PLEDGE  AGREEMENT
                               -----------------


     This  PLEDGE  AGREEMENT (this "Agreement") is dated as of the ______ day of
May,  2001, between HEARTLAND BANK, a federal savings bank ("Lender"), having an
address  of  212  South  Central  Avenue, Suite 200, Clayton, Missouri 63105 and
________________________________,  having an address of ________________________
("Pledgor").

                   W  I  T  N  E  S  S  E  T  H   T  H  A  T  :

     WHEREAS,  the  Lender  has  made  a  loan  to  The Female Health Company, a
Wisconsin  corporation ("FHC") pursuant to a certain Loan Agreement, dated as of
even date herewith by and between Lender and FHC (as amended, modified, restated
or  replaced  from  time  to  time,  the  "Loan  Agreement");

     WHEREAS,  pursuant to the terms of the Loan Agreement, Lender has agreed to
make  certain  loans  to  FHC  consisting  of  a loan in an amount not to exceed
$2,000,000 (collectively, the "Loan"), as evidenced by a certain promissory note
executed  by FHC in favor of Lender, dated as of even date herewith (as amended,
modified,  restated  or  replaced  from  time  to  time,  the  "Note");

     WHEREAS,  the  Loan  is  guaranteed by a certain Continuing Secured Limited
Guaranty,  dated as of even date herewith executed by Pledgor in favor of Lender
(the  "Guaranty");

     WHEREAS,  the  Lender  has required as a condition, among others, to making
the  Loan  to  FHC,  and  in order to guarantee the prompt and complete payment,
observance  and  performance  of  all  of  the  indebtedness,  obligations  and
liabilities  of  FHC  owing to Lender under the Loan Agreement, the Note and the
other  loan  documents executed in connection therewith (collectively, the "Loan
Documents")  (all  such  indebtedness,  obligations  and  liabilities  of  FHC,
including the Obligations (as defined in the Loan Agreement), as the same may be
extended, renewed and modified, together with all liabilities and obligations of
the  Pledgor  to the Lender hereunder and under the Guaranty, including, without
limitation,  all  interest  payments, attorneys' fees and other charges becoming
due  thereunder  or  in  connection  therewith,  and  including  any amendments,
modifications,  replacements,  and  restatements  thereof  being  hereinafter
collectively  referred  to  as, the "Liabilities"), that the Pledgor execute and
deliver  this  Agreement  to  Lender  as  security  for  the  guarantee  of such
Liabilities  by  Pledgor;

     WHEREAS, in order to induce the Lender to make the financial accommodations
and extensions of credit to FHC contemplated by the Loan Agreement and to accept
the Guaranty, which, it is acknowledged, the Lender is doing so in reliance upon
this  Agreement,  Pledgor  desires  to  enter into this Agreement and pledge and
grant  a  security  interest  to  the  Lender  in  the collateral as hereinafter
described.


<PAGE>
     NOW,  THEREFORE,  for  and  in  consideration  of  the foregoing and of any
financial accommodations or extensions of credit (including, without limitation,
any  loan  or  advance  by  renewal,  refinancing or extension of the agreements
described  hereinabove or otherwise) heretofore, now or hereafter made to or for
the  benefit  of  FHC  and  Pledgor  by  Lender  and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  hereto  agree  as  follows:

