CONVERTIBLE DEBENTURE

          THIS  CONVERTIBLE  DEBENTURE  HAS  NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW.
THIS  CONVERTIBLE  DEBENTURE  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.

$100,000                                                          June  1,  2001

          FOR  VALUE  RECEIVED,  THE  FEMALE  HEALTH  COMPANY,  a  Wisconsin
corporation,  promises  to  pay  to the order of the DR. JAMES P. ELMES IRA, c/o
Larry  Fey,  at  655  N.  LaGrange  Road,  Suite  202,  Frankfort, IL 60423, the
principal  sum  of  One  Hundred  Thousand  Dollars  ($100,000) on May 30, 2004.

          The  unpaid  principal  balance  hereof  shall  bear interest, payable
quarterly  on  June  30, September 30 and December 31, commencing June 30, 2001,
and  at  maturity,  computed  at  a  rate equal to 10% per annum.  If the holder
elects,  such interest shall be payable in shares of The Female Health Company's
Common  Stock,  valued at a price per share equal to the average last sale price
of  a share of such Common Stock for the five trading days ending on the trading
day  prior  to  the  interest  payment  date.  Principal of and interest on this
Convertible  Debenture  shall  be  payable in lawful money of the United States.

          All  interest  payable on this Convertible Debenture 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  Convertible  Debenture.

          This  Convertible  Debenture  is convertible into shares of The Female
Health Company's Common Stock at the election of the holder hereof.  To exercise
that  conversion  right,  the  holder  hereof must provide written notice to The
Female  Health  Company indicating the amount of the Convertible Debenture to be
converted  into  Common  Stock,  which  must  be  done in increments of at least
$50,000  of  principal  unless  The Female Health Company agrees otherwise.  The
Convertible Debenture is convertible into Common Stock based on a price of $0.50
per  share  (the  "Conversion  Price").


          In case the Company shall at any time subdivide its outstanding shares
of  Common  Stock  into  a  greater  number of shares (including through a stock
split,  stock  dividend  or similar transaction), the Conversion Price in effect
immediately  prior  to  such  subdivision  shall be proportionately reduced, and
conversely,  in case the outstanding shares of Common Stock of the Company shall
be  combined  into a smaller number of shares (including through a reverse stock
split  or similar transaction), the Conversion Price in effect immediately prior
to  such  combination  shall  be  proportionately  increased.

          This  Convertible Debenture may be repaid, in whole or in part, at any
time  without  penalty;  provided, however, that before any payment, including a
payment  at  maturity,  The  Female  Health  Company  must first give the holder
written  notice  of  its  intention  to  repay the Convertible Debenture and the
holder  shall have a period of ten days to decide whether to accept such payment
or  convert the principal and interest in accordance with the terms hereof, into
Common  Stock.

          If  (a)  any  payment of principal or interest is not made within five
business  days  after  The Female Health Company is given written notice of such
failure to make a required payment; or (b) The Female Health Company becomes the
subject  of  bankruptcy or insolvency proceedings which are not dismissed within
30  days  of  filing, the unpaid balance of this Convertible Debenture shall, at
the  option  of  the  holder  and  without notice, mature and become immediately
payable.

                              THE  FEMALE  HEALTH  COMPANY


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

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