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


$50,000.00                                                   February  18,  2000

          FOR  VALUE  RECEIVED,  THE  FEMALE  HEALTH  COMPANY,  a  Wisconsin
corporation,  promises to pay to the order of O.B. Parrish, at his office in the
City  of  Chicago,  Illinois,  the  principal  sum  of  Fifty  Thousand  Dollars
($50,000.00),  payable  in  full  on  February  18,  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 18, 1999 between the
undersigned  and  O.B. Parrish 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:
                                   --------------------------------
                                              President


<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 OBP2


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

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


          THIS  CERTIFIES THAT, FOR VALUE RECEIVED, O.B. Parrish, or assigns, is
entitled  to  subscribe  for  and  purchase  from  The  Female Health Company, a
Wisconsin  corporation  (the  Company"),  12,500  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 direct or cause the
direction  of  the  management and policies of such corporation, whether through
the  ownership  of  voting  securities,  by  contract  or  otherwise.


<PAGE>
               (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  18,  2010.

               (e)     "Holder"  shall  mean  O.B.  Parrish  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 $0.72 (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.     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 18, 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

                                        2
<PAGE>
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.

          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

                                        3
<PAGE>
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

                    (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

                                        4
<PAGE>
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.

          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

                                        5
<PAGE>
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 Parrish
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 O.B. Parrish dated February 18, 1999, the Stock Issuance
Agreement  between  such parties dated February 18, 1999, and the Warrant issued
by  the Company to O.B. Parrish dated as of February 18, 1999 (collectively, the
"Parrish  Stock  Documents"), the Holder Group shall be entitled to an unlimited
number of Demand Registrations under all such Parrish Stock Documents, and shall
be  entitled  to  include  all or part of the stock received under any or all of
such  Parrish  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 ten thousand (10,000) 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 O.B. Parrish 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 Parrish 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 ten thousand (10,000)
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

                                        6
<PAGE>
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).

          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 ten thousand (10,000) 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

                                        7
<PAGE>
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 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

                                        8
<PAGE>
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;

               (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;


                                        9
<PAGE>
               (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 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.


                                       10
<PAGE>
          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 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

                                       11
<PAGE>
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 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

                                       12
<PAGE>
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.

          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 O.B. Parrish, c/o The Female Health
Company,  Suite  3660,  875 North Michigan Avenue, Chicago, Illinois 60611 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.


                                       13
<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  18,  2000.


                              THE  FEMALE  HEALTH  COMPANY



                              By:
                                  -----------------------------------------
                                   President




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