     1.     Grant  of  Security  Interest. Pledgor hereby pledges to Lender, and
            -----------------------------
grants to Lender as security for the prompt and complete payment, observance and
performance of the Liabilities, a lien and security interest in (i) that certain
Warrant  dated  [_____________]  and  expiring on [______________], _________ to
purchase  [__________________]  shares  of  common  stock of FHC (the "Shares"),
executed by FHC and assigned and delivered to Pledgor of even date herewith (the
"Warrant"),  (ii)  any and all shares of the capital stock of FHC at any time or
from time to time issued or otherwise distributed pursuant to the Warrant, (iii)
the  Registration Rights Agreement, dated as of even date herewith, entered into
by  and  between  Pledgor  and  FHC  whereby  FHC  agrees  to  provide  certain
registration  rights under the Securities Act of 1933 to Pledgor with respect to
the  Shares  (the  "Registration  Rights  Agreement"), (iv) all dividends, cash,
securities,  instruments  and  other property from time to time paid, payable or
otherwise distributed in respect of or in exchange for any or all of the Warrant
and such Shares, (v) any and all distributions made by Pledgor in respect of the
Warrant and the Shares, whether in cash or in kind, by way of dividends or stock
splits, or pursuant to a merger or consolidation or otherwise, or any substitute
security  issued  upon conversion, reorganization or otherwise, (vi) any and all
other  property  hereafter delivered to Pledgor or Lender in substitution for or
in addition to any of the foregoing (including without limitation all securities
issued  pursuant  to  any shareholder agreement, stock purchase agreement, stock
purchase rights or other agreement with respect to stock of FHC to which Pledgor
may  now or hereafter be a party), all certificates and instruments representing
or  evidencing  such  property  and  all  cash, securities, interest, dividends,
rights,  and  other  property  at  any  time  and  from  time  to time received,
receivable  or otherwise distributed in respect of or in exchange for any or all
thereof,  and (vii) any and all proceeds of any of the foregoing (the foregoing,
together  with the property and interests in the property described in Section 7
                                                                       ---------
and  8  below,  being hereinafter collectively referred to as the "Collateral").
     -

     2.     Perfection  of Security Interest.  The Pledgor agrees (i) to execute
            --------------------------------
and  deliver  to  Lender  such  uniform  commercial code financing statements as
Lender  may  reasonably request with respect to the Collateral, (ii) deliver the
Warrant to Lender, and (iii) to take such other steps as Lender may from time to
time  request  to  perfect  Lender's  security  interest in the Collateral under
applicable  law.

     3.     Representations.  Pledgor  represents,  warrants,  acknowledges  and
            ---------------
agrees  that  at  all  times  while  the  Liabilities  are  outstanding:

          (a) The Pledgor is the sole, direct, legal and beneficial owner of the
     Collateral.

          (b)  The  Pledgor  has  full  power  and  authority to enter into this
     Agreement.


                                        2
<PAGE>
          (c)  There are no restrictions upon the voting rights associated with,
     or  the  transfer  of,  any  of  the  Collateral.

          (d)  The Pledgor has the right (i) upon conversion of the Warrant into
     Shares,  to  vote  the  Collateral, and (ii) to pledge and grant a security
     interest  in  all  or  any part of the Collateral free of any lien or other
     charge,  encumbrance  or  restriction.

          (e)  The  Pledgor  has  the  right  to transfer all or any part of the
     Collateral  free  of  any lien or other charge, encumbrance or restriction.

          (f) The Collateral and all proceeds of the Collateral shall constitute
     security for any and all of the Liabilities and may be held for the payment
     thereof  for  such  periods  and  applied thereto at such times and in such
     order  as the Lender from time to time may deem appropriate, whether or not
     the  Liabilities for which the same are held or applied are in existence at
     the time of delivery of this Agreement or the Collateral and whether or not
     such  Liabilities  are  contingent,  unliquidated  or  unmatured.

          (g)  Pledgor  shall  keep  the Collateral free from all other security
     interests,  liens  or encumbrances. Pledgor shall procure, execute, endorse
     and  deliver  all  documents  which  the  Lender  may reasonably require to
     protect,  enforce  or  otherwise  effectuate  the  Lender's  rights  in the
     Collateral,  including  but  not  limited  to  execution and delivery of an
     Assignment  of  Warrant  in  the  form  attached  hereto  as  Exhibit A and
                                                                   ----------
     Assignment  of Registration of Rights Agreement in the form attached hereto
     as Exhibit B.
        ----------

          (h)  Pledgor  will  do  and  perform  all  reasonable acts that may be
     necessary and appropriate to maintain, preserve and protect and perfect the
     security  interest  of  Lender  in  the  Collateral.

          (i)  Pledgor  will  not surrender or lose possession of (other than to
     the  Lender), exchange, sell, convey, transfer, assign or otherwise dispose
     of  or  transfer  the  Collateral or any right , title or interest therein.

