AMENDED AND RESTATED
                                 PROMISSORY NOTE
                                 ---------------

$1,000,000.00                                                   March  25,  2001

          FOR  VALUE  RECEIVED,  THE  FEMALE  HEALTH  COMPANY,  a  Wisconsin
corporation,  promises to pay to the order of Stephen M. Dearholt, at his office
in  the  City  of Milwaukee, Wisconsin, the principal sum of One Million Dollars
($1,000,000.00),  payable  in  full  on  March  25,  2002.

          The  unpaid  principal  balance  hereof  shall  bear interest, payable
monthly on the last day of each calendar month during the term of this Note, and
at  maturity  (whether stated maturity or upon acceleration), computed at a rate
equal  to  12%  per  annum.  Principal  amounts  unpaid  at the maturity thereof
(whether  by  fixed maturity or acceleration) shall bear interest from and after
maturity until paid computed at a rate equal to 18% per annum.  Principal of and
interest  on  this  Note  shall be payable in lawful money of the United States.

          All  interest  payable  on  this Note shall be computed for the actual
number of days elapsed using a daily rate determined by dividing the annual rate
by  365.  Whenever any payment to be made hereunder shall be stated to be due on
a  Saturday,  Sunday or public holiday under the laws of the State of Wisconsin,
such payment may be made on the next succeeding business day, and such extension
of  time  shall  be  included  in  the  computation  of  interest  on this note.

          This  Note  is  issued  in replacement of the Note issued on March 25,
2000, which Note was issued in replacement of the Note originally issued under a
Note  Purchase  and  Warrant  Agreement  dated  as of March 25, 1999 between the
undersigned  and Stephen M. Dearholt to which Agreement reference is hereby made
for  a  statement of the terms and conditions on which the loan evidenced hereby
was  made and for a description of the terms and conditions upon which this Note
may  be  prepaid,  in  whole  or  in  part,  or  its  maturity  accelerated.

                                      THE  FEMALE  HEALTH  COMPANY


                                      BY:  _____________________________
                                           O.B.  Parrish
                                           Chairman  of  the  Board
                                           and  Chief  Executive  Officer

<PAGE>

          THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED,  OR QUALIFIED UNDER ANY STATE SECURITIES LAW.  THIS WARRANT AND ANY
INTEREST  HEREIN MAY BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF ONLY
IF  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IF AN EXEMPTION
FROM  REGISTRATION  IS  AVAILABLE, AND ONLY IN STRICT COMPLIANCE WITH APPLICABLE
STATE  SECURITIES  LAWS  AND  REGULATIONS.


--------------------------------------------------------------------------------
================================================================================

                                     WARRANT

                               FOR THE PURCHASE OF
                                  COMMON STOCK

                                       OF

                            THE FEMALE HEALTH COMPANY

                                Warrant Number 11

================================================================================
================================================================================


          THIS  CERTIFIES  THAT,  FOR  VALUE  RECEIVED,  Stephen M. Dearholt, or
assigns,  is  entitled  to  subscribe  for  and  purchase from The Female Health
Company,  a  Wisconsin  corporation  (the Company"), 250,000 shares of the fully
paid and non-assessable shares of Common Stock, $.01 par value per share, of the
Company,  at  the  Purchase  Price  (as  hereinafter  defined)  per  share.

          This  Warrant  and all warrants issued in substitution or exchange for
all  or  part hereof are herein individually called a "Warrant" and collectively
the  "Warrants".

          1.     Definitions.  When  used  in  this Warrant, the following terms
                 -----------
shall  have  the  meanings  specified:

               (a)     "Affiliate"  shall mean any Person directly or indirectly
controlling,  controlled  by  or  under  direct  or indirect common control with
another  Person.  A  Person  shall  be  deemed  to

<PAGE>
control  a  corporation  if  such  Person possesses, directly or indirectly, the
power  to  direct  or cause the direction of the management and policies of such
corporation,  whether through the ownership of voting securities, by contract or
otherwise.

               (b)     "Common  Shares"  shall  mean  and  include the Company's
presently  authorized  shares of Common Stock and shall also include any capital
stock  of  any  class  of  the  Company  hereafter authorized which shall not be
limited  to  a  fixed sum or percentage of par value in respect of the rights of
the holders thereof to participate in dividends or in the distribution of assets
upon  the voluntary or involuntary liquidation, dissolution or winding up of the
Company;  provided  that  the  shares purchasable pursuant to this Warrant shall
include shares designated as Common Stock of the Company on the date of original
issue  of  this  Warrant  or, in case of any reclassification of the outstanding
shares  thereof,  the  stock,  securities or assets provided for in Section 5(a)
hereof.

               (c)     "Common  Stock"  shall  mean  the  common stock, $.01 par
value  per  share,  of  the  Company.

               (d)     "Expiration Date" shall mean the earliest to occur of the
following:  (i)  the  exercise  of  all  of  the rights to purchase Common Stock
represented  by  this  Warrant;  or  (ii)  March  25,  2011.

               (e)     "Holder" shall mean Stephen M. Dearholt and any permitted
transferee  or assignee of all or part of this Warrant and the rights hereunder;
provided  that,  as  used  in Section 12 hereof such term shall also include any
holder  or  holders of Common Stock (or Other Securities) issued on the exercise
of  this  Warrant  other  than  Persons who received such Common Stock (or Other
Securities)  in  a public offering or pursuant to Rule 144 promulgated under the
Securities  Act  of  1933,  as  amended.

               (f)     "Holder Group" shall have the meaning assigned thereto in
Section  10  hereof.

