of paragraph 7 hereof, this Warrant and
all  rights  hereunder  are transferable, in whole or in part, without charge to
the  Holder  hereof, at the principal office of the Company by the Holder hereof
in  person  or  by  its duly authorized attorney, upon surrender of this Warrant
properly endorsed and this Warrant is exchangeable, upon the surrender hereof by
the  Holder  hereof at the office of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number
of  shares which may be subscribed for and purchased hereunder, each of such new
Warrants  to  represent  the rights to subscribe for and purchase such number of
shares  as  shall  be  designated  by  said  Holder  hereof  at the time of such
surrender.  Each  taker  and  Holder  of  this Warrant, by taking or holding the
same, consents and agrees that the bearer of this Warrant, when endorsed, may be
treated  by  the  Company and all other persons dealing with this Warrant as the
absolute owner hereof for any purpose and as the person entitled to exercise the
rights  represented  by  this Warrant, or to transfer hereof on the books of the
Company,  any notice to the contrary notwithstanding; but until such transfer on
such  books, the Company may treat the registered Holder hereof as the owner for
all  purposes.

     9.     Any  notices  required  or  permitted to be given under the terms of
this  Warrant shall be sent by certified or registered mail (with return receipt
requested)  or  delivered  personally  or  by  courier  (including  a nationally
recognized overnight delivery service) or by facsimile transmission.  Any notice
so  given shall be deemed effective three days after being deposited in the U.S.
Mail,  or  upon  receipt  if  delivered  personally  or  by courier or facsimile
transmission, in each case addressed to a party at the following address or such
other  address as each such party furnishes to the other in accordance with this
paragraph  9:

If  to  the  Company:
     The  Female  Health  Company
          875  North  Michigan  Avenue
          Suite  3660
          Chicago,  IL  60611
          Telephone:  (312)  280-1119
          Facsimile:  (312)  280-9360
          Attention:  Mr.  O.B.  Parrish

                                       10
<PAGE>
with  a  copy  to:
     Reinhart,  Boerner,  Van  Deuren,
          Norris  &  Rieselbach,  s.c.
          1000  North  Water  Street
          Suite  2100
          Milwaukee,  WI  53202
          Telephone:  (414)  298-1000
          Facsimile:  (414)  298-8097
          Attention:  Mr.  James  M.  Bedore,  Esq.

If  to  the  Holder:

     Heartland  Bank
          212  S.  Central  Avenue
          St.  Louis,  Missouri  63105
          Telephone:  (314)  512-8500
          Facsimile  :  (314)  512-8501
          Attention:  David  Puricelli  and  Andrew  S.  Love

with  a  copy  to:

     Bryan  Cave  LLP
          One  Metropolitan  Square
          Suite  3600
          St.  Louis,  MO  63102
          Telephone:  (314)  259-2000
          Facsimile:  (314)  259-2020
          Attention:  Mr.  Mark  B.  Hillis,  Esq.

     10.     (a)     No  failure  or delay of the Holder in exercising any power
or  right  hereunder  shall operate as a waiver thereof, nor shall any single or
partial  exercise  of  any  such  right  or  power,  or  any  abandonment  or
discontinuance  of steps to enforce such a right or power, preclude any other or
further  exercise  thereof  or  the  exercise  of any other right or power.  The
rights and remedies of the Holder are cumulative and not exclusive of any rights
or remedies which it would otherwise have. The provisions of this Warrant may be
amended,  modified  or  waived  with  (and only with) the written consent of the
Company and the Holder.  The provisions of the Registration Rights Agreement may
be amended, modified or waived only in accordance with the respective provisions
thereof.

          (b)     Any  such  amendment, modification or waiver effected pursuant
to  this  paragraph  10  or the applicable provisions of the Registration Rights
Agreement  shall  be  binding  upon  the  Holder of the Warrant and Common Stock
issuable  upon  exercise,  upon each future holder thereof and upon the Company.
In  the  event  of  any such amendment, modification or waiver the Company shall
give  prompt  notice thereof to the Holder and, if appropriate, notation thereof
shall be made on any Warrant thereafter surrendered for registration of transfer
or  exchange.  No  notice or demand on the Company in any case shall entitle the
Company  to  any  other  or  further  notice  or  demand  in  similar  or  other
circumstances.


                                       11
<PAGE>
     11.     All  representations,  warranties and covenants made by the Company
herein or in any certificate or other instrument delivered by or on behalf of it
in  connection  with the Warrant shall be considered to have been relied upon by
the  Holder  and  shall  survive  the  issuance  and  delivery  of  the Warrant,
regardless  of  any investigation made by the Holder, and shall continue in full
force  and  effect  so long as any Warrant is outstanding. All statements in any
such  certificate  or  other  instrument  shall  constitute  representations and
warranties  hereunder.

     12.     All  covenants,  stipulations, promises and agreements contained in
this  Warrant  by  or  on  behalf  of  the Company shall bind its successors and
assigns,  whether  so  expressed  or  not.

     13.     In  case  any  one  or  more  of  the  provisions  contained in the
Registration  Rights  Agreement  or  this  Warrant  shall be invalid, illegal or
unenforceable  in  any  respect, the validity, legality or enforceability of the
remaining  provisions  contained  herein  and  therein  shall  not in any way be
affected  or  impaired  thereby.  The  parties  shall  endeavor  in  good  faith
negotiations  to  replace  the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of  the  invalid,  illegal  or  unenforceable  provisions.

