<PAGE>   1
                                                                     EXHIBIT 4.5



        THIS WARRANT CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY
        STATE. THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED (1) UNLESS THEY ARE
        REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
        EXEMPTION FROM REGISTRATION IS AVAILABLE OR (2) IN VIOLATION OF THE
        PROVISIONS OF THIS WARRANT CERTIFICATE.

                                                                    324 Warrants

                          WOMEN FIRST HEALTHCARE, INC.

                               WARRANT CERTIFICATE

               This warrant certificate ("Warrant Certificate") certifies that
for value received Stephen R. Goldenberg or registered assigns (the "Holder") is
the owner of the number of warrants specified above, each of which entitles the
Holder thereof to purchase, at any time on or before the Expiration Date
(hereinafter defined), one fully paid and nonassessable share of Common Stock,
$.001 par value ("Common Stock"), of Women First HealthCare, Inc., a Delaware
corporation (the "Company") (subject to adjustment as hereinafter provided), for
the Purchase Price (defined in Paragraph 1 below) in lawful money of the United
States of America (subject to adjustment as hereinafter provided).

        1.     Warrant; Purchase Price

               Each Warrant initially shall entitle the Holder to purchase one
share of Common Stock of the Company, and the purchase price payable upon
exercise of the Warrant (the "Purchase Price") shall be equal to the first to
occur of: (i) the initial per share public offering (an "Initial Public
Offering") price (before any underwriters' discount or commissions) of the
Company's Common Stock less 15%; (ii) the per share Common Stock price, before
any discounts or commissions, (or implied equivalent per share Common Stock
price) in the next private placement (a "Private Placement") of the Company's
Common Stock or securities convertible into Common Stock in excess of $1,000,000
gross proceeds to the Company, if an Initial Public Offering should not occur
prior to the completion of the Company's next such Private Placement occurring
after the Issuance Date; or (iii) $9.84 per share if such an Initial Public
Offering or Private Placement shall not have been completed after the Issuance
Date and prior to the first anniversary of the Issuance Date. Such Purchase
Price shall apply to the purchase of each share. The Purchase Price and number
of shares of Common Stock issuable upon exercise of the Warrant are subject to
adjustment as provided in Article 6 hereof. The shares of Common Stock issuable
upon exercise of the Warrants (and/or other shares of common stock so issuable
by reason of any adjustments pursuant to Article 6) are sometimes referred to
herein as the "Warrant Shares."

        2.     Exercise; Expiration Date; No Fractional Shares

               2.1. The Warrants are exercisable, at the option of the Holder,
in whole or in part at any time and from time to time (i) after the first to
occur of (a) 180 days following the

<PAGE>   2

completion of the Company's Initial Public Offering or (b) the first anniversary
of the Issuance Date, and (ii) on or before the Expiration Date, upon surrender
of this Warrant Certificate to the Company together with a duly completed Notice
of Exercise, in the form attached hereto as Exhibit A, and payment of the
Purchase Price. In the case of exercise of less than all of the Warrants
represented by this Warrant Certificate, the Company shall cancel this Warrant
Certificate upon the surrender thereof and shall execute and deliver a new
Warrant Certificate for the balance of such Warrants.

               2.2. The term "Expiration Date" shall mean 5:00 p.m. New York
time on March 18, 2004, or if such day shall in the State of New York be a
holiday or a day on which banks are authorized to close, then 5:00 p.m. New York
time the next following day which in the State of New York is not a holiday or a
day on which banks are authorized to close (a "business day").

               2.3. No fractional shares shall be issued upon exercise or
conversion (in whole or in part) of the Warrants and the number of shares of
Common Stock to be issued shall be rounded down to the nearest whole share, and
there shall be no payment to the Holder for any such rounded fractional shares.
Whether or not fractional shares result from such exercise shall be determined
on the basis of the total number of Warrants the holder is at the time
exercising or converting into Common Stock and the number of shares of Common
Stock issuable upon such aggregate exercise or conversion.