               (g)     "Purchase  Price" shall mean the per share purchase price
of $0.45 (subject to adjustment under Section 5) to be paid for shares of Common
Stock  purchased  pursuant  to  the  exercise  of  this  Warrant.

               (h)     "Other  Securities",  as used in Section 12 hereof, shall
mean  any stock (other than Common Stock) and other securities of the Company or
any  other  Person  (corporate  or  otherwise)  which  the

                                        2
<PAGE>
Holder  of  this Warrant at any time shall be entitled to receive, or shall have
received,  on  the exercise of this Warrant, in lieu of or in addition to Common
Stock,  or  which  at  any  time  shall be issuable or shall have been issued in
exchange  for  or in replacement of Common Stock or Other Securities pursuant to
Section  5  hereof  or  otherwise.

               (i)     "Person  shall  mean  and  include  an  individual,
partnership,  corporation, trust, joint venture, incorporated organization and a
government  or  any  department  or  agency  thereof.

          2.     Exercise:  Issuance  of Certificates: Payment for Shares.  This
                 --------------------------------------------------------
Warrant  may  be  exercised  by the Holder, in whole or in part, at any time and
from  time  to  time on or after March 25, 2001, and prior to 5:00 p.m. (Central
Time)  on  the  Expiration  Date,  by  the  surrender  of this Warrant (properly
endorsed  if required), and payment by the Holder to the Company of the Purchase
Price  for each share of Common Stock purchased with respect to such exercise by
wire  transfer or certified or cashiers check.  Upon such surrender and payment,
the  Holder  shall  be  entitled  to  receive  a  certificate  or  certificates
representing  the  shares of Common Stock so purchased, which certificate(s) may
contain  a  standard legend indicating that such shares have not been registered
under  the Securities Act and prohibiting resale thereof without registration or
an  opinion  of  counsel  that an exemption from registration is available.  The
Company  agrees that the shares so purchased shall be deemed to be issued to the
Holder  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 Company's Amended and Restated Articles of
Incorporation, certificates for the shares of Common Stock so purchased shall be
delivered  to the Holder within a reasonable time, not exceeding ten days, after
the  rights  represented  by  this Warrant shall have been so exercised.  If the
rights of the Holder of this Warrant are exercised in part, the number of shares
of Common Stock which thereafter may be purchased pursuant to this Warrant shall
be  reduced  accordingly  and the Company shall reissue a Warrant or Warrants of
like  tenor  representing  in  the aggregate the right to purchase the number of
shares  of  Common  Stock  as  so  reduced.

          3.     Affirmative  Covenants.
                 ----------------------

               (a)     The  Company  covenants  and  agrees  that  the shares of
Common  Stock  issuable  upon exercise of the rights represented by this Warrant
will,  upon  such  exercise  and  issuance  in  accordance  herewith,  be  duly
authorized,  validly  issued,  fully  paid  and

                                        3
<PAGE>
nonassessable  (except  as  set forth in Section 180.0622(2)(b), Wis. Stats., as
amended and interpreted) and free from all taxes, liens and charges with respect
to  the  issue.  The  Company  further  covenants  and  agrees  that,  until the
Expiration Date, the Company will at all times have authorized, and reserved for
the purpose of issue upon total or partial exercise of the rights represented by
this  Warrant,  a sufficient number of shares of its Common Stock to provide for
the  exercise  of  the  rights  represented  by  this  Warrant.

               (b)     The  Company further covenants and agrees that, until the
Expiration  Date,  the  Company will deliver to the Holder copies of all reports
and information filed by the Company with the Securities and Exchange Commission
("SEC")  pursuant  to the Securities Exchange Act of 1934, as amended, within 10
days  after  receiving  a  written  request  from  the  Holder.

          4.     Issuance  of  Preferred Stock.  So long as this Warrant remains
                 -----------------------------
outstanding, the Company will not issue any capital stock of any class preferred
as  to  dividends  or  as  to  the  distribution  of  assets  upon  voluntary or
involuntary  liquidation,  dissolution  or  winding up, unless the rights of the
holders  thereof  shall  be limited to a fixed sum or percentage of par value in
respect  of  participation  in dividends and in the distribution of such assets.

          5.     Anti-Dilution  Provisions.  The  above provisions are, however,
                 -------------------------
subject  to  the  following:

               (a)     If  any capital reorganization or reclassification of the
capital  stock  of  the  Company, or consolidation or merger of the Company with
another  corporation,  or  the sale of all or substantially all of its assets to
another corporation shall be effected in such a way that holders of Common Stock
shall  be  entitled to receive stock, securities or assets with respect to or in
exchange  for  Common  Stock,  then,  as  a  condition  of  such reorganization,
reclassification,  consolidation,  merger or sale, lawful and adequate provision
shall  be  made  whereby  the  Holder  hereof  shall hereafter have the right to
purchase  and receive upon the basis and upon the terms and conditions specified
in  this  Warrant  and  in lieu of the shares of the Common Stock of the Company
immediately  theretofore  purchasable  and  receivable  upon the exercise of the
rights  represented hereby, such shares of stock, securities or assets as may be
issued  or  payable  with  respect to or in exchange for a number of outstanding
shares  of  such  Common  Stock  equal  to  the  number  of shares of such stock
immediately  theretofore  purchasable  and  receivable  upon the exercise of the
rights  represented  hereby  had  such  reorganization,  reclassification,

                                        4
<PAGE>
consolidation,  merger or sale not taken place, and in any such case appropriate
provision  shall  be made with respect to the rights and interests of the Holder
of  this  Warrant  to  the  end  that  the provisions hereof shall thereafter be
applicable,  as nearly as may be, in relation to any shares of stock, securities
or  assets  thereafter  deliverable upon the exercise hereof, together with such
adjustment  in  the  Purchase Price as may be applicable with respect thereto so
that  the  aggregate price to be paid for shares issued pursuant to this Warrant
shall be neither increased nor decreased.  The Company shall not effect any such
consolidation,  merger  or  sale,  unless  prior to the consummation thereof the
successor  corporation  (if  other  than  the  Company)  resulting  from  such
consolidation  or  merger or the corporation purchasing such assets shall assume
by  written  instrument  executed  and  mailed  to the Holder hereof at the last
address  of such Holder appearing on the books of the Company, the obligation to
deliver  to  such  Holder  such  shares  of  stock,  securities or assets as, in
accordance  with  the  foregoing  provisions,  such  Holder  may  be entitled to
purchase.

