REGISTRATION RIGHTS AGREEMENT

          THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated  as of May 18, 2001 (the
"Agreement"), is made between THE FEMALE HEALTH COMPANY, a Wisconsin corporation
(the  "Company"),  and  HEARTLAND  BANK,  a federal savings bank (the "Holder").

                                    RECITALS

          A.     The  Company and the Holder have entered into a Loan Agreement,
dated  as  of the date of this Agreement (the "Loan Agreement"), which provides,
among  other  things,  for  a  $2,000,000  loan  from the Holder to the Company.

          B.     The  Company  has  agreed to issue a warrant (the "Warrant") to
the  Holder  to  purchase  a number of shares of the Company's Common Stock, par
value $0.01 per share (the "Common Stock") equal to (a) $500,000 (the "Guarantee
Amount"), divided by (b) the Warrant purchase price (as determined in accordance
with  the  provisions  set  forth  in the Warrant) as of the date of exercise to
induce  the Holder to execute and deliver the Loan Agreement.  The shares of the
Common  Stock  for which the Warrant is exercisable are collectively referred to
herein  as  the  "Common  Shares."

          C.     The  Company  wishes  to  execute and deliver this Agreement in
order  to induce the Holder to provide the loan under the Loan Agreement and has
agreed  to provide certain registration rights under the Securities Act of 1933,
as  amended,  and the rules and regulations thereunder, or any similar successor
statute  (collectively,  the  "1933  Act"), and applicable state securities laws
with  respect  to  the  Common  Shares.

                                   AGREEMENTS

          In  consideration  of  the premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which  are  hereby  acknowledged,  and intending to be legally bound hereby, the
Company  and  the  Holder  hereby  agree  as  follows:

          1.     Definitions.  As  used  in  this Agreement, the following terms
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shall  have  the  following  meanings:

               (a)     "1934  Act"  shall  mean  the  Securities Exchange Act of
1934,  as  amended,  and  the  rules  and  regulations  promulgated  thereunder.

               (b)     "Guarantors"  shall  mean  any  guarantor  who executes a
guarantee at any time in connection with that certain Loan Agreement dated as of
May  __,  2001  between  the  initial  Holder  and  the  Company,  including any
amendments  thereto.


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               (c)     "Guarantor  Warrants" shall mean the Guarantors' warrants
for  the  purchase  of  shares  in  the  Company which are subject to the Pledge
Agreements  (as  defined  below).

               (d)     "Holder"  shall  have  the meaning set forth in the first
paragraph  hereof,  as  well as any transferee or assignee of the initial Holder
who  agrees  to  become  bound by the provisions of this Agreement in accordance
with  section  10  hereof.

               (e)     "Pledge  Agreements"  shall  mean  any  pledge agreements
entered into at any time by and between the initial Holder and each Guarantor in
connection with that certain Loan Agreement dated as of May __, 2001 between the
Holder and the Company, including any amendments thereto, whereby each Guarantor
pledges,  to  the  initial  Holder,  its  interest  in  certain warrants for the
purchase of stock in the Company, and the corresponding shares of stock issuable
upon  exercise  of  the  warrant..

               (f)     "Registrable Securities" means the Warrant and the Common
Shares,  together  with  any  shares  of  Common  Stock which may be issued as a
dividend  or  other distribution and any additional shares of Common Stock which
may  be  issued due to anti-dilution adjustments with respect to the Warrant and
Common  Shares,  which  are  required to be included in a Registration Statement
pursuant  to  section  2  below.  Upon the occurrence of an Event of Default (as
defined  in  the  Pledge Agreements), the term "Registrable Securities" may also
include,  at  the election of the initial Holder, the Guarantor Warrants and the
corresponding  shares  of  Common  Stock in the event the Guarantor Warrants are
exercised,  together  with  any  shares of Common Stock which may be issued as a
dividend  or  other distribution and any additional shares of Common Stock which
may  be  issued  due  to anti-dilution adjustments with respect to the Guarantor
Warrants  and  shares  of  Common  Stock  underlying  the  Guarantor  Warrants.

               (g)     "Registration  Period"  means the period between the date
of  this  Agreement  and  the  earlier  of  (i)  the  date  on  which all of the
Registrable  Securities  have  been sold pursuant to a Registration Statement or
Rule  144,  or  (ii)  the  date  on  which  the  Registrable  Securities, may be
immediately sold without registration by a Holder who is not an affiliate of the
Company  pursuant  to Rule 144(k) under the 1933 Act or any similar or successor
rule  (provided that the Holder has received an opinion of the Company's counsel
who  is  reasonably acceptable to the Holder covering the matters referred to in
this  clause  (ii)  and  such opinion is reasonably satisfactory to the Holder).
Notwithstanding  the  foregoing,  if  the  Registration  Period  for one type of
Registrable  Security  shall expire, the Registration Period for all other types
of  Registrable  Securities  shall  remain unchanged until such time as they are
sold  in  accordance  with  clause  (i)  above or may be sold in accordance with
clause  (ii)  above.