          (j)  There  are  no  shareholders  agreements,  voting  trusts,  proxy
     agreement  or  other agreements or understandings which affect or relate to
     the  rights  of  Lender  in  the  Collateral  created  hereunder.

          (k)  No  effective  financing  statement  naming  Pledgor  as  debtor,
     assignor,  grantor,  mortgagor,  pledgor  or  the  like  and  covering  the
     Collateral is on file in any filing or recording office in any jurisdiction
     except for any such financing statement as may be filed in favor of Lender.


                                        3
<PAGE>
     4.     Upon  the occurrence of an Event of Default (as hereinafter defined)
under  this  Agreement:

          (a)  Lender  may  take  any  action with respect to the Collateral and
     exercise  all  rights  of  conversion,  exchange, subscription or any other
     rights, privileges or options pertaining to the Collateral as if the Lender
     were  the  absolute  owner  thereof;

          (b)  The  Lender  shall  have  the  right,  for and in the name of the
     Pledgor,  to  execute  endorsements,  assignments  or  other instruments of
     conveyance  or  transfer  with  respect  to  the Collateral, to endorse any
     checks, drafts, money orders and other instruments relating thereto, to sue
     for,  collect, receive and give acquittance for all moneys due or to become
     due  in  connection  with  the Collateral and otherwise to file any claims,
     take  any  action or institute, defend, settle or adjust any actions, suits
     or  proceedings  with  respect  to the Collateral, execute any and all such
     other  documents  and instruments, and do any and all such acts and things,
     as  the Lender may deem necessary or desirable to protect, collect, realize
     upon  and  preserve  the  Collateral,  to  enforce the Lender's rights with
     respect to the Collateral and to accomplish the purposes of this Agreement.

          (c)  The  Lender  shall  have  the  continuing  right  to  retain  the
     Collateral  so  long as any Liability remains in existence, even though the
     same  may  be  unliquidated,  unmatured  or  contingent.

     5.     Pledgor  hereby  confirms  that  it  has  contemporaneously herewith
delivered  to Lender the Collateral, in suitable form for transfer and delivery,
together  with  duly executed instruments of transfer or assignment, all in form
and  substance  satisfactory  to  Lender.

     6.     Subsequent  Changes Affecting Collateral.  The Pledgor represents to
            ----------------------------------------
Lender  that  the  Pledgor  has  made  his/her/its  own arrangements for keeping
informed  of  changes  or potential changes affecting the Collateral (including,
but  not limited to, payment of distributions, reorganization or other exchanges
and  voting  rights),  and  the  Pledgor  agrees  that  Lender  shall  have  no
responsibility  or  liability  for  informing the Pledgor of any such changes or
potential  changes  or for taking any action or omitting to take any action with
respect  thereto.

     7.     Collateral  Adjustments.  In the event that, during the term of this
            -----------------------
Agreement,  any  reclassification,  readjustment  or other change is declared or
made in the capital structure of the Company (including, without limitation, the
issuance  of  additional  interests  in  the  Company), then Lender shall have a
Security  Interest  in  all  interests  issued  to or acquired by the Pledgor in
respect  of  the  Collateral  by reason of any such change or exercise, and such
interests  shall  become  part  of  the  Collateral.

     8.     Warrants,  Options  and Other Rights.  In the event that, during the
            ------------------------------------
term  of this Agreement, additional subscription warrants or any other rights or
options  shall  be  issued  by  the Company in connection with the Collateral or
otherwise  issued  to  or  acquired  by  the  Pledgor,  then Lender shall have a
Security  Interest  in  such  warrants,  rights  and options, and such warrants,
rights  and  options  shall  become  part  of  the  Collateral.