        3.     Registration and Transfer on Company Books

               3.1. The Company shall maintain books for the registration and
transfer of the Warrants and the registration and transfer of the Warrant
Shares.

               3.2. Prior to due presentment for registration of transfer of
this Warrant Certificate, or the Warrant Shares, the Company may deem and treat
the registered Holder as the absolute owner thereof.

        4.     Reservation of Shares

               The Company covenants that it will at all times reserve and keep
available out of its authorized capital stock, solely for the purpose of issue
upon exercise of the Warrants, such number of shares of Common Stock as shall
then be issuable upon the exercise of all outstanding Warrants. The Company
covenants that all Warrant Shares shall, upon issuance in accordance with the
terms hereof, be duly and validly issued and fully paid and nonassessable and
free from all liens and encumbrances, and that upon issuance the Company shall
use its commercially reasonable efforts to cause such shares to be listed on
each national securities exchange, if any, on which the other shares of such
outstanding capital stock of the Company are then listed.

        5.     Loss or Mutilation

               Upon receipt by the Company of reasonable evidence of the
ownership of and the loss, theft, destruction or mutilation of any Warrant
Certificate and, in the case of loss, theft or



                                       2
<PAGE>   3

destruction, of indemnity reasonably satisfactory to the Company, or, in the
case of mutilation, upon surrender and cancellation of the mutilated Warrant
Certificate, the Company shall execute and deliver in lieu thereof a new Warrant
Certificate representing an equal number of Warrant Shares.

        6.     Adjustment of Purchase Price and Number of Shares Deliverable;
               Reorganizations and Recapitalizations

               6.1 (a) The Purchase Price for the Warrant Shares shall be
subject to adjustment from time to time as follows:

                      (i) (A) Upon each issuance (or deemed issuance pursuant to
Section 6.1(a)(i)(E) hereof) by the Company of any Additional Stock (after the
Issuance Date and prior to the completion of an initial public offering of the
Company's Common Stock), without consideration or for an Effective Price per
share less than the Purchase Price in effect immediately prior to the issuance
(or deemed issuance) of such Additional Stock, then the Purchase Price for the
Warrant Shares in effect immediately prior to each issuance (or deemed issuance)
shall be adjusted to a price equal to the Effective Price per share pursuant to
such issuance or deemed issuance of Additional Stock.

                      (B) No adjustment of the Purchase Price for the Warrant
Shares shall be made in an amount less than one-half of one cent ($0.005) per
share. No adjustment of the Purchase Price of the Warrant Shares pursuant to
this Section 6.1(a)(i) shall have the effect of increasing such Purchase Price
of the Warrant Shares above the Purchase Price in effect immediately prior to
such adjustment.

                      (C) In the case of the issuance of securities of the
Company for cash, the amount of consideration received by the Company for such
securities shall be deemed to be the amount of cash paid therefor before
deducting any discounts, commissions or other expenses allowed, paid or incurred
by the Company for any underwriting or otherwise in connection with the issuance
and sale thereof

                      (D) In the case of the issuance of securities of the
Company for a consideration in whole or in part other than cash, the
consideration other than cash shall be deemed to have a dollar value equal to
the fair market value of such non-cash consideration as determined in good faith
by the Company's Board of Directors, irrespective of any accounting treatment
thereof.

                      (E) In the case of the issuance (on or after the Issuance
Date and prior to the completion of an initial public offering of the Company's
Common Stock) of Options or Convertible Securities, the following provisions
shall apply for all purposes of this Section 6.1(a)(i) and 6.1(a)(ii):

                             (1) With respect to Options to purchase Common
Stock, the aggregate maximum number of shares of Common Stock deliverable upon
exercise of such Options shall be deemed to have been issued at the time such
Options were issued and for a



                                       3
<PAGE>   4

consideration equal to the consideration (determined in the manner provided in
Section 6.1(a)(i)(C) and Section 6.1(a)(i)(D) hereof), if any, received by the
Company for such Options plus the minimum exercise price provided in such
Options for the Common Stock covered thereby.