               (h)     "Registration  Statement"  means a registration statement
filed  with  the  Securities  and Exchange Commission (the "SEC") under the 1933
Act.


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<PAGE>
               (i)     The  terms  "register,"  "registered," and "registration"
refer  to  a  registration  effected  by  preparing  and  filing  a Registration
Statement  in  compliance  with the 1933 Act, and the declaration or ordering of
effectiveness  of  such  Registration  Statement  by  the  SEC.

               (j)     "Rule 144" shall mean Rule 144 promulgated under the 1933
Act  or  any  successor  rule  thereto.

          2.     Registration.  The  Company  covenants  and  agrees:
                 ------------

               (a)     At  any time and from time to time, the Holder may make a
written request to the Company (a "Demand Notice") that the Company register the
offer  and  sale of all or any part of the Holder's Registrable Securities under
the  1933  Act  (a "Demand Registration").  Upon receipt of a Demand Notice, the
Company  will  use  its reasonable best efforts to file within 60 days after the
date  of the Demand Notice a Registration Statement with the SEC registering the
Registrable  Securities  included  in the Demand Notice for resale.  The Company
will  use its reasonable best efforts to cause such Registration Statement to be
declared  effective  by  the  SEC  within  120 days after the date of the Demand
Notice.  Such  reasonable  best  efforts  shall  include, but not be limited to,
promptly  responding to all comments received from the staff of the SEC.  Should
the  Company  receive  notification from the SEC that the Registration Statement
will  receive  no action or no review from the SEC, the Company shall cause such
Registration Statement to become effective within five business days of such SEC
notification.  Once  declared  effective  by  the SEC, the Company shall use all
reasonable  best  efforts  to  cause  such  Registration  Statement  to  remain
continuously  effective  throughout  the  Registration  Period.  Notwithstanding
anything  in  this section 2(a) to the contrary, the Holder shall be entitled to
no  more  than  two  Demand  Registrations.

               (b)     The  offering  of such Registrable Securities pursuant to
the  Registration  Statement  shall  be  in  the  form of either an underwritten
offering  or through the use of brokers or in privately negotiated transactions,
in  either  case as selected by the Holder within no more than five (5) business
days  following  the  date  of  the Demand Notice.  In the event that the Holder
elects that the offering be an underwritten offering, the Company and the Holder
shall  enter  into  a  customary underwriting agreement with such underwriter(s)
(and  the  Holder may at its option require that the representations, warranties
and  covenants  of  the Company to or for the benefit of the underwriter(s) also
are  made  for  the  benefit  of  the  Holder).

               (c)     Notwithstanding  the  foregoing, the Company may delay in
filing  the  Registration  Statement  and  may  withhold  efforts  to  cause the
Registration  Statement  to  become effective, if the Company determines in good
faith that such registration will (i) materially and adversely interfere with or
affect  the  negotiation  or  completion  of  any  actual  or  pending  material
transaction  that  is  being contemplated by the Company (whether or not a final
decision  has  been made to undertake such transaction) at the time the right to
delay  or  withhold  efforts is exercised, or (ii) involve initial or continuing
disclosure  obligations  that  are  not  in  the best interests of the Company's
stockholders.  The  Company may exercise such right to delay or withhold efforts
not  more  than  once  and  for  not more than sixty (60) days.  Notwithstanding

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<PAGE>
anything to the contrary that may be contained in this Agreement, if the Company
exercises  its  right to delay or to withhold efforts, the Company shall use its
reasonable  best  efforts  to  have the Registration Statement filed or declared
effective,  as  the  case  may  be,  at  the earliest practicable date after the
Company's  reasons  for delaying or withholding efforts are no longer applicable
(but  subject  to  the  time  limitation in the immediately preceding sentence).

               (d)     Whenever  the  Company proposes to register (including on
behalf  of  a  selling  stockholder)  any  of  its securities under the 1933 Act
(except for the registration of securities to be offered pursuant to an employee
benefit  plan on Form S-8 or pursuant to a registration made on Form S-4, or any
successor  forms)  at  any time other than pursuant to a Demand Registration and
the  registration  form  to  be  used  may  be  used for the registration of the
Registrable  Securities  (a  "Piggyback  Registration"),  it  will so notify the
Holder in writing no later than the earlier to occur of (i) the tenth (10th) day
following  the  Company's  receipt  of  notice  of  exercise  of  other  demand
registration  rights,  or  (ii) 30 days prior to the anticipated date of filing.
Subject  to  the  provisions  of  section  2(f), the Company will include in the
Piggyback  Registration  all  Registrable  Securities  with respect to which the
Company has received written requests for inclusion from the Holder with fifteen
(15)  business  days  after  the  Holder's receipt of the Company's notice.  The
Holder  may  withdraw  all  or  any  part  of  the Registrable Securities from a
Piggyback  Registration  at  any time before ten (10) business days prior to the
effective  date  of the Piggyback Registration.  The Company, the Holder and any
person  who  hereafter  becomes  entitled  to  register  its  securities  in  a
registration  initiated  by  the Company shall sell their securities on the same
terms  and  conditions.

