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                                                                 EXHIBIT 10-A(1)

                                   ZILA, INC.
                             STOCK OPTION AWARD PLAN
                      (as amended through October 25, 1995)

         1.       DEFINITIONS.

         The following definitions shall be applicable throughout the Plan:

                  (a) "Board" means the Board of Directors of the Company.

                  (b) "Certificate of Incorporation" means the Company's
         Certificate of Incorporation, as amended or restated from time to time.

                  (c) "Code" means the Internal Revenue Code of 1986, as amended
         from time to time. Reference in the Plan to any Section of the Code
         shall be deemed to include any amendments or successor provisions to
         such Section and any rules or regulations under such Section.

                  (d) "Committee" means the committee of the Board referred to
         in Section 4.

                  (e) "Company" means Zila, Inc., a Delaware corporation.

                  (f) "Date of Grant" means the date on which the granting of an
         Option is authorized by the Board or such later date as may be
         specified by the Board in such authorization.

                  (g) "Eligible Employee" means any person regularly employed by
         the Company or a Subsidiary on a full-time salaried basis who satisfies
         all of the requirements of Section 6.

                  (h) "Non-Employee Director" means any person who is not an
         Eligible Employee who serves as a Director of the Company.

                  (i) "Exchange Act" means the Securities Exchange Act of 1934,
         as amended from time to time, and the rules and regulations promulgated
         thereunder.

                  (j) "Fair Market Value" shall mean, with respect to the date a
         given Option is granted or exercised, the value determined by the Board
         in good faith using a generally accepted valuation method and, in the
         case of Incentive Stock Options, determined in accordance with
         applicable Treasury regulations; provided, however, that where there is
         a public market for the Stock, the Fair Market Value per Share shall be
         the mean of the final bid and asked prices of the Stock on the date of
         grant, as reported in the Wall Street Journal (or, if not so reported,
         as otherwise reported by the National Association of Securities Dealers
         Automated Quotation System) or, in the event the Stock is listed on a
         stock exchange, the Fair Market Value per Share shall be the closing
         price on such exchange on the date of grant of the Option, as reported
         in the Wall Street Journal.

                  (k) "Holder" means an employee of the Company or a Subsidiary
         who has been granted an Option.

                  (l) "Incentive Stock Option" means an Option within the
         meaning of Section 422A of the Code.

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                  (m) "Nonqualified Options" means an Option which is not an
         Incentive Stock

         Option

                  (n) "Normal Termination" means termination at retirement
         pursuant to the Company or Subsidiary retirement plan then in effect.

                  (o) "Option" means an award granted under Section 7 of the
         Plan and includes both Nonqualified Options and Incentive Stock Options
         to purchase Stock.

                  (p) "Plan" means the Zila, Inc. Stock Option Award Plan.

                  (q) "Securities Act" means the Securities Act of 1933, as
         amended from time to time, and the rules and regulations promulgated
         thereunder.

                  (r) "Share" means a share of Stock.

                  (s) "Stock" means common stock of the Company as described in
         the Certificate of Incorporation.

                  (t) "Subsidiary" means any corporation of which a majority of
         the outstanding voting stock or voting power is beneficially owned
         directly or indirectly by the Company.

                  (u) "Termination" means separation from employment with the
         Company or any of its Subsidiaries for any reason except due to death.

                  (v) "Treasury" means the Department of the Treasury of the
         United States of America.

                  (w) "Zila" means Zila Pharmaceuticals, Inc., a Nevada
         corporation.

         2.       PURPOSE.

         The purpose of the Plan is to provide a means through which the Company
and its Subsidiaries may attract able persons to enter the employ of the Company
or its Subsidiaries and to provide a means whereby employees upon whom the
responsibilities of the successful administration and management of the Company
and its Subsidiaries rest, and whose present and potential contributions to the
welfare of the Company and its Subsidiaries are of importance, can acquire and
maintain stock ownership, thereby strengthening their commitment to the welfare
of the Company and its Subsidiaries and their desire to remain in its employ. A
further purpose of the Plan is to provide such employees with additional
incentive and reward opportunities designed to enhance the profitable growth of
the Company. So that the appropriate incentive can be provided, the Plan
provides for granting Nonqualified Options and Incentive Stock Options, or any
combination of the foregoing.