                             (2) With respect to Convertible Securities and
Options to purchase Convertible Securities, the aggregate maximum number of
shares of Common Stock deliverable upon the conversion of or exchange of any
such Convertible Securities and the aggregate maximum number of shares of Common
Stock issuable upon the exercise of such Options to purchase Convertible
Securities and the subsequent conversion or exchange of such Convertible
Securities shall be deemed to have been issued at the time such Convertible
Securities or such Options were issued and for a consideration equal to the
consideration, if any, received by the Company for any such Convertible
Securities and Options, plus the minimum additional consideration, if any, to be
received by the Company upon the conversion or exchange of such Convertible
Securities or the exercise of such Options and the conversion or exchange of the
Convertible Securities issuable upon exercise of such Options (the consideration
in each case to be determined in the manner provided in Section 6.1(a)(i)(C) and
Section 6.1(a)(i)(D) hereof).

                             (3) In the event of any change in the number of
shares of Common Stock deliverable, or in the consideration payable to the
Company, upon exercise of such Options or upon conversion or exchange of such
Convertible Securities, including, but not limited to, a change resulting from
the antidilution provisions thereof, the Purchase Price of the Warrant Share, to
the extent in any way affected by or computed using such Options or Convertible
Securities, shall be recomputed to reflect such change, but no further
adjustment shall be made for the actual issuance of Common Stock or any payment
of such consideration upon the exercise of any such Options or the conversion or
exchange of such Convertible Securities,

                             (4) Upon the expiration or termination of any such
Options or any such rights to convert or exchange Convertible Securities, the
Purchase Price of the Warrant Shares, to the extent in any way affected by or
computed using such Options or Convertible Securities, shall be recomputed to
reflect the issuance of only the number of shares of Common Stock (and Options
and Convertible Securities which remain in effect) that are actually issued upon
the exercise of such Options or upon the conversion or exchange of such
Convertible Securities.

                             (5) The number of shares of Common Stock deemed
issued and the consideration deemed paid therefor pursuant to Section
6.1(a)(i)(E)(1) and (2) hereof shall be appropriately adjusted to reflect any
change, termination or expiration of the type described in either Section
6.1(a)(i)(E)(3) or (4) hereof.

                             (6) The adjustment provisions of this Section
6.1(a)(i) shall be of no further force and effect for any issuances or deemed
issuances of Additional Stock following the completion of an initial public
offering of the Company's Common Stock.



                                       4
<PAGE>   5

                      (ii)(A) "Additional Stock" shall mean any shares of Common
Stock issued (or deemed to have been issued pursuant to Section 6.1(a)(i)(E)
hereof) by the Company after the Issuance Date other than:

                             (1) Common Stock issued pursuant to a transaction
described in Section 6.1(a)(iii) hereof,

                             (2) Up to 2,277,435 shares (or such higher number
as has been approved by the holders of the Company's Series A Preferred Stock)
of Common Stock issuable or issued to employees, officers, directors or
consultants of the Company directly or pursuant to a stock option plan or stock
purchase plan or any stock option grant, stock purchase agreement or other
agreement, in each case approved by the Board of Directors,

                             (3) Common Stock issued or issuable upon conversion
of shares of the Company's Series A Preferred Stock;

                             (4) Any Common Stock issued or issuable upon
exercise of any Options outstanding on or prior to the Issuance Date;

                             (5) Common Stock issued or issuable upon exercise
(in whole or in part) of any of the warrants to purchase Common Stock of the
Company outstanding on or prior to the Issuance Date.

                             (6) Common Stock issued or issuable upon exercise
(in whole or in part) of any of the shares of the Company's Series B Convertible
Preferred Stock; or

                             (7) Common Stock issued or issuable upon exercise
of any of the Warrants.