               (e)     If the managing underwriter gives the Company its written
opinion  that  the  total  number  of securities requested to be included in the
Piggyback  Registration  exceeds  the number of securities that can be sold, the
Company  will  include the securities in the registration in the following order
of  priority:  (i) first, all securities the Company or the shareholder for whom
the Company is effecting the registration, as the case may be, proposes to sell;
(ii)  second,  up  to  the full number of Registrable Securities requested to be
included in the registration; and (iii) third, any other securities requested to
be  included, allocated among the holders of such securities in such proportions
as  the  Company  and  those  holders  may  agree.

               (f)     If  any  Piggyback  Registration  is  an  underwritten
offering,  the  Company and the Holder shall enter into a customary underwriting
agreement  with  the  underwriter(s) administering the offering.  The Holder may
not  participate  in  any  Piggyback  Registration  without (i) agreeing to sell
securities  on  the  basis provided in the underwriting arrangements approved by
the  Company,  and  (ii)  completing  all  questionnaires,  powers  of attorney,
indemnities,  underwriting  agreements  and  other  documents  required  by  the
underwriting  arrangements.

               (g)     Upon the occurrence of an Event of Default (as defined in
the  Pledge Agreements) and the transfer of the Guarantor Warrants thereunder to
the  initial  Holder  pursuant to the terms of the Pledge Agreements and by law,
the  Company  hereby  agrees,  at  the  election  of  the  initial Holder, to be
exercised  by  notice  in  writing to the Company within sixty (60) days of such
transfer,  the  terms  and  conditions  of  this  Agreement shall also cover the

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<PAGE>
Guarantor Warrants and the corresponding shares of Common Stock in the event the
Guarantor Warrants are exercised, together with any shares of Common Stock which
may  be  issued as a dividend or other distribution and any additional shares of
Common  Stock  which may be issued due to anti-dilution adjustments with respect
to  the  Guarantor  Warrants and shares of Common Stock underlying the Guarantor
Warrants.

          3.     Additional  Obligations of the Company.  In connection with the
                 --------------------------------------
registration of the Registrable Securities, the Company shall have the following
additional  obligations:

               (a)     The  Company  shall  keep  the  Registration  Statement
effective  pursuant  to  Rule  415  under  the  1933 Act at all times during the
Registration  Period  as  defined  in  section  1(g)  above.

               (b)     The  Registration  Statement (including any amendments or
supplements  thereto  and  prospectuses  contained therein) filed by the Company
shall  not  contain  any  untrue statement of a material fact or omit to state a
material fact required to be stated therein, or necessary to make the statements
therein,  in light of the circumstances in which they were made, not misleading.
The  Company  shall  prepare  and  file  with the SEC such amendments (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus  used  in  connection  with  the  Registration  Statement  as  may be
necessary  to  keep the Registration Statement effective at all times during the
Registration  Period,  and, during such period, shall comply with the provisions
of the 1933 Act applicable to the Company with respect to the disposition of all
Registrable  Securities  of  the  Company  covered by the Registration Statement
until  such  time as all of such Registrable Securities have been disposed of in
accordance  with  the  intended methods of disposition by the sellers thereof as
set  forth  in the Registration Statement.  In the event the number of shares of
Common  Stock  included  in  a  Registration  Statement  filed  pursuant to this
Agreement  is  insufficient  to  cover  all  of  the Registrable Securities, the
Company  shall  amend  the Registration Statement and/or file a new Registration
Statement  so  as  to  cover  all  of  the  Registrable  Securities  as  soon as
practicable.  The  Company  shall  use its reasonable best efforts to cause such
amendment  and/or  new  Registration  Statement  to  become effective as soon as
practicable  following  the  filing  thereof.

               (c)     The  Company  shall  furnish  to  each  Holder  whose
Registrable  Securities  are included in the Registration Statement (i) promptly
after  the  same  is  prepared  and  publicly distributed, filed with the SEC or
received  by  the  Company,  one  copy  of  the  Registration  Statement and any
amendment  thereto,  each  preliminary  prospectus and final prospectus and each
amendment  or  supplement  thereto, and each substantive letter written by or on
behalf  of  the  Company  to  the  SEC  and  each  item  of  each  substantive
correspondence  from  the  SEC,  in  each  case  relating  to  such Registration
Statement (other than any portion of any item thereof which contains information
for  which  the Company has sought confidential treatment); and (ii) such number
of  copies  of  a  prospectus,  including  a  preliminary  prospectus,  and  all
amendments  and supplements thereto, and such other documents as such Holder may
reasonably  request  in  order  to facilitate the disposition of the Registrable
Securities  owned  by  such  Holder.