                                        4
<PAGE>
     9.     No  Discharge.  The  Pledgor  shall  remain  bound  and  his/her/its
            -------------
liabilities  hereunder  shall be unconditional, irrespective of (i) the validity
or  enforceability,  avoidance  or  subordination  of  the Liabilities, (ii) the
absence of any attempt to collect the Liabilities from Borrower, all or any part
of  the  Liabilities  or other action to enforce the same or the election of any
remedy  by Lender, (iii) the waiver, consent, extension, forbearance or granting
of any indulgence by Lender with respect to any provision of the Loan Documents,
(iv)  failure  by  Lender to take any steps to perfect and maintain its Security
Interest  in,  or  to  preserve  its  rights  to, any of the Collateral, (v) the
election  by  Lender  in  any  proceeding  instituted  under  Chapter  11 of the
Bankruptcy  Code  involving  either  Pledgor  of  the  application  of  Section
1111(b)(2)  of  the  Bankruptcy  Code, (vi) any borrowing or grant of a Security
Interest  by  either  Pledgor, as debtor-in-possession, under Section 364 of the
Bankruptcy Code, (vii) the disallowance under Section 502 of the Bankruptcy Code
of  all or any portion of the claims of Lender for repayment of the Liabilities,
or  (viii)  any  other  circumstance which might otherwise constitute a legal or
equitable  discharge  or  defense  of a guarantor, or of the Pledgor, all of the
foregoing  being  expressly  waived  by  the  Pledgor.

     10.     Waivers.  Pledgor  hereby  waives  any  requirement  of  diligence,
             -------
presentment,  demand of payment, filing of claims with a court in the event of a
receivership  or bankruptcy of either Pledgor, protest or notice with respect to
the  Liabilities,  the  benefit  of any statutes of limitations, and all demands
whatsoever  (and  shall  not  require that the same be made on the Pledgor) as a
condition  precedent  to the Pledgor's liabilities hereunder, and covenants that
this  Agreement  will  not  be  discharged.

     11.     Restrictions.  The  Pledgor  shall  not,  without the prior written
             ------------
consent  of  Lender, in each instance, which consent may be withheld in the sole
and  absolute  discretion  of  Lender,  convey,  assign,  hypothecate, transfer,
dispose  of  or  encumber,  or  permit  the  conveyance,  assignment,  transfer,
hypothecation,  disposal  or  encumbrance  of  all  or  any part of any legal or
beneficial  interest  in  the  Collateral.

     12.     Default;  Remedies  after  a  Default.  Any  one  or  more  of  the
             -------------------------------------
following  constitutes an "Event of Default" hereunder (a) any representation or
warranty  made  by  a Pledgor herein proves to have been untrue or misleading in
any material respect when made, (b) default in the payment of any sum due on any
Liability,  (c)  as  to  Pledgor,  adjudication  of  incompetence,  dissolution,
insolvency,  making  an assignment for the benefit of creditors or suffering the
appointment  of  a receiver or commencement of a proceeding under any bankruptcy
or other debtor's relief law, whether voluntary or involuntary, (d) death of the
Pledgor,  (e)  seizure  of  or  loss  or  damage  to  the  Collateral or sale or
encumbrance  thereof,  (f)  a violation by a Pledgor of any of the provisions or
conditions  of  this  Agreement,  or  failure  by Pledgor to perform any term or
provision  of this or any other agreement with the Lender or the existence of an
event  of  default under any such other agreement, which agreements include, but
are  not  limited  to,  the  Guaranty,  or  (g)  the occurrence of any "Event of
Default"  under the Loan Agreement, to the extent not otherwise described above.
Upon  the  occurrence  and  during  the continuation of any Event of Default, in
addition to all other rights and remedies of Lender under the Loan Agreement, at
law  or  in  equity:


