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


$250,000.00                                                  February  12,  2000

          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 Two Hundred Fifty
Thousand  Dollars  ($250,000.00),  payable  in  full  on  February  12,  2001.

          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 original Note issued under a
Note  Purchase  and  Warrant Agreement dated as of February 12, 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:
                                 ------------------------------------------
                                     Chairman 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 8


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

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


          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"), 62,500 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 control a corporation if such
Person  possesses,  directly  or  indirectly,  the  power  to

<PAGE>
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)  February  12,  2010.

               (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 $0.77 (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 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

<PAGE>
          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 February 12, 2000, until 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 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.


                                        3
<PAGE>
          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,
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:

                    (1)     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


                                        4
<PAGE>
                    (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 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 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.


                                        5
<PAGE>
          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, Form SB-2 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 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 as of February 12, 1999, the
Stock Issuance Agreement between such parties dated as of February 12, 1999, the
Warrant  issued  by  the Company to Stephen M. Dearholt dated as of February 12,
1999,  the Note Purchase and Warrant Agreement between the Company and Stephen M
Dearholt  dated  as  of  March  25,  1998,  the Warrant issued by the Company to
Stephen  M.  Dearholt  dated  as of March 25, 1998, the Stock Issuance Agreement
between  the  Company  and  Stephen  M.  Dearholt dated March 25, 1998, the Note
Purchase  and Warrant Agreement between the Company and Stephen M Dearholt dated
as  of  March 25, 1997, the Warrant issued by the Company to Stephen M. Dearholt
dated as of March 25, 1997, the Note Purchase and Warrant Agreement by and among
the  Company  and  Stephen  M.  Dearholt dated as of March 25, 1996, the Warrant
issued by the Company to Stephen M. Dearholt dated as of March 26, 1996, and the
Warrant  issued  by  the Company to Stephen M. Dearholt dated as of November 21,
1995  (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

                                        6
<PAGE>
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
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

                                        7
<PAGE>
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).

          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.

          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

                                        8
<PAGE>
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;

               (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;


                                        9
<PAGE>
               (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 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

                                        10
<PAGE>
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 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 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

                                       11
<PAGE>
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
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;


                                       12
<PAGE>
               (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 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

                                       13

<PAGE>
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.

          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  Street,  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.


                                       14
<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
February  12,  2000.


                              THE  FEMALE  HEALTH  COMPANY



                              By:
                                  -----------------------------------------
                                     Chairman and Chief Executive Officer




                                       15