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<PAGE>
               (d)     The  Company shall use its reasonable best efforts to (i)
register  and  qualify  the  Registrable  Securities covered by the Registration
Statement  under such other securities or blue sky laws of such jurisdictions as
the  Holder  reasonably  requests,  (ii) prepare and file in those jurisdictions
such  amendments  (including  post-effective amendments) and supplements to such
registrations  as  may be necessary to maintain the effectiveness thereof during
the  Registration  Period,  (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during the
Registration  Period,  and  (iv)  take all other actions reasonably necessary or
advisable  to qualify the Registrable Securities for sale in such jurisdictions.
Notwithstanding  the  foregoing  provision, the Company shall not be required in
connection  therewith or as a condition thereto to (i) qualify to do business in
any  jurisdiction  where  it  would not otherwise be required to qualify but for
this  section  3(d),  (ii)  subject  itself  to  general  taxation  in  any such
jurisdiction,  (iii)  file  a  general consent to service of process in any such
jurisdiction, (iv) provide any undertakings that cause more than nominal expense
or burden to the Company, or (v) make any change in its charter or bylaws, which
in  each case the Board of Directors of the Company determines to be contrary to
the  best  interests  of  the  Company  and  its  stockholders.

               (e)     The  Company  shall  notify  each  Holder  who  holds
Registrable  Securities  being  sold pursuant to a Registration Statement of the
happening  of  any event of which the Company has knowledge as a result of which
the prospectus included in the Registration Statement as then in effect includes
an  untrue  statement  of  a  material  fact  or  omits to state a material fact
required  to  be  stated therein or necessary to make the statements therein not
misleading  (a "Suspension Event").  The Company shall make such notification as
promptly  as  practicable  after  the  Company  becomes aware of such Suspension
Event, shall promptly use its reasonable best efforts to prepare a supplement or
amendment  to  the  Registration  Statement  to correct such untrue statement or
omission,  and  shall  deliver  a  copy  of such supplement or amendment to each
Holder.

               (f)     The  Company  shall  use  its  reasonable best efforts to
prevent the issuance of any stop order or other suspension of effectiveness of a
Registration Statement and, if such an order is issued, shall use its reasonable
best  efforts  to  obtain  the withdrawal of such order at the earliest possible
time  and  to  notify each Holder who holds Registrable Securities being sold of
the  issuance  of  such  order  and  the  resolution  thereof.

               (g)     The  Company  shall  permit  a  single  firm  of  counsel
designated by the Holder to review the Registration Statement and all amendments
and  supplements  thereto  (as  well  as  all  requests  for  acceleration  or
effectiveness  thereof)  a  reasonable period of time prior to their filing with
the  SEC,  and  shall  not  file  any  document  in a form to which such counsel
reasonably  objects.

               (h)     The  Company  shall  make available for inspection by the
Holder whose Registrable Securities are being sold pursuant to such registration
and  any  attorney,  accountant  or  other  agent  retained  by  any such Holder
(collectively,  the  "Inspectors"),  all  pertinent financial and other records,
pertinent  corporate  documents and properties of the Company (collectively, the
"Records"),  as  shall  be  reasonably  necessary  to  enable  each  Inspector

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to  exercise its due diligence responsibility, and cause the Company's officers,
directors  and  employees  to  supply  all  information  which any Inspector may
reasonably  request  for purposes of such due diligence; provided, however, that
each  Inspector  shall  hold  in  confidence  and  shall not make any disclosure
(except  to  a  Holder)  of  any  Record  or  other  information  unless (i) the
disclosure  of  such  Records is necessary to avoid or correct a misstatement or
omission  in  any  Registration  Statement,  (ii) the release of such Records is
ordered pursuant to a subpoena or other order from a court or government body of
competent  jurisdiction,  or (iii) the information in such Records has been made
generally  available to the public other than by disclosure in violation of this
or  any  other  agreement.  The  Company  shall  not be required to disclose any
confidential  information in such Records to any Inspector until and unless such
Inspector  shall  have  entered  into  confidentiality  agreements  (in form and
substance  reasonably satisfactory to the Company) with the Company with respect
thereto, substantially in the form of this section 3(h).  The Holder agrees that
it  shall,  upon  learning  that disclosure of such Records is sought in or by a
court  or  governmental  body  of competent jurisdiction or through other means,
give  prompt  notice  to  the  Company  and  allow the Company, at the Company's
expense,  to undertake appropriate action to prevent disclosure of, or to obtain
a  protective  order for, the Records deemed confidential.  Nothing herein shall
be  deemed  to  limit  the  Holder's ability to sell Registrable Securities in a
manner  which  is  otherwise  consistent  with  applicable laws and regulations.

               (i)     The  Company  shall  cooperate  with  the  Holder  of
Registrable  Securities and each underwriter participating in the disposition of
such  Registrable Securities, if any, and their respective counsel in connection
with any filings required to be made with the National Association of Securities
Dealers,  Inc.

