1 EXHIBIT 4.2 ZILA, INC.

   1
                                   EXHIBIT 4.2


                                   ZILA, INC.

                      FORM OF STOCK OPTION AWARD AGREEMENT

         BY THIS STOCK OPTION AWARD AGREEMENT (the "Agreement"), ZILA, INC., a
Delaware corporation (the "Company"), and the undersigned, an eligible employee
of the Company (the "Optionee"), desire to establish the terms and conditions
upon which the Company is willing to grant the Optionee, and upon which the
Optionee is willing to accept from the Company, an Option to purchase Stock from
the Company, pursuant to the terms and conditions of the Company's 1997 Stock
Option Award Plan (the "Plan"). The Company and the Optionee hereby agree as
follows:

         1. The Plan All the terms, conditions and definitions of the Plan are
hereby incorporated by reference into this Agreement, as if fully set forth
herein.

         2. Terms of Grant

            (a)   Option Exercise price:                $____________________

            (b)   Nonqualified Options
                  to purchase Stock:                    _______________ shares

            (c)   Incentive Stock Options
                  to purchase Stock                     ________________ shares

            (d)   Date of Grant(s)                      ______________________

Dated:

                                        ZILA, INC., a Delaware corporation

                                        By ___________________________
                                        Its Vice President/Corporate Secretary


                                        OPTIONEE



                                        _______________________________
                                        (Signature)