     14.     The  Company shall not by any action including, without limitation,
amending  its  certificate  of  incorporation  or  through  any  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities  or any other voluntary action, avoid or seek to avoid the observance
or  performance  of  any  at the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such  actions  as  may  be necessary or appropriate to protect the rights of the
Holder against impairment. Without limiting the generality of the foregoing, the
Company  will  (a)  not,  directly  or indirectly, increase the par value of any
shares  of  Common  Stock receivable upon the exercise of this warrant above the
amount payable therefor upon such exercise immediately prior to such increase in
par  value, (b) take all such action as may be necessary or appropriate in order
that  the  Company  may  validly  and legally issue fully paid and nonassessable
(subject  to  Wisconsin  law)  shares  of Common Stock upon the exercise of this
warrant, and (c) use its commercially reasonable best efforts to obtain all such
authorizations  exemptions  or  consents  from any public regulatory body having
jurisdiction  thereof  as  may be necessary to enable the Company to perform its
obligations  under  this  Warrant.

     15.     (a) Any legal action or proceeding with respect to this Warrant may
be brought in the courts of the State of Missouri located in St. Louis County or
the  City  of  St.  Louis  or  of  the United States for the Eastern District of
Missouri,  and,  by  execution  and  delivery  of  this  Warrant,  the  Company
irrevocably  accepts  for  itself  and in respect of its property, generally and
unconditionally,  the  non-exclusive  jurisdiction  of the aforesaid courts. The
Company  hereby  waives  personal  service  of  any  and all process upon it and
consents that all such service of process may be made by registered mail (return
receipt requested) directed to the Company at its address set forth in paragraph
9  and  service  so made shall be deemed to be completed five (5) days after the
same  shall  have been deposited in the U.S. mails.  Nothing herein shall affect
the right of the Holder to serve process in any other manner permitted by law or
to  commence  legal  proceedings or otherwise proceed against the Company in any
other  jurisdiction.


                                       12
<PAGE>
          (b)     The  Company  hereby irrevocably waives any objection which it
may now or hereafter have to the laying of venue of any of the aforesaid actions
or  proceedings arising out of or in connection with this Warrant brought in the
courts referred to in clause (a) above and hereby further irrevocably waives and
agrees  not  to  plead  or  claim  in  any  such  court  that any such action or
proceeding  brought in any such court has been brought in an inconvenient forum.

     16.     All  questions  concerning  this  Warrant  will  be  governed  and
interpreted  and  enforced in accordance with the laws of the State of Missouri,
without  giving  effect  to  rules  governing  the  conflict  of  laws.



     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly  authorized  officer  and  this  Warrant  to  be  dated as of May 18, 2001.

                              THE  FEMALE  HEALTH  COMPANY



                              By
                                ------------------------------------------------

                              Its
                                ------------------------------------------------


                                       13
<PAGE>
                               FORM OF ASSIGNMENT
                       (To Be Signed Only Upon Assignment)


     FOR  VALUE  RECEIVED,  the  undersigned hereby sells, assigns and transfers
unto ___________________________ all of the rights of the undersigned under this
Warrant,  with  respect  to  the  guarantee amount set forth below, and appoints
___________________________  to transfer this Warrant on the books of The Female
Health  Company  with  the  full  power  of  substitution  in  the  premises.
<TABLE>
<CAPTION>



NAME OF ASSIGNEE  ADDRESS  GUARANTEE AMOUNT
----------------  -------  ----------------
<S>               <C>      <C>
</TABLE>




Dated:  ______________________

In  the  presence  of:


___________________________________           __________________________________

(Signature  must  conform in all respects to the name of the holder as specified
on  the  face  of  this  Warrant  without  alteration, enlargement or any change
whatsoever,  and  the  signature  must  be  guaranteed  in  the  usual  manner.)


                                       14
<PAGE>
                                SUBSCRIPTION FORM


           To be Executed by the Holder of this Warrant if such Holder
              Desires to Exercise this Warrant in Whole or in Part:


To:     THE  FEMALE  HEALTH  COMPANY  (the  "Company")


          The  undersigned  ________________________________

          Please  insert  Social  Security  or  other
          identifying  number  of  Subscriber:

          ______________________________

hereby  irrevocably elects to exercise the right of purchase represented by this
Warrant  for,  and  to purchase thereunder, _________ shares of the Common Stock
provided for therein and tenders payment herewith to the order of the Company in
the  amount  of $___________, such payment being made as provided on the face of
this  Warrant,  based  upon  an  exercise  with respect to a Guarantee Amount of
$__________  and  a  purchase  price  of  $_______  per  share.

     Please  issue  a  new  Warrant  for the unexercised portion of the attached
Warrant  in  the  name  of the undersigned or in such other name as is specified
below.

     The  undersigned requests that certificates for such shares of Common Stock
be  issued  as  follows:

Name:

Address:

Deliver  to:

Address:

Dated:                    Signature ____________________________________________

Note:  The  signature on this Subscription Form must correspond with the name as
written upon the face of this Warrant in every particular, without alteration or
enlargement  or  any  change  whatever.


                                       15