               (b)     In  case  any  time:

               (l)     the Company shall declare any cash dividend on its Common
Stock  at  a  rate  in  excess of the rate of the last cash dividend theretofore
paid;

               (2)     the  Company shall pay any dividend payable in stock upon
its  Common  Stock, make any distribution (other than regular cash dividends) to
the  holders  of  its  Common  Stock  or  redeem any shares of its Common Stock;

               (3)     the  Company shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of stock of any class or other
rights;

               (4)     there  shall  be  any  capital  reorganization,
reclassification of the capital stock of the Company, or consolidation or merger
of  the  Company  with,  or  sale  of  all or substantially all of its assets to
another  corporation;  or

               (5)     there  shall  be  a voluntary or involuntary dissolution,
liquidation  or  winding  up  of  the  Company;

then,  in  any one or more of said cases, the Company shall give written notice,
by first class mail, postage prepaid, addressed to the Holder of this Warrant at
the  address  of  such  Holder  as

                                        5
<PAGE>
shown  on  the  books of the Company, of the date on which (aa) the books of the
Company  shall  close or a record shall be taken for such dividend, distribution
or  subscription  rights,  or  (bb)  such  reorganization,  reclassification,
consolidation,  merger,  sale, dissolution, liquidation or winding up shall take
place,  as the case may be.  Such notice shall also specify the date as of which
the  holders  of  Common  Stock  of  record  shall  participate in such dividend
distribution  or  subscription  rights,  or  shall be entitled to exchange their
Common  Stock  for  securities  or  other  property  deliverable  upon  such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation  or  winding  up,  as the case may be.  Such written notice shall be
given at least 15 days prior to the action in question and not less than 15 days
prior  to  the record date or the date on which the Company's transfer books are
closed  in  respect  thereto.

          6.     Certain Events.  If any event occurs as to which the provisions
                 --------------
of this Warrant are not strictly applicable or, if strictly applicable would not
fairly  protect the rights of the Holder in accordance with the essential intent
and  principles  of  such provisions, then the Board of Directors of the Company
shall  make  an  adjustment in the application of such provisions, in accordance
with  such essential intent and principles, so as to protect the Holder's rights
as  aforesaid.

          7.     Term  of  Warrant.  This  Warrant  shall remain outstanding and
                 -----------------
exercisable  until the Expiration Date.  To the extent not previously exercised,
the  rights to purchase Common Stock represented by this Warrant shall thereupon
terminate.

          8.     Issue  Tax.  The  issuance of certificates for shares of Common
                 ----------
Stock  upon  the total or partial exercise of this Warrant shall be made without
charge  to  the  Holder  for  any  issuance  tax  in  respect  thereof.

          9.     Closing  of  Books.  The  Company  will  at  no  time close its
                 ------------------
transfer  books  against the transfer of this Warrant or act in any manner which
interferes  with  the timely exercise of the rights represented by this Warrant.

          10.     Transfer  of  Warrant.  Subject  to  any  registration  or
                  ---------------------
qualification  requirements  under  the  Securities  Act  and  applicable  state
securities  laws,  this  Warrant  and  all rights hereunder are transferable, in
whole  or  in  part, without charge to the Holder, by the Holder in person or by
duly  authorized  attorney,  upon  surrender  of

                                        6
<PAGE>
this  Warrant  to  the  Company properly endorsed; provided that the Company may
require  in  connection  with  such transfer an opinion of counsel to the effect
that such transfer qualifies for an exemption from the registration requirements
of  the  Securities  Act.  If  this Warrant is transferred in part in accordance
with  the  terms hereof, the Company shall reissue a Warrant or Warrants of like
tenor  representing  in the aggregate the right to purchase the number of shares
of  Common  Stock represented by this Warrant immediately prior to such transfer
and thereafter the Holder and all transferees and assignees shall constitute the
"Holder  Group"  for  purposes  of  Section  12  hereof.

          11.     No  Voting  Rights.  This Warrant shall not entitle the Holder
                  ------------------
to  any  voting  rights  as  a  shareholder  of  the  Company.

          12.     Registration  Rights.  All  references  in  this Section 12 to
                  --------------------
Common  Stock  shall  be  deemed  to  include  Other  Securities  as applicable.