               (j)     In  the  event  of  a  underwritten offering, the Company
shall enter into and perform its obligations under an underwriting agreement, in
usual  and  customary  form, with the underwriter(s) of such offering, with such
terms  and  conditions  as  the  Company  and the underwriter(s) may agree.  The
Holder, if participating in such underwriting, shall also enter into and perform
its  obligations  under  such  an  agreement.

               (k)     The  Company  shall  take  all  other  reasonable actions
reasonably  requested  by  the  Holder  which  are  necessary  to  expedite  and
facilitate  disposition  by the Holder of the Registrable Securities pursuant to
the  Registration  Statement.

          4.     Obligations of the Holder.  In connection with the registration
                 -------------------------
of  the Registrable Securities, the Holder shall have the following obligations:

               (a)     It  shall  be a condition precedent to the obligations of
the  Company  to  take any action pursuant to this Agreement with respect to the
Holder  that the Holder shall furnish in writing to the Company such information
regarding  the  Holder,  the  Registrable  Securities held by the Holder and the
intended  method of disposition of the Registrable Securities held by the Holder
as  shall  be  required to effect the registration of the Registrable Securities
and  shall  execute  such  documents in connection with such registration as the
Company  may  reasonably  request.


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               (b)     The  Holder, by acceptance of the Registrable Securities,
agrees  to  cooperate with the Company as reasonably requested by the Company in
connection  with  the  preparation  and  filing  of  the  Registration Statement
hereunder  unless  such  Holder  has  notified  the  Company  in writing of such
Holder's  election  to  exclude all of such Holder's Registrable Securities from
the  Registration  Statement.

               (c)     The  Holder  agrees that, upon receipt of any notice from
the  Company of the happening of any event of the kind described in section 3(e)
or  3(f),  such  Holder  will immediately discontinue disposition of Registrable
Securities  pursuant  to  the  Registration  Statement covering such Registrable
Securities  until  such  Holder's  receipt  of the copies of the supplemented or
amended  prospectus contemplated by section 3(e) or 3(f)  and, if so directed by
the  Company,  such  Holder  shall deliver to the Company (at the expense of the
Company)  or  destroy (and deliver to the Company a certificate of destruction )
all  copies  in  such  Holder's  possession,  of  the  prospectus  covering such
Registrable  Securities  current  at  the  time  of receipt of such notice.  The
Company  shall  use  its  reasonable  best  efforts to limit the duration of any
discontinuance  of  disposition  of  Registrable  Securities  pursuant  to  this
paragraph.

          5.     Expenses  of  Registration.  All expenses, other than discounts
                 --------------------------
and commissions attributable to the sale of any Registrable Securities, incurred
in  connection with registrations, filings or qualifications pursuant to section
2,  including,  without limitation, all registration, listing and qualifications
fees,  printers  and  accounting fees, and the fees and disbursements of counsel
for  the  Company,  shall  be  borne  by  the  Company.

          6.     Indemnification.  In  the  event any Registrable Securities are
                 ---------------
included  in  a  Registration  Statement  under  this  Agreement:

               (a)     The  Company will indemnify and hold harmless each Holder
who  holds  such  Registrable Securities, the directors, if any, of such Holder,
the  officers  and  employees,  if any, of such Holder, each person, if any, who
controls  any  Holder  within the meaning of the 1933 Act (each, an "Indemnified
Person"), against any losses, claims, damages, expenses or liabilities (joint or
several)  or  actions in respect thereof (collectively "Claims") to which any of
them  become subject under the 1933 Act or otherwise, insofar as such Claims (or
actions  or  proceedings,  whether  commenced or threatened, in respect thereof)
arise  out  of  or  are based upon any of the following statements, omissions or
violations  in  the  Registration  Statement,  or  any  post-effective amendment
thereof,  or  any  prospectus  included  therein:  (i)  any  untrue statement or
alleged  untrue  statement  of  a  material  fact  contained in the Registration
Statement  or  any  post-effective  amendment thereof or the omission or alleged
omission  to  state  therein  a  material  fact required to be stated therein or
necessary  to  make  the  statements  therein  not  misleading,  (ii) any untrue
statement  or  alleged  untrue  statement  of  a  material fact contained in any
preliminary  prospectus if used prior to the effective date of such Registration
Statement,  or contained in the final prospectus (as amended or supplemented, if
the  Company  files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make  the statements made therein, in light of the circumstances under which the
statements  therein were made, not misleading, or (iii) any violation or alleged
violation  by  the  Company  of  the 1933 Act or any state securities law or any

