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                                                                    EXHIBIT 10-F

                                                                      NO. X - 02
                                               Commencing Date: October 31, 1997
                                               Expiration Date: October 31, 2000


                             STOCK PURCHASE WARRANT

                            TO PURCHASE COMMON SHARES
                                       OF
                                   ZILA, INC.


         THIS CERTIFIES that, for value BARTHOLOMEW INVESTMENT, L.P. (the
"Investor") is entitled to subscribe for and purchase from Zila, Inc.,
incorporated under the laws of the State of Delaware (hereinafter called the
"Company"), at the price of $8.6125 per share at any time during the three year
period commencing OCTOBER 31, 1997 and ending OCTOBER 31, 2000 up to FIFTEEN
THOUSAND (15,000) fully paid and non-assessable shares of Common Stock of the
Company, par value ($.001) per share (hereinafter called "Common Stock"),
subject, however, to the provisions and upon the terms and conditions
hereinafter set forth. The resale of the shares of Common Stock or other
securities issuable upon exercise or exchange of this Warrant is subject to the
provisions of the Registration Rights Agreement of even date herewith (the
"Registration Rights Agreement") by and between the Company and the Investor, as
well as applicable federal and state securities laws.

1.       The rights represented by this warrant may be exercised by the holder
         hereof, in whole or part (but not as to a fractional share of Common
         Stock), by the surrender of this Warrant (properly endorsed if
         required) at the office of the Company (or such other office or agency
         of the Company as it may designate by notice in writing to the holder
         hereof at the address of such holder appearing on the books of the
         Company at any time within the period above named) and upon payment to
         it by certified check or cashiers check of the purchase price of such
         shares. In the event of any exercise of the rights represented by this
         Warrant, certificates for the shares of Common Stock as purchased shall
         be delivered to the holder hereof at the Company's expense (including,
         without limitation, the payment by it of any applicable stock transfer
         or stock issuance tax) within three (3) business days, after the rights
         represented by this Warrant shall have been so exercised, and, unless
         this Warrant has expired, a new Warrant representing the number of
         shares of Common Stock, if any, with respect to which this Warrant
         shall not then have been exercised shall also be issued to the holder
         hereof within such time. In the event that the exercise of this
         Warrant, in full or in part, would result in the issuance of any
         fractional shares of Common Stock, then in such event the number of
         shares to be issued shall be rounded up or down to the nearest whole
         share and no fractional shares shall be issued.

THE SECURITIES REPRESENTED BY THIS STOCK PURCHASE WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED FOR SALE OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.


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2.       The Company covenants and agrees that all shares of Common Stock which
         may be issued upon the exercise of the rights represented by this
         Warrant will, upon issuance, be fully paid and non-assessable and free
         of from taxes, liens and charges with respect to the issue thereof
         (other than taxes in respect of any transfer occurring
         contemporaneously with such issue). The Company further covenants and
         agrees that during the period within which the rights represented by
         this Warrant may be exercised, the Company will at all times have
         authorized, and reserved, a sufficient number of shares of Common Stock
         to provide for the exercise of the rights represented by this Warrant,
         and will at its expense expeditiously upon each such reservation of
         shares procure the listing thereof (subject to issuance of notice of
         issuance) on all stock exchanges, if any, on which such shares are then
         listed.

3.       The above provisions are, however, subject to the following:

         (a) In the event that the Company shall declare any dividend or other
         distribution upon its outstanding Common Stock payable in Common Stock
         or shall subdivide its outstanding shares of Common Stock into a
         greater number of shares, then the number of shares of Common Stock
         which may thereafter be purchased upon the exercise of the rights
         represented hereby shall be increased in proportion to the increase
         through such dividend or subdivision and the purchase price per share
         shall be decreased in such proportion. In the event that the Company
         shall at any time combine the outstanding shares of its Common Stock
         into a smaller number of shares, the number of shares of Common Stock
         which may thereafter be purchased upon the exercise of the rights
         represented hereby shall be decreased in proportion to the decrease
         through such combination and the purchase price per share shall be
         increased in such proportion.

         (b) In the event that the Company shall declare a dividend upon the
         Common Stock payable otherwise than out of earnings or surplus (other
         than paid-in surplus) or otherwise than in Common Stock, the purchase
         price per share in effect immediately prior to the declaration of such
         dividend shall be reduced by an amount equal, in the case of a dividend
         in cash, to the amount thereof payable per share of the Common Stock
         or, in the case of any other dividend, to the fair value thereof per
         share of the Common Stock as determined by the Board of Directors of
         the Company. For the purposes of the foregoing a dividend other than in
         cash shall be considered payable out of earnings or surplus (other than
         paid-in surplus) only to the extent that such earnings or surplus are
         charged an amount equal to the fair value of such dividend as
         determined by the Board of Directors of the Company. Such reductions
         shall take effect as of the date on which a record is taken for the
         purpose of such dividend, or, if a record is not taken, the date as of
         which the holders of Common Stock of record entitled to such dividend
         are to be determined.