          12.1     Demand  Registration.  At  any  time (whether before or after
                   ---------------------
the  Expiration  Date)  following  the  exercise of the right to purchase Common
Stock  pursuant  to  this  Warrant,  a  Holder may demand registration under the
Securities  Act  of 1933, as amended (the "Securities Act") of the resale of all
or  part  of the Common Stock issuable or which has been issued upon exercise of
this  Warrant,  on  Form  S-1  or  any similar long-form registration or, in the
Company's  sole  discretion,  on  Form  S-2  or  S-3  or  any similar short-form
registration,  if  available under applicable rules of the SEC.  If such request
is  made by less than all Holders, the Company shall send written notice of such
registration  request  to the remaining Holders within 15 days of receipt of the
initial  registration  request.  Unless  a remaining Holder shall deliver to the
Company,  within  20  days  after  such notice is sent by the Company, a written
request for inclusion in the registration demanded by the initial request of all
or  part  of the Common Stock issuable or which has been issued upon exercise of
the  Warrant  held by such remaining Holder, all rights of such remaining Holder
under  this  Section  12.1  shall  be  terminated.  The  written  request  to be
delivered  by  a  Holder  to the Company pursuant to this Section 12.1 shall (i)
specify the number of shares intended to be offered and sold by the Holder, (ii)
express  the present intent of the Holder to offer such shares for distribution,
and (iii) describe the nature and method of the proposed offer and sale thereof.
The  registration  requested pursuant to this Section 12.1 is referred to herein
as  "Demand  Registration",  which  term  shall  also  include  any

                                        7
<PAGE>
Demand Registration as defined in any of the Dearholt Stock Documents referenced
in  Section  12.1(a)  hereof.

                    (a)     Number  of  Registrations.  Notwithstanding  any
                            -------------------------
contrary  provision  contained  in  this document, the Note Purchase and Warrant
Agreement  between the Company and Stephen M. Dearholt dated March 25, 1999, the
Stock  Issuance  Agreement  between  such parties dated March 25, 1999(the "1999
Stock  Issuance  Agreement"),  and such other documents, agreements and warrants
that  the Holder may demand registration under the Securities Act (collectively,
the  "Dearholt  Stock  Documents"),  the  Holder  Group  shall be entitled to an
unlimited  number  of  Demand  Registrations  under  all  such  Dearholt  Stock
Documents,  and  shall  be entitled to include all or part of the stock received
under any or all of such Dearholt Stock Documents in any Demand Registration, as
the  Holder  Group  shall  request  from  time to time; provided, however, that,
except  for Demand Registrations requested pursuant to the last sentence of this
Section 12.1(a), any such Demand Registration shall include at least two hundred
thousand  (200,000)  shares  of  Common Stock (subject to adjustment pursuant to
Section  5(a)).  A  registration  initiated  as  a  Demand  Registration  may be
withdrawn  at any time at the request of the Holders of a majority of the shares
of  the  Common  Stock requested to be included in such Demand Registration (the
"Required Percentage"); provided that in the event a registration initiated as a
Demand  Registration  is  so  withdrawn,  all  expenses  in connection with such
withdrawn  registration  (including,  without  limitation,  reasonable  fees  of
counsel  and  accountants  for  the  Company) shall be paid by the participating
Holders,  pro rata.  In the event Stephen M. Dearholt shall pledge or assign his
rights  and  interests  to  all  or  part of the Common Stock issued to him upon
exercise  of  this  Warrant,  or  upon  exercise  of his rights under any of the
Dearholt  Stock  Documents, as collateral pursuant to a borrowing, the rights to
Demand  Registrations  hereunder  may be assigned and transferred to said lender
(and only one lender at any given time) in connection therewith, and said lender
shall  be  entitled  to  request  such Demand Registrations at any time, without
regard  to  the  two  hundred  thousand  (200,000) share minimum under the first
sentence  of  this  Section  12.1(a),  and notwithstanding the provisions of the
first  sentence  of  Section  12.1(c)  below.

                    (b)     Priority  on Demand Registrations.  The Company will
                            ---------------------------------
not include in the Demand Registration any securities which are not Common Stock
owned  by  a  Holder,  without the written consent of the Required Percentage of
Holders.  If  the  Demand  Registration  is  an  underwritten  offering, and the
managing  underwriters  advise  the Company in writing that in their opinion the

                                        8
<PAGE>
number  of shares of Common Stock requested to be included exceeds the number of
shares  of  Common  Stock  which  can be sold in such offering without adversely
affecting  the  market  price  of  the  Company's Common Stock, the Company will
include  in such registration (pro rata from shares of Common Stock requested to
be  included  by  each  participating  Holder),  prior  to  the inclusion of any
securities which are not shares of Common Stock owned by a Holder, the number of
shares  of  Common  Stock owned by the Holders requested to be included which in
the  opinion  of  such underwriters can be sold without such adverse affect; and
the  balance of the shares of Common Stock which Holder requested to be included
in  such  offering shall be withheld from sale for a period of time requested by
the  underwritten,  but  not  to  exceed  one  hundred  twenty  (120)  days.

                    (c)     Restrictions  on Demand Registration. Subject to the
                            ------------------------------------
next  following  sentence  and  the  last sentence of Section 12.1(a) above, the
Company will not be obligated to effect a Demand Registration within one hundred
twenty (120) days after the effective date of a registration in which the Holder
was  given  an  opportunity  to participate in a registered offering pursuant to
Section  12.2  hereof.  In  the event that a Holder requests to participate in a
registration  under  Section 12.2 hereof and satisfies the conditions of Section
12.3,  and  for  whatever  reason  all  of the shares of Common Stock which such
Holder  so  requests to be registered are not registered or are not permitted to
be  offered  for  sale  and sold prior to shares of Common Stock or other equity
securities  being  registered  and  offered by the Company in such registration,
then  the  provisions  of  the  first sentence of this Section 12.1(c) shall not
apply,  and  the  Company  shall  be  obligated  to effect a Demand Registration
requested  by  such  Holder  as soon as practicable in accordance with the terms
hereof.  The  Company  may postpone for up to ninety (90) days the filing or the
effectiveness  of  a  registration  statement  for  a Demand Registration if the
Company  and  the  Required  Percentage  of Holders reasonably and in good faith
agree that such Demand Registration might have an adverse effect on any proposal
or  plan by the Company to engage in any financing, acquisition of assets (other
than  in  the  ordinary  course  of  business)  or any corporate reorganization,
merger,  consolidation,  tender  offer  or  similar  transaction.