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rule  or  regulation  (the  matters  in  the foregoing clauses (i) through (iii)
being,  collectively,  "Violations").  Subject  to the restrictions set forth in
section  6(c)  with  respect  to  the number of legal counsel, the Company shall
reimburse  the  Holder and each such underwriter or controlling person, promptly
as  such  expenses  are  incurred and are due and payable, for any legal fees or
other  expenses  reasonably incurred by them in connection with investigating or
defending  any  such  Claim.  Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this section 6(a):  (A) shall
not  apply  to  a Claim arising out of or based upon a Violation which occurs in
reliance  upon  and  in  conformity with information furnished in writing to the
Company  by  any  Indemnified  Person or underwriter for such Indemnified Person
expressly  for  use  in  connection  with  the  preparation  of the Registration
Statement  or any such amendment thereof or supplement thereto; (B) with respect
to  any preliminary prospectus shall not inure to the benefit of any such person
from  whom  the  person  asserting  any  such  Claim  purchased  the Registrable
Securities  that  are  the  subject  thereof  (or  to  the benefit of any person
controlling  such  person)  if the untrue statement or omission of material fact
contained in the preliminary prospectus was corrected in the prospectus, as then
amended  or  supplemented,  if  a  prospectus  was  timely made available by the
Company pursuant to section 3(c) hereof; and (C) shall not apply to amounts paid
in  settlement  of  any  Claim  if such settlement is effected without the prior
written  consent  of  the  Company,  which  consent  shall  not  be unreasonably
withheld.  Such  indemnity  shall  remain in full force and effect regardless of
any  investigation  made  by  or  on behalf of the Indemnified Persons and shall
survive  the  transfer  of  the Registrable Securities by the Holder pursuant to
section 10.  In connection with a firm or best efforts underwritten offering, to
the  extent  customarily  required by the managing underwriter, the Company will
indemnify  the  underwriters,  their  officers,  directors,  trustees, partners,
employees,  advisors  and  agents, and each person who controls the underwriters
(within  the  meaning  of  Section  15 of the 1933 Act or Section 20 of the 1934
Act),  together  with  all  officers,  directors, trustees, partners, employees,
advisors  and agents of such controlling person, to the extent customary in such
agreements.

               (b)     In  connection  with  any Registration Statement in which
the  Holder  is participating, the Holder agrees to indemnify and hold harmless,
to  the  same  extent  and  in  the  same  manner set forth in section 6(a), the
Company,  each of its directors, each of its officers who signs the Registration
Statement,  each  person, if any, who controls the Company within the meaning of
the  1933  Act  (an "Indemnified Party"), against any Claim to which any of them
may  become  subject,  under  the  1933  Act or otherwise, insofar as such Claim
arises  out  of  or is based upon any Violation, in each case to the extent (and
only  to  the  extent)  that  such  Violation  occurs  in  reliance  upon and in
conformity  with  written  information  furnished  to the Company by such Holder
expressly  for  use  in  connection  with  such Registration Statement, and such
Holder  will  reimburse  any legal fees or other expenses reasonably incurred by
them  in  connection  with  investigating or defending any such Claim; provided,
however,  that  the indemnity agreement contained in this section 6(b) shall not
apply  to amounts paid in settlement of any Claim if such settlement is effected
without  the  prior  written  consent of such Holder, which consent shall not be
unreasonably  withheld;  provided  further,  however,  that  the Holder shall be
liable  under  this  section  6(b)  for  only that amount of a Claim as does not
exceed  the  net  proceeds to such Holder as a result of the sale of Registrable
Securities pursuant to such Registration Statement.  Such indemnity shall remain
in  full  force  and  effect  regardless  of  any  investigation  made  by or on

                                        9
<PAGE>
behalf  of  such  Indemnified  Party  and  shall  survive  the  transfer  of the
Registrable Securities by the Holder pursuant to section 10.  In connection with
a firm or best efforts underwritten offering, to the extent customarily required
by  the  managing underwriter, the Holder will indemnify the underwriters, their
officers,  directors,  trustees,  partners,  employees, advisors and agents, and
each  person  who controls the underwriters (within the meaning of Section 15 of
the  1933  Act  or  Section  20  of  the  1934 Act), together with all officers,
directors,  trustees,  partners,  employees,  advisors  and  agents  of  such
controlling  person,  to  the  extent  customary  in  such  agreements.

               (c)     Promptly  after  receipt  by  an  Indemnified  Person  or
Indemnified  Party  under  this  section  6 of notice of the commencement of any
action  (including  any  governmental  action),  such  Indemnified  Person  or
Indemnified Party shall, if a Claim in respect thereof is to be made against any
indemnifying  party  under  this  section 6, deliver to the indemnifying party a
written  notice  of  the  commencement thereof and this indemnifying party shall
have  the  right to participate in, and, to the extent the indemnifying party so
desires,  jointly with any other indemnifying party similarly noticed, to assume
control  of  the  defense  thereof  with  counsel  mutually  satisfactory to the
indemnifying  parties;  provided,  however,  that  an  Indemnified  Person  or
Indemnified  Party shall have the right to retain its own counsel, with the fees
and expenses to be paid by the indemnifying party, if, in the reasonable opinion
of  counsel  retained  by  the  indemnifying  party,  the representation by such
counsel  of  the  Indemnified  Person  or Indemnified Party and the indemnifying
party  would  be  inappropriate  due  to actual or potential differing interests
between such Indemnified Person or Indemnified Party and other party represented
by such counsel in such proceeding.  The Company shall pay for only one separate
legal  counsel  for  the  Holder;  such  legal  counsel shall be selected by the
Holder.  The  failure to deliver written notice to the indemnifying party within
a  reasonable time of the commencement of any such action shall not relieve such
indemnifying  party  of  any  liability to the Indemnified Person or Indemnified
Party  under this section 6, except to the extent that the indemnifying party is
prejudiced  in  its ability to defend such action.  The indemnification required
by  this  section  6  shall  be  made by periodic payments of the amount thereof
during the course of the investigation or defense, as such expense, loss, damage
or  liability  is  incurred  and  is  due  and  payable.