                      (B) "Convertible Securities" shall mean any indebtedness
or shares of stock convertible into or exchangeable for Common Stock.

                      (C) "Effective Price" of shares of Additional Stock shall
mean the quotient determined by dividing (i) the total number of such shares of
Additional Stock issued or sold, or deemed to have been issued or sold, by the
Company, into (ii) the consideration received, by the Company under Section 6.1
for the issuance of such shares of Additional Stock.

                      (D) "Issuance Date" shall mean the date on which the
Warrants are first issued.

                      (E) "Options" shall mean the rights, options or warrants
to subscribe for, purchase or otherwise acquire Common Stock or Convertible
Securities.

                      (iii) In the event the Company at any time or from time to
time after the Issuance Date fixes a record date for the effectuation of a split
or subdivision of the outstanding stock entitled to receive a dividend or other
distribution payable in additional shares of Common Stock or other securities or
rights convertible into, or entitling the holder thereof to receive



                                       5
<PAGE>   6

directly or indirectly, additional shares of Common Stock (hereinafter referred
to as "Common Stock Equivalents") without payment of any consideration by such
Holder of the additional shares of Common Stock or the Common Stock Equivalents
(including the additional shares of Common Stock issuable upon conversion or
exercise thereof), then, as of such record date (or the date of such dividend,
distribution. split or subdivision if no record date is fixed), the Purchase
Price of the Warrant Shares shall be appropriately decreased so that the number
of shares of Common Stock issuable on exercise of each Warrant shall be
increased in proportion to such increase in the aggregate numbers of shares
issuable with respect to Common Stock Equivalents, with the number of shares
issuable with respect to Common Stock Equivalents determined from time to time
in the manner provided for deemed issuances in Section 6.1(a)(1)(E) hereof

                      (iv) If the number of shares of Common Stock outstanding
at any time after the Issuance Date is decreased by a combination of the
outstanding shares of Common Stock, then following the record date of such
combination, the Purchase Price for the Warrant Shares shall be appropriately
increased so that the number of shares of Common Stock issuable on exercise of
each Warrant shall be decreased in proportion to such decrease in the
outstanding shares of Common Stock.

               (b) Upon each adjustment of the Purchase Price pursuant to this
Section 6.1, the number of Warrant Shares purchasable upon exercise of each
Warrant shall be the number derived by multiplying the number of Warrant Shares
purchasable immediately prior to such adjustment by the Purchase Price in effect
prior to such adjustment and dividing the product so obtained by the applicable
adjusted Purchase Price.

               (c) The Company will not, by amendment of its Certificate of
Incorporation or through any reorganization, recapitalization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the Company, but will
at all times in good faith assist in the carrying out of all the provisions of
this Section 6.1 and in the taking of all such action (including the reduction
of par value of the Common Stock or the Warrant Shares) as may be necessary or
appropriate in order to protect the rights of the Holders.

               6.2 Whenever the number of Warrant Shares purchasable upon the
exercise of the Warrants or the Purchase Price of such Warrant Shares is
adjusted, as herein provided, the Company shall mail to the Holder, at the
address of the Holder shown on the books of the Company, a notice of such
adjustment or adjustments, prepared and signed by the Chief Financial Officer or
Secretary of the Company, which sets forth the number of Warrant Shares
purchasable upon the exercise of each Warrant and the Purchase Price of such
Warrant Shares after such adjustment, a brief statement of the facts requiring
such adjustment and the computation by which such adjustment was made.