         (c) If any capital reorganization or reclassification of the Common
         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, then, as a condition
         of such reorganization, reclassification, consolidation, merger or
         sale, lawful and adequate provision shall be made whereby the holder
         hereof shall thereafter 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


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         of shares of such Common 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 (including without limitation
         provisions for adjustment of the purchase price per share and of the
         number of shares of Common Stock purchasable upon the exercise of this
         Warrant) 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. The Company shall not effect any
         such consolidation, merger or sale, unless prior to or simultaneously
         with 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 or delivered 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. Any such shares of stock, securities or
         assets which the holder hereof may be entitled to purchase pursuant to
         this paragraph (c) shall be included within the term "Common Stock" as
         used herein.

         (d) Upon any adjustment of the number of shares of Common Stock which
         may be purchased upon the exercise of the rights represented hereby
         and/or of the purchase price per share, then and in each such case the
         Company shall give written notice thereof, 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, which notice shall state
         the purchase price per share resulting from such adjustment and the
         increase or decrease, if any, in the number of shares purchasable at
         such price upon the exercise of this Warrant, setting forth in
         reasonable detail the method of calculation and the facts upon which
         such calculation is based.

         (e) In case at any time:

                (i)   the Company shall pay any dividend payable in stock upon 
                its Common Stock or make any distribution (other than regular
                cash dividends paid at an established annual rate) to the
                holders of its Common Stock;

                (ii)  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;

                (iii) there shall be any capital reorganization or
                reclassification of the Common 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

                (iv)  there shall be a voluntary or involuntary dissolution,
                liquidation or winding up of the Company;

         then, in any one or more of such cases, the Company shall give to the
         holders of this warrant:

                (aa)  at least twenty days' prior written notice of the date on
                which the books of the Company shall close or a record shall be
                taken for such dividend, distribution or


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                subscription rights or for determining rights to vote in respect
                of any such reorganization, reclassification, consolidation,
                merger, sale, dissolution, liquidation or winding up; and, in
                the case of any such dividend, distribution or subscription
                rights such notice shall also specify the date on which the
                holders of Common Stock shall be entitled thereto; and

                (bb) in the case of any such reorganization, reclassification,
                consolidation, merger, sale, dissolution, liquidation or winding
                up, at least twenty days' prior written notice of the date when
                the same shall take place, and said notice shall also specify
                the date on which the holders of Common Stock 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; and,

                (cc) each such written notice shall be given 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.

4.       This Warrant shall be transferable only on the books of the Company by
         the holder hereof in person, or by duly authorized attorney on
         surrender of this Warrant properly assigned.

5.       The holder represents that this Warrant is being acquired with no
         present intention of selling or distributing any Common Stock received
         upon the exercise hereof, unless registered under Federal and
         applicable state laws or pursuant to an exemption from such
         registration.

6.       Neither this Warrant, nor the shares of Common Stock issuable
         hereunder, have been registered under the Securities Act of 1933, as
         amended (the "Securities Act"), or the laws of any other jurisdiction,
         and neither this Warrant nor the Warrant shares may be offered, sold,
         transferred, pledged, hypothecated or otherwise disposed of unless so
         registered, or unless an exemption from registration is available
         pursuant to law.

         The sale, assignment or other disposition of this Warrant and the
         shares of Common Stock issuable hereunder are further restricted by
         Rule 144, promulgated by the Securities and Exchange Commission.

         The certificate or certificates representing the Common Stock issued
         upon the exercise of this Warrant will bear and be subject to a legend
         in substantially the following form:

         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER THE
         SECURITIES LAWS OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF
         REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT AND APPLICABLE STATE
         SECURITIES LAWS OR AVAILABLE EXEMPTION FROM SUCH REGISTRATION."

7.       This warrant shall be construed in accordance with the laws of the
         State of Delaware.

8.       This Warrant shall be deemed an original even in the event it shall be
         a carbon copy or shall be mechanically reproduced, so long as it bears
         the original signatures of the designated corporate officers.