          7.     Contribution.  If  for  any reason the indemnification provided
                 ------------
for in section 6 is unavailable to an Indemnified Party or an Indemnified Person
or is insufficient to hold it harmless as payable by the Indemnified Party or an
Indemnified  Person  as  contemplated  therein, the indemnifying party agrees to
make  the  maximum  contribution  with respect to any amounts for which it would
otherwise be liable under section 6, provided, however, that (i) no contribution
shall be made under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in section 6, (ii) no seller
of  Registrable  Securities  guilty  of fraudulent misrepresentation (within the
meaning of section 11(f) of the 1933 Act) shall be entitled to contribution from
any  seller  of  Registrable  Securities  who  was not guilty of such fraudulent
misrepresentation,  and  (iii)  contribution  by  any  seller  of  Registrable
Securities  shall be limited in amount to the net amount of proceeds received by
such  seller  from  the  sale  of  such  Registrable  Securities.


                                       10
<PAGE>
          8.     Changes  in  Capital  Stock.  If, and as often as, there is any
                 ---------------------------
change  in  the  capital  stock  of  the  Company by way of a stock split, stock
dividend,  combination  or reclassification, or through a merger, consolidation,
reorganization  or  recapitalization,  or  by  any  other  means,  appropriate
adjustment  shall  be  made  in  the  provisions  hereof  so that the rights and
privileges granted hereby shall continue with respect to the capital stock as so
changed.

          9.     Rule  144  Reporting.  With  a  view to making available to the
                 --------------------
Holder the benefits of Rule 144 and any other rule or regulation of the SEC that
may  at any time permit a Holder to sell securities of the Company to the public
without  registration,  the  Company  agrees  to:

               (a)     Make  and  keep  public  information  available, as those
terms  are  understood  and  defined  in  Rule  144, at all times after the date
hereof;

               (b)     File  with  the  SEC  in  a timely manner all reports and
other documents required of the Company under the 1933 Act and the 1934 Act; and

               (c)     Furnish  to  any  Holder,  so long as the Holder owns any
Registrable  Securities,  upon request (i) a written statement by the Company as
to  its  compliance with the reporting requirements of the 1933 Act and the 1934
Act (at any time after it has become subject to such reporting requirements), or
as  to its qualification as a registrant whose securities may be resold pursuant
to  Form S-3 or any registration form under the 1933 Act subsequently adopted by
the  SEC  that permits the inclusion or incorporation of substantial information
by  reference  to other documents filed by the Company with the SEC (at any time
after  it  so  qualifies),  (ii)  a  copy of the most recent annual or quarterly
report  of  the  Company  and  such  other reports and documents so filed by the
Company,  and  (iii)  such  other  information as may be reasonably requested in
availing  any  Holder  of  any  rule  or regulation of the SEC which permits the
selling  of  any  such securities without registration or pursuant to such form.

          10.     Assignment  of  Registration  Rights.  The  rights to have the
                  ------------------------------------
Company  register  Registrable  Securities  pursuant  to this Agreement shall be
automatically  assigned  by the Holder to transferees or assignees of all or any
portion  of such Registrable Securities if (i) the Holder agrees in writing with
the  transferee  or assignee to assign such rights, and a copy of such agreement
is furnished to the Company within a reasonable time after such assignment, (ii)
the  Company  is,  within  a  reasonable time after such transfer or assignment,
furnished  with  written  notice  of  the name and address of such transferee or
assignee  and  the securities with respect to which such registration rights are
being  transferred  or assigned, (iii) following such transfer or assignment the
further  disposition  of  such  securities  by  the  transferee  or  assignee is
restricted  under the 1933 Act and applicable state securities laws, and (iv) at
or  before  the  time  the  Company  received the written notice contemplated by
clause  (ii) of this sentence, the transferee or assignee agrees in writing with
the  Company  to  be  bound  by  all of the provisions contained herein.  Upon a
transfer  in  compliance with this section 10 , all references in this Agreement
to  "Holder"  shall  be  deemed to refer in addition to any transferee hereunder
with  respect  to  such  transferred  Registrable  Securities.  Notwithstanding
anything  to  the contrary that may be contained in this Agreement, in the event
that  the  Holder  does  not  transfer  all  of  the  Registrable

                                       11
<PAGE>
Securities  or transfers the Registrable Securities to more than one transferee,
the  holders  of the Registrable Securities thereafter shall be entitled to take
any action hereunder by the approval of not less than thirty-three percent (33%)
of  all  Registrable Securities or by the approval of not less than thirty-three
percent  (33%)  of  the  Registrable  Securities  which  are the subject of such
registration,  as  appropriate.