               6.3 In the event that at any time prior to the expiration of the
Warrants and prior to their exercise:



                                       6
<PAGE>   7

                      (a) the Company shall declare any distribution (other than
               a cash dividend or a dividend payable in securities of the
               Company with respect to the Common Stock); or

                      (b) the Company shall offer for subscription to the
               holders of the Common Stock any additional shares of stock of any
               class or any other securities convertible into Common Stock or
               any rights to subscribe thereto; or

                      (c) the Company shall declare any stock split, stock
               dividend, subdivision, combination, or similar distribution with
               respect to the Common Stock, regardless of the effect of any such
               event on the outstanding number of shares of Common Stock; or

                      (d) the Company shall declare a dividend, other than a
               dividend payable in shares of the Company's own Common Stock; or

                      (e) there shall be a voluntary or involuntary dissolution,
               liquidation, or winding up of the Company (other than in
               connection with a consolidation, merger, or sale of all or
               substantially all of its property, assets and business as an
               entity);

(each such event hereinafter being referred to as a "Notification Event"), the
Company shall cause to be mailed to the Holder, not less than 20 days prior to
the record date, if any, in connection with such Notification Event (provided,
however, that if there is no record date, or if 20 days prior notice is
impracticable, as soon as practicable) written notice specifying the nature of
such event and the effective date of, or the date on which the books of the
Company shall close or a record shall be taken with respect to, such event. Such
notice shall also set forth facts indicating the effect of such action, if any
(to the extent such effect may be known at the date of such notice), on the
Purchase Price and the kind and amount of the shares of stock or other
securities or property deliverable upon exercise of the Warrants.

               6.4 If at any time or from time to time there shall be a
reorganization or recapitalization of the Common Stock (other than a
subdivision, combination or merger or sale of assets transaction provided for in
Section 3 of the Second Amended and Restated Certificate of Incorporation of the
Company), then, as a condition of such reorganization or recapitalization,
provision shall be made so that the Holder shall thereafter be entitled to
receive upon exercise or conversion of the Warrants the number of shares of
stock or other securities or property of the Company or otherwise, to which a
Holder of Common Stock deliverable upon exercise or conversion would have been
entitled on such reorganization or recapitalization. In any such case,
appropriate adjustment shall be made, in the good faith determination of the
Board, in the application of the provisions of this Section 6.4 with respect to
the rights of the Holder after the recapitalization to the end that the
provisions of this Section 6.4 (including adjustment of the Conversion Price
then in effect and the number of shares receivable upon exercise or conversion
of the Warrants) shall be applicable after that event in as nearly an equivalent
manner as may be practicable.



                                       7
<PAGE>   8

        7.     Conversion Rights

               7.1. In lieu of exercise of any of the Warrants as provided in
Section 2.1 hereof, the Warrants represented by this Warrant Certificate (or any
portion thereof) may, at the election of the Holder, be converted into the
nearest whole number of shares of Common Stock equal to: (1) the product of (a)
the number of Warrants to be so converted and (b) the excess, if any, of (i) the
Market Price per share on the business day next preceding the date of conversion
over (ii) the Purchase Price in effect on the business day next preceding the
date of conversion, divided by (2) the Market Price per share on the business
day next preceding the date of conversion.

               7.2. The conversion rights provided under this Section 7 may be
exercised in whole or in part and at any time and from time to time while any of
the Warrants remain outstanding. In order to exercise the conversion privilege,
the Holder shall surrender to the Company, at its offices, this Warrant
Certificate accompanied by a duly completed Notice of Conversion in the form
attached hereto as Exhibit B. The Warrants (or such number thereof as shall have
been surrendered for conversion) shall be deemed to have been converted
immediately prior to the close of business on the day of surrender of such
Warrant Certificate for conversion in accordance with the foregoing provisions.
As promptly as practicable on or after the conversion date, the Company shall
issue and shall deliver to the Holder (i) a certificate or certificates
representing the number of shares of Common Stock to which the Holder shall be
entitled as a result of the conversion, and (ii) if the Warrant Certificate is
being converted in part only, a new certificate of like tenor and date for the
balance of the unconverted portion of the Warrant Certificate.