                                        5
<PAGE>
          (i)  Lender  may  at  any  time exercise any and all of its rights and
     pursue  any  and  all  of  its  remedies  under  the  UCC,  under any other
     applicable  law,  and  pursuant  to  this  Agreement  and  the  other  Loan
     Documents,  including  selling  some or all of the Pledge Collateral at any
     public  sale  or,  at  private  sale  without  advertisement if in Lender's
     reasonable  judgment such private sale would result in a greater sale price
     than  a  public  sale.  Pledgor agrees that in the event of a private sale,
     Lender  may solicit offers to buy the Collateral, or any part of it, from a
     limited  number  of investors deemed by Lender, in its reasonable judgment,
     to be financially responsible parties who might be interested in purchasing
     the  Collateral.  If  Lender  solicits  such offers, then the acceptance by
     Lender  of  the  highest  offer  obtained therefrom shall be deemed to be a
     commercially  reasonable  method  of  disposing  of such Collateral. In the
     event  Lender  elects  to  proceed  with  respect  to  some  or  all of the
     Collateral,  whenever  applicable provisions of the UCC require that notice
     be  reasonable,  ten  (10)  calendar days notice will be deemed reasonable.
     Lender  will  not  be  obligated  to make any sale of any of the Collateral
     regardless  of  notice  of  sale  having been given. Lender may adjourn any
     public  or  private  sale from time to time by announcement at the time and
     place fixed therefor, and such sale may, without further notice, be made at
     the  time and place to which it was so adjourned. Lender may bid and become
     a  purchaser at any such sale, if public, and upon any such sale Lender may
     collect,  receive,  and  hold  and  apply, as provided herein, the proceeds
     thereof  to  the payment of the Liabilities, and assign and deliver some or
     all  of the Collateral to the purchaser at any such sale. The proceeds from
     any  such  sale  will  be  applied in accordance with the terms of the Loan
     Agreement.

          (ii)  Lender  may, at any time in its discretion and without notice to
     Pledgor,  transfer  any or all of the Collateral to, or register any or all
     of  the  Collateral  in  the name of, Lender or any of its nominees. Lender
     will  use  reasonable efforts to notify Pledgor, but will not be liable for
     any  failure  to  notify.

          (iii)  The  Pledgor  will  pay  to  Lender  all  reasonable  expenses
     (including,  without limitation, court costs and attorneys' and paralegals'
     fees  and  expenses)  of,  or  incident  to, (i) the administration of this
     Agreement,  (ii)  the custody or preservation of, or the sale or collection
     of  or other realization upon, any of the Collateral, (iii) the exercise or
     enforcement  of  any of the rights of Lender hereunder, or (iv) the failure
     by  the  Pledgor  to  perform  or  observe  any  provision  hereof.

The  Lender's  rights  hereunder  shall  continue unimpaired notwithstanding the
availability  of  additional  collateral, any release of or substitution for any
other  collateral,  any  act  or  omission  impairing  the  Lender's lien on the
Collateral  including  failure  to  perfect  the  same, any extension (including
extension  of  time for payment), renewal, substitution, alteration, compromise,
settlement,  surrender,  release  or other such agreement or action modifying or
varying  the  terms  of  or  otherwise  affecting  any of the Liabilities or the
Collateral.

                                        6
<PAGE>
     13.     Term.  This  Agreement  shall remain in full force and effect until
             ----
all  of  the Liabilities shall have been indefeasibly paid and satisfied in full
and  all  of the obligations of Borrower under the Loan Agreement, and the other
Loan  Documents  shall  have  been  terminated.

     14.     The  Lender's  Exercise  of  Rights and Remedies at Such Time as an
             -------------------------------------------------------------------
Event  of  Default  Exists.  Notwithstanding  anything  set  forth herein to the
--------------------------
contrary,  it  is  hereby  expressly  agreed that Lender may exercise any of the
rights  and  remedies  provided in this Agreement or the other Loan Documents at
any  time  that  an  Event  of  Default  exists.

     15.     Definitions.  The  singular shall include the plural and vice versa
             -----------
and  any  gender shall include any other gender as the context may require.  All
capitalized terms not otherwise defined herein shall have the meanings set forth
in  the  Guaranty.

     16.     Successors  and  Assigns.  This Agreement shall be binding upon and
             ------------------------
inure  to  the  benefit of the Pledgor, Lender, and their respective successors,
heirs and assigns.  The word "Pledgor" wherever used herein refers to the person
executing  this  Agreement and the heirs, legal representatives, successors, and
assigns  of  such  Pledgor.