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9.       Assuming the conditions of Section 7 above regarding registration or
         exemption have been satisfied, the holder may sell, transfer, assign,
         pledge or otherwise dispose of this Warrant, in whole or in part. The
         holder shall deliver a written notice to the Company, substantially in
         the form of the Assignment attached hereto as Exhibit B, indicating the
         person or persons to whom the Warrant shall be assigned and the
         respective number of warrants to be assigned to each assignee. The
         Company shall effect the assignment within ten (10) days, and shall
         deliver to the assignee(s) designated by the holder a Warrant or
         Warrants of like tenor and terms for the appropriate number of shares.

10.      Any notice or other communication required or permitted to be given
         hereunder shall be in writing and shall be effective (a) upon hand
         delivery or delivery by facsimile at the address or number designated
         below (if delivered on a business day during normal business hours
         where such notice is to be received), or the first business day
         following such delivery (if delivered other than on a business day
         during normal business hours where such notice is to be received) or
         (b) on the second business day following the date of mailing by express
         courier service, fully prepaid, addressed to such address, or upon
         actual receipt of such mailing, whichever shall first occur. The
         addresses for such communications shall be:

        to the Company:         Zila, Inc.
                                5227 North 7th Street
                                Phoenix, AZ 85014-2800
                                Attention:  Mr. Joseph Hines
                                Facsimile No.: 602/234-2264

        to the Investor:        Bartholomew Investment, L.P.
                                Deere Park Capital Management
                                650 Dundee Road, Suite 460
                                Northbrook, IL 60062
                                Attention: Mr. Douglas A. Gerrard
                                Facsimile No.: 847/509-8529


         Either party hereto may from time to time change its address or
         facsimile number for notices under this Section 10 by giving prior
         written notice of such change in the manner provided for giving notice
         as set forth herein.

11.      This Warrant and any term hereof may be changed, waived, discharged or
         terminated only by an instrument in writing signed by the party against
         which enforcement of such change, waiver, discharge or termination is
         sought. The invalidity or unenforceability of any provision hereof
         shall in no way affect the validity or enforceability of any other
         provision.


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12.      The holder shall deliver to the Company, along with the original
         Warrant, the "Form of Warrant Exercise" in order to exercise the
         Warrant, attached hereto as Exhibit A.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
         its duly authorized officers as of the 9th day of May, 1997, the
         original issue date.

                                            ZILA, INC.

                                            ____________________________________
                                            Joseph Hines
                                            President
ATTEST:


___________________________________
Janice L. Backus
Corporate Secretary


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                                    EXHIBIT A
                            FORM OF WARRANT EXERCISE


I/we hereby exercise Zila, Inc. Common Stock Purchase Warrant #_________________

(a)     Number of share of Zila common stock covered in
        Purchase Warrant #___________                         #_________________

(b)     Total Exercise price ($8.6125 per share)              #_________________


_____________________________________________
                ________________________
Signature                                    Social Security No.

_____________________________________________
Name (please print)


                ________________________________________________________________
                __________________
Address

                ________________________________________________________________
                __________________

_____________________________________________
Telephone Number

_____________________________________________
                ________________________
Signature                                    Social Security No.

_____________________________________________
Name (please print)


                ________________________________________________________________
                __________________
Address

                ________________________________________________________________
                __________________

_____________________________________________
Telephone Number

I wish to register my shares of Zila Common stock as follows:


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        a.      (  )  Individual Ownership
        b.      (  )  Husband and Wife as Community Property
        c.      (  )  Joint Tenants w/Right to Survivorship (JTROS)
        d.      (  )  Tenants in Common
        e.      (  )  Other
                ________________________________________________________________

Dated: ________________________________19_______.


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                                    EXHIBIT B

                               FORM OF ASSIGNMENT

               (To be executed by the registered Warrant Holder desiring to
transfer the Warrant)


         FOR VALUED RECEIVED, the undersigned holder of the attached Warrant
hereby sells, assigns and transfers unto the persons below named the right to
purchase ________________ shares of the Common Stock of Zila, Inc. evidenced by
the attached Warrant and does hereby irrevocably constitute and appoints Zila's
Corporate Secretary to transfer the said Warrant on the books of the Company,
with full power of substitution in the premises.

Dated: __________________________ 19 ____


_________________________________________
Signature

Fill in for new Registration of Warrant:

_________________________________________
Name

_________________________________________
Address
_________________________________________


_________________________________________
Please print name and address of assignee
(including zip code number)


NOTICE: The signature to the foregoing Assignment must correspond to the name as
written upon the face of the attached Warrant in every particular, without
alteration or enlargement or any change whatsoever.


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