                    (d)     Selection  of  Underwriters.  If  the  Demand
                            ---------------------------
Registration involves an underwritten public offering, the Company will have the
right  to  select  the  investment  banker(s)  and  manager(s) to administer the
offering,  subject  to the approval of the Required Percentage of Holders (which
will not be unreasonably withheld) of such investment banker(s) and managers(s).

                                        9
<PAGE>

               12.2     Participation  in  Registered Offerings.  If the Company
                        ---------------------------------------
at any time or times proposes or is required to register any of its Common Stock
or  other  equity  securities for public sale in an underwritten public offering
for  cash  (other  than  in  connection  with  any  stock option, bonus or other
employee benefit plan or arrangement) under the Securities Act or any applicable
state  securities law, it will each such time give written notice to each Holder
of  its  intention  to do so.  Upon the written request of a Holder given within
thirty  (30) business days after receipt of any such notice (which request shall
state  the  intended  method  of disposition of such equity securities and shall
state  in  reasonable  detail, to the extent practicable, the net consideration,
after  all  commissions  and  discounts  which the prospective seller or sellers
expect  to  receive upon such disposition), the Company shall use all reasonable
efforts  to  cause  all  such  Common  Stock which the Holder so requested to be
registered  (which  request  will  not  be  for  less  than two hundred thousand
(200,000)  shares of Common Stock) to be registered under the Securities Act and
any applicable state securities laws (provided, that if the managing underwriter
advises  that less than all of the registered shares of equity securities should
be  offered  for  sale so as not to materially and adversely affect the price or
salability  of the offering being registered by the Company or the participating
Holders  for  a  period  not  to  exceed  one  hundred  twenty  (120)  days, the
participating  Holders will, if requested by the Company, withhold from sale for
such  period  of  time  such number of shares of Common Stock (pro rata from the
shares of Common Stock requested to be included by the participating Holders) as
the  underwriter  may  specify;  provided  further that in such event a pro rata
number  of  shares  proposed  to  be  offered  by  the  Company  and  all  other
shareholders  of the Company also shall be similarly withheld from sale), all to
the extent requisite to permit the sale or other disposition (in accordance with
the  intended  method  of  disposition  thereof as aforesaid) by the prospective
seller  or sellers of the securities so registered.  In the event an underwriter
is  involved  with  a registration initiated by the Company of the Common Stock,
and a Holder requests to participate in the registration, the Holder must commit
to  sell  through  the  underwriter.  The  Company  may, in its sole discretion,
withdraw  any  registration  contemplated  by  this Section 12.2 and abandon the
proposed  offering  in  which  a Holder had requested to participate without any
further obligation to such Holder with respect to such registration statement or
offering;  provided however that such Holder shall be indemnified by the Company
for  any  fees,  costs  and  expense  of  and  incidental  to such registration,
excluding  the fees and disbursements of counsel acting solely on behalf of such
Holder.

                                        10
<PAGE>
               12.3     Obligations  of  the  Holder.  It  shall  be a condition
                        ----------------------------
precedent  to  the  obligation  of the Company to register any Common Stock of a
Holder  pursuant  to  Sections  12.1  and 12.2 hereof that such Holder shall (i)
furnish  to  the  Company such information regarding the Common Stock held by it
and  the intended method of disposition thereof and other information concerning
such  Holder as the Company shall reasonably request and as shall be required in
connection  with  the  registration  statement  to be filed by the Company; (ii)
agree  to  abide  by  such  additional or customary terms affecting the proposed
offering  as  reasonably  may  be  requested by the managing underwriter of such
offering,  including  a  requirement,  if applicable, to withhold (on a pro-rata
basis)  from the public market for a period of at least one hundred twenty (120)
days  after  any  such  offering,  any  shares excluded from the offering at the
instance  of  the  underwriter as permitted under Sections 12.1 and 12.2 hereof;
and  (iii)  agree  in  writing  in  form  satisfactory to the Company to pay the
underwriting discounts and commissions applicable to the Common Stock being sold
by  such  Holder  (subject  to  the  maximum  amounts  set forth in Section 12.5
hereof).

               12.4     Registration  Proceedings.  If  and whenever the Company
                        -------------------------
is  required  by  the  provisions of Sections 12.1 and 12.2 hereof to effect the
registration  of the Common Stock under the Securities Act, until the securities
covered  by  such  registration  statement  have been sold or for six (6) months
after effectiveness, whichever is the shorter period of time, the Company shall:

                    (a)     Promptly  prepare  and  file  with  the  SEC  a
registration  statement with respect to such Common Stock and use all reasonable
efforts  to  cause  such  registration  statement to become effective as soon as
practicable  after  the  filing  thereof and to remain effective, subject to the
Company's  right  to  withdraw  any  registration  contemplated  by Section 12.2
hereof;

                    (b)     Prepare  and  file  with  the SEC such amendments to
such  registration statement and supplements to the prospectus contained therein
as  may  be  necessary  to  keep  such  registration  statement  effective;

                    (c)     Furnish  to  each  participating  Holder  and to the
underwriters of the securities being registered such reasonable number of copies
of the registration statement, preliminary prospectus, final prospectus and such
other  documents  as  such  underwriters  may  reasonably  request  in  order to
facilitate  the  public  offering  of  such  securities;