     17.     Applicable Law.  This Agreement shall be governed by, and construed
             --------------
and enforced in accordance with, the laws of the State of Missouri applicable to
contracts  made  and to be performed within such State, without giving effect to
its conflicts of laws principles or rules.  Whenever possible, each provision of
this  Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be held to be
prohibited  or invalid under applicable law, such provision shall be ineffective
only  to  the extent of such prohibition or invalidity, without invalidating the
remainder  of  such  provision  or  the  remaining provisions of this Agreement.

     18.     Further  Assurances.  The  Pledgor  agrees that they will cooperate
             -------------------
with  the  Lender  and  will  execute  and  deliver, or cause to be executed and
delivered,  all  such  other  stock  powers, proxies, instruments, documents and
resignations  of  officers  and directors, and will take all such other actions,
including, without limitation, the filing of financing statements, as Lender may
reasonably  request  from  time to time in order to carry out the provisions and
purposes  hereof.

     19.     Lender  Appointed  Attorney-in-Fact. Pledgor hereby appoints Lender
             -----------------------------------
as  such  Pledgor's attorney-in-fact, with full authority in the place and stead
of the Pledgor and in the name of the Pledgor or otherwise, from time to time in
Lender's  discretion  following  the occurrence and during the continuance of an
Event  of  Default to take any action and to execute any instrument which Lender
may  deem  necessary  to  accomplish  the purposes of this Agreement, including,
without limitation, to receive, endorse and collect all instruments made payable
to  the  Pledgor  representing  any  distribution,  interest  payment  or  other
distribution  in  respect of the Collateral or any part thereof and to give full
discharge for the same.  This power of attorney created under this Section being
                                                                   -------
coupled  with  an interest, shall be irrevocable for the term of this Agreement.


                                        7
<PAGE>
     20.     Lender's  Duty. Lender shall not be liable for any acts, omissions,
             --------------
errors  of  judgment  or  mistakes of fact or law including, without limitation,
acts,  omissions,  errors or mistakes with respect to the Collateral, except for
those  arising out of or in connection with Lender's gross negligence or willful
misconduct.  Without  limiting the generality of the foregoing, Lender shall not
be  under  any  obligation to take any steps necessary to preserve rights in the
Collateral  against  any  other  parties  but  may  do so at its option, and all
reasonable  expenses  incurred  in  connection  therewith  shall be for the sole
account  of  the  Pledgor, and shall be added to the Liabilities secured hereby.

     21.     Notices.  Any  notice,  request,  demand, statement or consent made
             -------
hereunder  shall  be  in  writing  and  shall be deemed duly given if personally
delivered,  sent  by  certified  mail,  return  receipt  requested, or sent by a
nationally  recognized commercial overnight delivery service with provisions for
a  receipt,  postage or delivery charges prepaid, and shall be deemed given when
postmarked  or  placed  in  the  possession of such mail or delivery service and
addressed  to  the  addressees  set  forth  in  the  Preamble  hereof.

     22.     Cumulative  Rights.  No  failure  by Lender to exercise or delay in
             ------------------
exercising  any of its rights hereunder shall constitute a waiver thereof and no
single  or  partial  exercise  of  any right shall preclude the further exercise
thereof  or the exercise of any other right.  All rights of the Lender hereunder
or under any instrument or other agreement binding on Pledgor are cumulative and
not  in  substitution  of  any other rights at law or equity with respect to the
Collateral  or  the  collection  of  the  Liabilities.  All  such  rights may be
exercised  from  time  to  time.

     22.     CONSENT  TO JURISDICTION.  WITHOUT LIMITING THE RIGHT OF THE LENDER
             ------------------------
TO  BRING ANY ACTION OR PROCEEDING AGAINST THE PLEDGOR OR AGAINST THE COLLATERAL
ARISING  OUT  OF  OR  RELATING  TO  THEIR  OBLIGATIONS  UNDER THIS AGREEMENT (AN
"ACTION")  IN  THE COURTS OF OTHER JURISDICTIONS, THE PLEDGOR HEREBY IRREVOCABLY
SUBMITS  TO  THE  JURISDICTION OF ANY MISSOURI STATE OR FEDERAL COURT HAVING ITS
SITUS  IN ST. LOUIS CITY OR COUNTY, MISSOURI, AND THE PLEDGOR HEREBY IRREVOCABLY
AGREES  THAT  ANY  ACTION  MAY BE HEARD AND DETERMINED IN SUCH MISSOURI STATE OR
FEDERAL  COURT.  THE  PLEDGOR  HEREBY  IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
THEY  MAY  EFFECTIVELY  DO  SO,  THE  DEFENSE  OF  AN  INCONVENIENT FORUM TO THE
MAINTENANCE  OF  ANY  ACTION  IN  ANY  JURISDICTION.