               7.3. "Market Price," as used with reference to any share of stock
on any specified date, shall mean:

                      (i) if such stock is listed and registered on any national
               securities exchange or traded on The Nasdaq Stock Market
               ("Nasdaq"), (A) the last reported sale price on such exchange or
               Nasdaq of such stock on the business day immediately preceding
               the date of conversion, or (B) if there shall have been no such
               reported sale price of such stock on the business day immediately
               preceding the date of conversion, the average of the last
               reported sale price on such exchange or on Nasdaq on (x) the day
               next preceding the date of conversion for which there was a
               reported sale price and (y) the day next succeeding the date of
               conversion for which there was a reported sale price; or

                      (ii) if such stock is not at the time listed on any such
               exchange or traded on Nasdaq but is traded on the
               over-the-counter market as reported by the National Quotation
               Bureau or other comparable service, (A) the average of the
               closing bid and asked prices for such stock on the business day
               immediately preceding the date of conversion, or (B) if there
               shall have been no such reported bid and asked prices for such
               stock on the business day immediately preceding the date of
               conversion, the average of the last bid and asked prices on (x)
               the day next preceding the date of conversion for which such
               information is available and (y)



                                       8
<PAGE>   9

               the day next succeeding the date of conversion for which such
               information is available; or

                      (iii) if clauses (i) and (ii) above are not applicable,
               the fair value per share of such stock as determined in good
               faith and on a reasonable basis by the Board of Directors of the
               Company and if requested, set forth in a certificate delivered to
               the holder of this Warrant upon the conversion hereof.

        8.     Voluntary Adjustment by the Company

               The Company may, at its option, at any time during the term of
the Warrants, reduce the then current Purchase Price to any amount deemed
appropriate by the Board of Directors of the Company and/or extend the date of
the expiration of the Warrants.

        9.     Registration Rights

               The Warrant Shares shall constitute Registrable Securities, as
such term is defined in that certain Stock Purchase Agreement, dated as of
January 8, 1998, as amended, among the Company, the Holder and the other parties
thereto, and shall be entitled to all of the rights and subject to all of the
obligations relating to Registrable Securities thereunder.

               The Holder agrees that any certificate representing Warrant
Shares will have a restrictive legend thereon stating that the Warrant Shares
cannot be transferred except in compliance with the Securities Act of 1933, as
amended, any applicable state securities laws.

        10.    Restrictions on Transferability

               The Warrants and the Warrant Shares shall not be transferred,
hypothecated or assigned before satisfaction of the conditions specified in this
Section 10, which conditions are intended to ensure compliance with the
provisions of the Securities Act with respect to the transfer of any Warrant or
any Warrant Shares. The Holder, by acceptance of this Warrant, agrees to be
bound by the provisions of this Section 10.

               10.1.  Restrictive Legend. (a) Except as otherwise provided in
this Section 10, each certificate for Warrant Shares initially issued upon the
exercise of this Warrant and each certificate for Warrant Shares issued to any
subsequent transferee of any such certificate, shall be stamped or otherwise
imprinted with a legend in substantially the following form (each such Warrant
Share being referred to herein as a share of "Restricted Common Stock"):

               "The shares represented by this certificate have not been
               registered under the Securities Act of 1933, as amended, and are
               subject to the conditions specified in that certain Warrant
               Certificate dated March 18, 1999, originally issued by Women
               First HealthCare, Inc. No transfer of the shares represented by
               this certificate shall be valid or effective until such
               conditions have been fulfilled. A copy of the form of said
               Warrant is on file with the Secretary of Women First HealthCare,
               Inc. The holder of this certificate, by acceptance



                                       9
<PAGE>   10

               of this certificate, agrees to be bound by the provisions of
               such Warrant Certificate."

                      (b) Except as otherwise provided in this Section 10, each
               Warrant shall be stamped or otherwise imprinted with a legend in
               substantially the form set forth at the top of the first page of
               this Warrant Certificate.