                                       11
<PAGE>
                    (d)     Use  all  reasonable  efforts to register or qualify
the  securities  covered  by  such  registration  statement  under  such  state
securities or "Blue Sky" laws of such jurisdictions as the participating Holders
may  reasonably  request within twenty (20) days prior to the original filing of
such  registration  statement, except that the Company shall not for any purpose
be  required  to  qualify  to  do  business  as  a  foreign  corporation  in any
jurisdiction  wherein  it is not so qualified, and except that the Company shall
not  be  required  to  so  register  or  qualify  in  more than twenty (20) such
jurisdictions  if  in  the  good faith judgment of the managing underwriter such
additional  registrations  or  qualifications would be unreasonably expensive or
harmful  to  the  consummation  of  the  proposed  offering;

                    (e)     Notify each participating Holder, promptly after the
Company  shall  receive  notice  thereof,  of  the  time  when such registration
statement  has become effective or a supplement to any prospectus forming a part
of  such  registration  statement  has  been  filed;

                    (f)     Notify  each  participating  Holder  promptly of any
request  by  the  SEC  for  the  amending  or supplementing of such registration
statement  or  prospectus  or  for  additional  information;

                    (g)     Prepare  and  file  with  the SEC, promptly upon the
request  of  a  participating  Holder,  any  amendments  or  supplements to such
registration  statement  or prospectus which, in the opinion of counsel for such
Holder  and counsel for the underwriter or manager of the offering, are required
under  the  Securities Act or the rules and regulations thereunder in connection
with  the  distribution  of  Common  Stock  by  such  Holder;

                    (h)     Prepare  and promptly file with the SEC and promptly
notify  each  participating Holder of the filing of such amendment or supplement
to  such registration statement or prospectus as may be necessary to correct any
statements  or  omissions  if,  at  the  time when a prospectus relating to such
securities is required to be delivered under the Securities Act, any event shall
have occurred as the result of which any such prospectus or any other prospectus
as  then  in effect would include an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in light of
the  circumstances  in  which  they  were  made,  not  misleading;

                    (i)     In  case  a  participating Holder or any underwriter
for  a  Holder  is  required  to  deliver  a  prospectus  at  a  time

                                       12
<PAGE>
when the prospectus then in circulation is not in compliance with the Securities
Act,  the  Company  will prepare and file such supplements or amendments to such
registration  statement  and such prospectus or prospectuses as may be necessary
to  permit  compliance  with  the  requirements  of  the  Securities  Act;

                    (j)     Advise  each participating Holder, promptly after it
shall  receive  notice  or obtain knowledge thereof, of the issuance of any stop
order  by the SEC suspending the effectiveness of such registration statement or
the  initiation  or  threatening of any proceeding for that purpose and promptly
use  all  reasonable  efforts  to  prevent  the issuance of any stop order or to
obtain  its  withdrawal  if  such  stop  order  should  be  issued;

                    (k)     Not  file  any  amendment  or  supplement  to  such
registration  statement  or  prospectus  to  which  a participating Holder shall
reasonably  have  objected on the grounds that such amendment or supplement does
not  comply in all material respects with the requirements of the Securities Act
or the rules and regulations thereunder, after having been furnished with a copy
thereof  at  least  two  (2)  business  days  prior  to  the filing thereof; and

                    (l)     At the request of a participating Holder (i) use all
reasonable  efforts  to  obtain  and  furnish  on  the  effective  date  of  the
registration  statement or, if such registration includes an underwritten public
offering, at the closing provided for in the underwriting agreement, an opinion,
dated  such  date,  of  the counsel representing the Company for the purposes of
such  registration,  addressed  to  the  underwriters,  if  any,  and  to  each
participating  Holder,  which shall contain such opinions as are customary in an
underwritten  public  offering,  or,  if the offering is not underwritten, shall
state that such registration statement has become effective under the Securities
Act  and  that  (or  substantially to the effect that):  (a) to the best of such
counsel's knowledge, no stop order suspending the effectiveness thereof has been
issued  and  no proceedings for that purpose have been instituted or are pending
or  contemplated  under  the  Securities  Act;  (b)  the registration statement,
related prospectus and each amendment or supplement thereto comply as to form in
all material respects with the requirements of the Securities Act and applicable
rules  and  regulations  of  the  SEC  thereunder (except that such counsel need
express  no  opinion as to financial statements, schedules or other financial or
statistical  data  contained therein); (c) such counsel has no reason to believe
that  either  the  registration  statement or the prospectus or any amendment or
supplement  thereto  (other  than  financial  statements  and  schedules

                                       13
<PAGE>
or  financial  and  statistical data, as to which such counsel need not comment)
contains  any  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; (d) the description in the registration statement or prospectus
or any amendment or supplement thereto of all legal and governmental matters and
all  contracts  and  other  legal documents or instruments described therein are
accurate  in  all  material  respects; and (e) such counsel does not know of any
legal  or  governmental  proceedings,  pending  or  threatened,  required  to be
described  in  the  registration  statement  or  prospectus  or any amendment or
supplement  thereto which are not described as required, nor of any contracts or
documents  or  instruments  of  the  character  required  to be described in the
registration statement or prospectus or amendment or supplement thereto or to be
filed  as  exhibits  to  the registration statement, which are not described and
filed  as  required; and (ii) use all reasonable efforts to obtain letters dated
on  such  effective  date,  and  such closing date, if any, from the independent
certified  public  accountants of the Company, addressed to the underwriters, if
any,  and  to  each  participating  Holder,  stating  that  they are independent
certified  public  accountants  within  the  meaning  of  the Securities Act and
dealing  with  such matters as the underwriters may request, or, if the offering
is  not  underwritten,  stating  that  in  the  opinion of-such accountants, the
financial statements and other financial data pertaining to the Company included
in  the  registration statement or the prospectus or any amendment or supplement
thereto  comply  in  all  material  respects  with  the  applicable  accounting
requirements  of  the Securities Act; such opinion of counsel shall additionally
cover  such  legal  matters with respect to the registration and with respect to
which  such  opinion  is  being  given  as a participating Holder may reasonably
request;  such  letter  from  the independent certified public accountants shall
additionally cover such other financial matters, including information as to the
period  ending  not  more  than five (5) business days prior to the date of such
letter,  with  respect  to  the  registration  statement  and  prospectus  as  a
participating  Holder  may  reasonably  request.