     23.     WAIVER OF JURY TRIAL.  PLEDGOR HEREBY WAIVES, TO THE FULLEST EXTENT
             --------------------
PERMITTED  BY  APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH
RESPECT  TO,  IN  CONNECTION  WITH,  OR  ARISING  OUT  OF  THIS  AGREEMENT,  THE
COLLATERAL,  OR THE VALIDITY, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF,
OR  ANY  OTHER  CLAIM  OR DISPUTE, HOWSOEVER ARISING, BETWEEN PLEDGOR ON THE ONE
HAND,  AND  LENDER  ON  THE  OTHER  HAND.


                                        8
<PAGE>
     24.     Counterparts.  This  Agreement  may  be  executed  in  separate
             ------------
counterparts, each of which shall be an original and all of which taken together
shall  constitute  one  and  the  same  instrument.

     25.     Section  Headings;  Recitals.  The  section headings herein are for
             ----------------------------
convenience  of  reference  only,  and  shall  not  affect  in  any  way  the
interpretation  of  any of the provisions hereof.  The recitals set forth herein
are  hereby  incorporated  into and form a part of this Agreement, the truth and
accuracy of which is evidenced by each party's execution hereof and certifies to
Lender  that  the  pledge of the Collateral as above provided has been noted and
entered  in  the  books  and  records  of  the  capital  stock  of  the Company.

     IN  WITNESS WHEREOF, the Pledgor and Lender have executed this Agreement as
of  the  day  and  year  first  above  written.

                              "LENDER"

                              HEARTLAND  BANK


                              By:  __________________________________________
                                 Name:  _____________________________________
                                 Title:  ____________________________________


                              "PLEDGOR"


                              ______________________________
                              Name:     ________________________


                                        9
<PAGE>

Receipt  of a copy of this Pledge Agreement is hereby acknowledged by THE FEMALE
HEALTH  COMPANY, a Wisconsin corporation, which hereby consents to pledge of the
Collateral  pursuant  to  the  terms  of  the  Pledge  Agreement.

                              THE  FEMALE  HEALTH  COMPANY


                              By:  __________________________________________
                                 Name:  _____________________________________
                                 Title:  ____________________________________



                                       10
<PAGE>
                                    EXHIBIT A
                                    ---------


                              ASSIGNMENT OF WARRANT


          For  value  received, _____________________________ hereby  sells,
assigns  and  transfers  unto _______________________ the  attached  Warrant,
together  with  all  rights,  title  and  interest  therein,  and  does  hereby
irrevocably  constitute and appoint _______________________ attorney to transfer
said Warrant on the books of The Female Health Company, a Wisconsin corporation,
with  full  power  of  substitution  in  the  premises,


                                   ---------------------------------------------
                                   Note:    The  above  signature  should
                                            correspond exactly with the name on
                                            the face of the attached Collateral.



                                       11
<PAGE>
                                    EXHIBIT B
                                    ---------


                  ASSIGNMENT  OF REGISTRATION RIGHTS AGREEMENT


          For  value  received, _____________________________ hereby  sells,
assigns  and  transfers  unto _______________________ the  attached Registration
Rights  Agreements,  together  with  all rights, title and interest therein, and
does  hereby irrevocably constitute and appoint _______________________ attorney
to  transfer said Warrant on the books of The Female Health Company, a Wisconsin
corporation,  with  full  power  of  substitution  in  the  premises,



                                   ---------------------------------------------
                                   Note:    The  above  signature  should
                                            correspond exactly with the name on
                                            the face of the attached Collateral.


                                       12