          11.     Amendment  of  Registration  Rights.  Provisions  of  this
                  -----------------------------------
Agreement  may  be  amended  and  the  observance  thereof may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only  with  the  written  consent  of  the  Company and the Holder(s) who hold a
majority  interest  of  the  Registrable  Securities.  Any  amendment  or waiver
effected  in  accordance  with this section 11 shall be binding upon each Holder
and  the  Company.

          12.     Miscellaneous.
                  -------------

               (a)     Conflicting  Instructions.  A  person or entity is deemed
                       -------------------------
to  be a Holder of Registrable Securities whenever such person or entity owns of
record  such  Registrable  Securities.  If  the  Company  receives  conflicting
instructions,  notices  or  elections  from two or more persons or entities with
respect to the same Registrable Securities, the Company shall act upon the basis
of  instructions,  notice or election received from the registered owner of such
Registrable  Securities.

               (b)     Notices.  Any  notices  required or permitted to be given
                       -------
under  the terms of this Agreement 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  section  12(b):

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


                                       12
<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.

               (c)     Waiver.  Failure  of  any  party to exercise any right or
                       ------
remedy under this Agreement or otherwise, or delay by a party in exercising such
right  or  remedy,  shall  not  operate  as  a  waiver  thereof.

               (d)     Governing  Law.  This  Agreement  shall  be  enforced,
                       --------------
governed  by  and construed in accordance with the laws of the State of Missouri
applicable  to  the  agreements  made  and  to be performed entirely within such
state,  without  giving  effect  to  rules  governing  the  conflict  of  laws.

               (e)     Any  legal  action  or  proceeding  with  respect to this
Agreement  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 Agreement, 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

                                       13
<PAGE>
such  service  of  process  may  be  made  by  registered  mail  (return receipt
requested) directed to the Company at its address set forth in section 12(b) 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.

               (f)     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 Agreement
brought  in  the  courts  referred  to  in  clause  (e) 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.

               (g)     Severability.  In  the  event  that any provision of this
                       ------------
Agreement  is  invalid  or unenforceable under any applicable statute or rule of
law,  then  such provision shall be deemed inoperative to the extent that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule  of  law.  Any  provision  hereof  which may prove invalid or unenforceable
under  any  law  shall  not  affect  the validity or enforceability of any other
provision  hereof.

               (h)     Entire  Agreement.  This Agreement constitutes the entire
                       -----------------
agreement  among  the  parties hereto with respect to the subject matter hereof.
There  are  no  restrictions,  promises,  warranties or undertakings, other than
those set forth or referred to herein or therein.  This Agreement supersedes all
prior agreements and understandings among the parties hereto with respect to the
subject  matter  hereof.

               (i)     Successors  and  Assigns.  Subject to the requirements of
                       ------------------------
section  10  hereof, this Agreement shall inure to the benefit of and be binding
upon  the  successors  and  assigns  of  each  of  the  parties  hereto.

               (j)     Use of Pronouns.  All pronouns and any variations thereof
                       ---------------
refer  to  the masculine, feminine or neuter, singular or plural, as the context
may  require.

               (k)     Headings.  The  headings and subheadings in the Agreement
                       --------
are  for  convenience  of reference only and shall not limit or otherwise affect
the  meaning  hereof.

               (l)     Counterparts.  This  Agreement  may be executed in two or
                       ------------
more  counterparts,  each  of which shall be deemed an original but all of which
shall constitute one and the same agreement.  This Agreement, once executed by a
party, may be delivered to the other party hereto by facsimile transmission, and
facsimile  signatures  shall  be  binding  on  the  parties  hereto.

               (m)     Further  Acts.  Each party shall do and perform, or cause
                       -------------
to  be  done  and performed, all such further acts and things, and shall execute
and  deliver  all  such  other

                                       14
<PAGE>
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of  this Agreement and the consummation of the transactions contemplated hereby.

               (n)     Consents.  All  consents  and  other determinations to be
                       --------
made by the Holder pursuant to this Agreement shall be made by Holder(s) holding
a  majority  of  the  Registrable Securities, determined as if all Warrants then
outstanding  had  been  converted  into  or  exercised  for  Common  Shares.

                       [Signatures on the following page]

                                       15
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  have  caused this Agreement to be duly
executed  as  of  the  date  first  above  written.

COMPANY:

THE  FEMALE  HEALTH  COMPANY

By:_____________________________________
   O.B.  Parrish,  Chairman  and  Chief
   Executive  Officer


HOLDER:

HEARTLAND  BANK



By:_____________________________________


                                       16