               12.5     Expenses.  With  respect  to  each  inclusion  of Common
                        --------
Stock of a Holder in a registration statement pursuant to Sections 12.1 and 12.2
hereof, all registration expenses, fees, costs and expenses of and incidental to
such  registration,  including any public offering in connection therewith shall
be  borne  by  the  Company  (excluding  the  fees and disbursements of advisors
retained  by  the  Holder  and  counsel  acting solely on behalf of the Holder);
provided, however, that the Holder shall bear the Holder's pro rata share of the
underwriting  discount  and  commissions  (up  to  a  maximum  aggregate

                                       14
<PAGE>
amount  equal  to  8%  of the offering price of the Holder's shares so offered).
The  fees,  costs  and expenses of registration to be borne by the Company shall
include,  without  limitation,  all registration, filing and NASD fees, printing
expenses,  fees  and  disbursements  of  counsel and accountants for the Company
(including  the  cost  of  any  special  audit requested in order to effect such
registration),  fees  and  disbursements  of  counsel  for  the  underwriter  or
underwriters  of such securities (if the Company and/or selling security holders
are  required  to  bear  such  fees  and  disbursements),  all  legal  fees  and
disbursements  and other expenses of complying with state securities or blue Sky
laws  of  any  jurisdiction  in  which  the  securities  to be offered are to be
registered  or  qualified.

               12.6     Indemnification  of  Holders.  Subject to the conditions
                        ----------------------------
set  forth  below, in connection with any registration of securities pursuant to
Sections  12.1 or 12.2 hereof, the Company agrees to indemnify and hold harmless
each Holder and each person, if any, who controls the Holder (and the respective
officers,  directors and agents of Holders), within the meaning of Section 15 of
the  Securities  Act,  as  follows:

                    (a)     Against  any and all loss, claim, damage and expense
whatsoever arising out or based upon (including, but not limited to, any and all
expense  whatsoever reasonably incurred in investigating, preparing or defending
any litigation, commenced or threatened, or any claim whatsoever based upon) any
untrue  or  alleged  untrue  statement  of  a  material  fact  contained  in any
preliminary  prospectus (if used prior to the effective date of the registration
statement),  the registration statement or the final prospectus (as from time to
time  amended  and supplemented if the Company shall have filed with the SEC any
amendment  thereof  or amendment thereto) if used within the period during which
the  Company  is  required  to  keep  the  registration  statement or prospectus
current,  or  in  any  application  or other document executed by the Company or
based  upon  written  information  furnished  by  the  Company  filed  in  any
jurisdiction  in  order to qualify the Company's securities under the securities
laws  thereof;  or the omission or alleged omission therefrom of a material fact
required  to  be  stated therein or necessary to make the statements therein, in
light  of  the  circumstances under which they were made, not misleading; or any
other  violation  of  applicable  federal  or  state  statutory  or  regulatory
requirements or limitations relating to action or inaction by the Company in the
course of preparing, filing, or implementing such registered offering; provided,
however,  that  the  indemnity agreement contained in this Section 12.6(a) shall
not  apply  to  any  loss,  claim, damage, liability or action arising out of or

                                       15
<PAGE>
based  upon  any untrue or alleged untrue statement or omission made in reliance
upon  and in conformity with any information furnished in writing to the Company
by  or  on  behalf  of  the  Holder  expressly  for use in connection therewith;

                    (b)     Subject  to  the  proviso  contained  in  the  last
sentence  of  Section 12.6(a) above, against any and all loss, liability, claim,
damage  and  expense  whatsoever  to  the extent of the aggregate amount paid in
settlement  of  any  litigation,  commenced  or  threatened,  or  of  any  claim
whatsoever  based upon any such untrue statement or omission or any such alleged
untrue statement or omission (including, but not limited to, any and all expense
whatsoever  reasonably incurred in investigating, preparing or defending against
any  such  litigation  or claim) if such settlement is effected with the written
consent of the Company and no indemnity shall inure to the benefit of the Holder
or  any  controlling  person thereof if the person asserting the claim failed to
receive  a  copy of the final prospectus at or prior to the written confirmation
of  the sale of shares of Common Stock to such person if the untrue statement or
omission  had been corrected in such final prospectus and the failure to receive
such  final  prospectus  is  not  a  necessary  element  of such person's claim;