         3.       EFFECTIVE DATE, DURATION, SCOPE AND STOCKHOLDER APPROVAL.

         The Plan is effective as of September 1, 1988, the effective time of
the merger pursuant to which stockholders of Zila became stockholders of the
Company. Options may be granted as provided herein for a period of ten years
after such date. The Plan shall continue in effect until all matters relating to
the payment of Options and administration of the Plan have been settled.

         The Plan shall govern options to purchase a total of 372,501 shares of
Zila common stock granted to certain employees and directors of Zila pursuant to
Zila's Non-Qualified Stock Option Plan, options to purchase a total of 954,999
shares of Zila common stock granted to certain employees of Zila pursuant to
Zila's Incentive

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Stock Option Plan, options to purchase an additional 765,000 shares of Zila
common stock granted to certain officers of Zila and options to purchase an
additional 225,000 shares of Zila common stock granted to Zila's directors
(collectively, the "Zila Options"). However, to the extent of any inconsistency
between the terms of any of the Zila Options and the terms of the Plan, the
former shall govern.

         4.       ADMINISTRATION.

         The Plan shall be administered by the Board; provided, however, that
the Board may appoint a committee (the "Committee") to administer the Plan at
any time and from time to time; provided further, that, to the extent reasonable
and practicable, the Plan shall be consistent with the provisions of Rule 16b-3
of the Exchange Act, including the disinterested administration requirements, to
the extent necessary to ensure that those certain transactions pursuant to the
Plan enumerated in such Rule shall be exempt from the operation of Section 16(b)
of the Exchange Act. Any reference herein to the Board shall, where appropriate,
encompass a Committee appointed to administer the Plan in accordance with this
Section 4.

         The Board shall from time to time in its discretion determine which of
the Eligible Employees are to be granted Options and the form, amount and timing
of such Options and, unless otherwise provided herein, the terms and provisions
thereof and the form of payment of an Option, if applicable, and such other
matters specifically delegated to It under this Plan. Subject to the express
provisions of the Plan, the Board shall have authority to interpret the Plan and
Options granted hereunder, to prescribe, amend and rescind rules and regulations
relating to the Plan, and to make all other determinations necessary or
advisable in administering the Plan, all of which determinations shall be final
and binding upon all persons. A quorum of the Board shall consist of a majority
of its members and the Board may act by vote of a majority of its members at a
meeting at which a quorum is present, or without a meeting by a written consent
to the action taken signed by all members of the Board. No member of the Board
shall be liable for any action, interpretation or construction made in good
faith with respect to the Plan or any Option granted hereunder.

         5.       OPTIONS, SHARES SUBJECT TO THE PLAN.

         The Board may, from time to time, grant Options to one or more
employees determined by it to be eligible for participation in the Plan, in
accordance with the provisions of Section 6; provided, however, that:

                  (a) Subject to Section 9, the aggregate number of Shares made
         subject to Options under this Plan may not exceed 5,000,000.

                  (b) Such Shares shall be deemed to have been used in the
         exercise of Options whether actually delivered or whether the Fair
         Market Value equivalent of such Share is paid in cash. To the extent
         that an Option lapses or the rights of its Holder terminate, such
         Shares subject to such Option shall again be available for the grant of
         an Option.

                  (c) Stock delivered by the Company in settlement under the
         Plan may be authorized and unissued Stock or Stock held in the treasury
         of the Company.

         6.       ELIGIBILITY.

         Officers and other employees of the Company and its Subsidiaries who,
in the opinion of the Board, are responsible for the continued growth and
development and financial success of the business of the Company or for more of
its Subsidiaries shall be eligible to be granted Options under the Plan. Subject
to the provisions of the Plan, the Board shall from time to time select from
such eligible persons those to whom Options shall be granted and determine the
number of Shares to be granted. Non-Employee Directors shall not be eligible to
receive Options under the Plan.