               10.2. Notice of Proposed Transfers; Requests for Registration.
Prior to any transfer or other disposition of any Warrant or share of Restricted
Common Stock or any interest therein that would constitute a sale thereof within
the meaning of the Securities Act, the Holder thereof shall give ten days' prior
written notice (a "Transfer Notice") to the Company of such Holder's intention
to effect such transfer describing the manner and circumstances of the proposed
transfer, and obtain from counsel to such Holder, who shall be reasonably
satisfactory to Company, an opinion that the proposed transfer of such Warrants
or Restricted Common Stock may be effected without registration under the
Securities Act. After receipt of the Transfer Notice and opinion, Company shall,
within five days thereof, notify the Holder of such Warrants or such Restricted
Common Stock as to whether such opinion is reasonably satisfactory and, if so,
such Holder shall thereupon be entitled to Transfer such Warrants or such
Restricted Common Stock, in accordance with the terms of the Transfer Notice.
Each certificate, if any, evidencing such shares of Restricted Common Stock
issued upon such Transfer shall bear the restrictive legend set forth in Section
10.1(a), and each Warrant issued upon such Transfer shall bear the restrictive
legend set forth in Section 10.1(b), unless in the opinion of such counsel such
legend is not required in order to ensure compliance with the Securities Act.
The Holder of the Warrants or the Restricted Common Stock, as the case may be,
giving the Transfer Notice shall not be entitled to Transfer such Warrants or
such Restricted Common Stock until receipt of notice from Company under this
Section 10.2 that such opinion is reasonably satisfactory.

               10.3. Termination of Restrictions Notwithstanding the foregoing
provisions of Section 10, the restrictions imposed by this Section upon the
transferability of the Warrants and the Restricted Common Stock and the legend
requirements of Section 10.1 shall terminate as to any particular Warrant or
share of Restricted Common Stock (i) when and so long as such security shall
have been effectively registered under the Securities Act and disposed of
pursuant thereto or (ii) when the Company shall have received an opinion of
counsel reasonably satisfactory to it that such shares may be transferred
without registration thereof under the Securities Act.

        11.    Governing Law

               This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of New Jersey, without regard to the
conflict of law principles thereof.



                                       10
<PAGE>   11

               IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed by its officers thereunto duly authorized and
its corporate seal to be affixed hereon, as of this 18th day of March, 1999.


                                             WOMEN FIRST HEALTHCARE, INC.



                                             By:
                                                --------------------------------
                                                   Name:
                                                   Title:

[SEAL]


Attest:



-----------------------------------
Name:
Title:



                                       11
<PAGE>   12

                                                                       EXHIBIT A


                          WOMEN FIRST HEALTHCARE, INC.

                               NOTICE OF EXERCISE

               The undersigned hereby irrevocably elects to exercise, pursuant
to Section 2 of the Warrant Certificate accompanying this Notice of Exercise,
_____________ Warrants of the total number of Warrants owned by the undersigned
pursuant to the accompanying Warrant Certificate, and herewith makes payment of
the Purchase Price of such shares in full.





                                             -----------------------------------
                                             Name of Holder



                                             -----------------------------------
                                             Signature


                                             Address:

                                             -----------------------------------

                                             -----------------------------------

                                             -----------------------------------



                                   Exhibit A
<PAGE>   13

                                                                       EXHIBIT B


                          WOMEN FIRST HEALTHCARE, INC.

                              NOTICE OF CONVERSION

               The undersigned hereby irrevocably elects to convert, pursuant to
Section 7 of the Warrant Certificate accompanying this Notice of Conversion,
_______ Warrants of the total number of Warrants owned by the undersigned
pursuant to the accompanying Warrant Certificate into shares of the Common Stock
of the Company (the "Shares").

               The number of Shares to be received by the undersigned shall be
calculated in accordance with the provisions of Section 7.1 of the accompanying
Warrant Certificate.





                                             -----------------------------------
                                             Name of Holder



                                             -----------------------------------
                                             Signature


                                             Address:

                                             -----------------------------------

                                             -----------------------------------

                                             -----------------------------------



                                   Exhibit B