                    (c)     In  no  case  shall the Company be liable under this
indemnity  agreement  with  respect  to any claim made against the Holder or any
such  controlling  person  (or  its  respective  officers, directors and agents)
unless  the  Company  shall  be  notified, by letter or by telegram confirmed by
letter,  of  any claim made or action commenced against such persons, reasonably
promptly  (but in any event within twenty (20) days of receipt of such claim or,
in  the event that any summons or other service of process requires a responsive
pleading  within  thirty  (30)  days  or  less  time, within ten (10) days after
receipt  of such summons or other process) after such person shall have received
notice  of  such  claim  or  been served with the summons or other legal process
giving  information  as  to the nature and basis of the claim, but failure to so
notify  the  Company  shall  not relieve it from any liability which it may have
otherwise  than  on  account  of this indemnity agreement.  The Company shall be
entitled to participate at its own expense in the defense of any suit brought to
enforce  any  such  claim, but if the Company elects to assume the defense, such
defense  shall  be conducted by counsel chosen by it, provided that such counsel
is  reasonably  satisfactory  to the Holder.  In the event the Company elects to
assume  the  defense of any such suit and retain such counsel, the Holder shall,
after  the  date  the  Holder  is  notified  of such election, bear the fees and
expenses  of  any  counsel  thereafter

                                       16
<PAGE>
retained  by the Holder as well as any other expenses thereafter incurred by the
Holder  in  connection  with  the  defense  thereof; provided, however, that the
Company  shall  bear the fees and expenses of any such separate counsel retained
by the Holder if the counsel representing the Company has a conflict of interest
(which  is  not  waived)  with the Holder which would prohibit such counsel from
representing  the  Holder.

               12.7     Indemnification  of  Company.  Each Holder participating
                        ----------------------------
in  any  registered  offering  pursuant  to Section 12.1 or 12.2 above agrees to
indemnify  and  hold harmless the Company and each of the officers and directors
and  agents of it and each other person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act against any and all such losses,
liabilities,  claims,  damages  and  expenses  as are indemnified against by the
Company  under Section 12.6 hereof; provided, however, that such indemnification
shall  be  limited to statements or omissions, if any, made (or in settlement of
any  litigation  effected with the written consent of the Holder alleged to have
been  made)  in  any  preliminary  prospectus,  the  registration  statement  or
prospectus  or  any  amendment or supplement thereof or any application or other
document in reliance upon, and in conformity with, written information furnished
in respect of the Holder, by or on behalf of the Holder expressly for use in any
preliminary  prospectus,  the  registration  statement  or  prospectus  or  any
amendment  or  supplement  thereof or in any such application or other document.
In  case any action shall be brought against the Company, or any other person so
indemnified  based  on any preliminary prospectus, the registration statement or
prospectus  or  any  amendment  or supplement thereof or any such application or
other  documents,  in respect of which indemnity may be sought against a Holder,
it  shall have the rights and duties given to the Company, and each other person
so  indemnified  shall  have  the  rights  and  dudes  given to a Holder, by the
provisions  of  Section 12.6(c) hereof.  The Company agrees to notify the Holder
promptly after the assertion of any claim against the Company in connection with
the  sale  of  securities  covered  by  this  Warrant.

               12.8     Future  Registration Rights.  The Company may agree with
                        ---------------------------
its  shareholders  other  than  the  Holders to allow their participation in any
registered  offering  which  may  be  requested pursuant to Section 12.1 hereof,
provided all such rights of participation by shareholders other than the Holders
shall  be  subordinated  to the rights of the participating Holders herein, in a
manner  reasonably  satisfactory  to the Required Percentage of such Holders and
their  counsel.


                                       17
<PAGE>
          13.     Descriptive Headings.  The descriptive headings of the several
                  --------------------
sections of this Warrant are inserted for convenience only and do not constitute
a  part  of  this  Warrant.

          14.     Notices.  Any  notice  or other communication pursuant to this
                  -------
Warrant shall be in writing and shall be deemed sufficiently given upon receipt,
if personally delivered or telecopied (with receipt acknowledged), or if mailed,
upon  deposit with the United States Postal Service by first class, certified or
registered  mail,  postage  prepaid,  return  receipt  requested,  addressed  as
follows:

               (a)     If  to  the  Company,  to  The Female Health Company, 875
North  Michigan  Avenue,  Suite  3660,  Chicago,  Illinois  60611,  Attention:
Secretary, or such other address as the Company has designated in writing to the
Holder.

               (b)     If  to  the  Holder,  to  Stephen  M. Dearholt, Insurance
Processing  Center, 741 North Milwaukee Street, Milwaukee, Wisconsin 53202 or to
such  other  address  as  the  Holder  has designated in writing to the Company.

          15.     Replacement of Warrant.  Upon receipt of evidence satisfactory
                  ----------------------
to  the  Company  of the loss, theft, destruction or mutilation of this Warrant,
and upon receipt of written indemnification of the Company by the Holder in form
and  substance reasonably satisfactory to the Company, the Company shall execute
and  deliver  to  the Holder a new Warrant of like date, tenor and denomination.

          16.     Governing  Law.  This  Warrant  shall  be  construed  and
                  --------------
interpreted  in  accordance  with  the  internal laws of the State of Wisconsin.

          17.     Successors  and Assigns.  The provisions of this Warrant shall
                  -----------------------
be binding upon and inure to the benefit of the Company and the Holder and their
respective  successors,  assigns  and  transferees.

          18.     Further  Assurances.  The  Company agrees that it will execute
                  -------------------
and  record  such documents as the Holder shall reasonably request to secure for
the  Holder  any  of  the  rights  represented  by  this  Warrant.

          19.     Amendment  and  Modifications.  This  Warrant  may be amended,
                  -----------------------------
modified  or  supplemented  only  by  written  agreement  of the Company and the
Holder.


                                       18
<PAGE>
          IN  WITNESS WHEREOF, The Female Health Company has caused this Warrant
to  be  signed by its duly authorized officer and this Warrant to be dated as of
March  25,  2001.


                                       THE  FEMALE  HEALTH  COMPANY



                                       By: ________________________________
                                            O.B.  Parrish
                                            Chairman  of  the  Board
                                            and  Chief  Executive  Officer

                                       19