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         7.       STOCK OPTIONS.

         One or more Options can be granted to any Eligible Employee. Each
Option so granted shall be subject to the following conditions:

                  (a) Option Price. The Option price per Share shall be set by
         the Board but shall in no instance be less than the Fair Market Value
         (110% of the Fair Market Value in the case of a grant of Incentive
         Stock Options to Eligible Employees owning 10% or more of the combined
         voting power of all classes of stock of the Company) at the Date of
         Grant in the case of an Incentive Stock Option. The Option price per
         Share for Shares to be issued pursuant to exercise of a Nonqualified
         Option shall be determined by the Board.

                  (b) Form of Payment. At the time of the exercise of the
         Option, the Option price (plus the applicable withholding tax) shall be
         payable in (i) cash, (ii) Shares having a Fair Market Value at the time
         the Option is exercised equal to the Option price (plus the applicable
         withholding tax) with the prior approval of the Company, (iii) a manner
         acceptable to the Company, or (iv) any combination of the foregoing.

                  (c) Other Terms and Conditions. If the Holder has not died or
         terminated employment, the Option shall become exercisable in such
         manner and within such period or periods, not to exceed ten years (in
         the case of Incentive Stock Options, not to exceed five years for
         Eligible Employees owning 10% or more of the combined voting power of
         all classes of stock of the Company) from its Date of Grant as shall be
         set forth in the Stock Option Agreement relating to such grant. An
         Option may be exercised as to such number of Shares and at such times
         as set forth in the Stock Option Agreement; provided, however, no
         Option shall be exercised for less than the lesser of 100 Shares or the
         full number of Shares for which the Option is then exercisable. An
         Option shall lapse under the following circumstances:

                      (i)   Ten years after it is granted, twelve months after 
         Normal Termination (in the case of an Incentive Stock Option held
         by a retiree, three months after such Normal Termination), three months
         after any other Termination, or any earlier time set by the grant.

                      (ii)  If the Holder dies within the Option period, the
         Option shall lapse unless it is exercised within the Option period and
         in no event later than twelve months after the date of his death by the
         Holder's legal representative or representatives or by the person or
         persons entitled to do so under the Holder's last will and testament
         or, if the Holder shall fail to make testamentary disposition of such
         Option or shall die intestate, by the person or persons entitled to
         receive said Option under the applicable laws of descent and
         distribution.

                      (iii) Notwithstanding the foregoing, in no event
         shall the period of exercise be less than thirty days after Normal
         Termination or the death of the Holder; provided, however, in no event
         shall an Incentive Stock Option be exercised more than ten years after
         the Date of Grant.

                  (d) Stock Option Agreement. Each Option granted under the Plan
         shall be evidenced by a "Stock Option Agreement" between the Company
         and the Holder of the Option containing provisions determined by the
         Board. The provisions shall be subject to the following terms and
         conditions:

                      (i)   Any Option or portion thereof that is exercisable
         shall be exercisable as to such number of Shares and at such times as
         set forth in the Stock Option Agreement, except as limited by the terms
         of the Plan heretofore.

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                      (ii)  Every Share purchased through the exercise of an
         Option shall be paid for in full at the time of the exercise. Each
         Option shall cease to be exercisable, as to any Share, when the Holder
         purchases the Share, or when the Option lapses.

                      (iii) Options shall not be transferable by the Holder
         except by will or the laws of descent and distribution and shall be
         exercisable during the Holder's lifetime only by the Holder.

                      (iv)  An unexpired Option shall become immediately
         exercisable (1) automatically on the Holder's normal retirement date as
         defined under the Company's retirement plan, (2) at the discretion of
         the Board, in whole or in part, on the date the Holder becomes eligible
         to receive early retirement benefits, as defined under the retirement
         plan of the Company, and (3) under such other circumstances as the
         Board may direct.

                  (e) Individual Dollar Limitations. In the case of an Incentive
         Stock Option, the aggregate Fair Market Value (determined as of the
         time such Option is granted) of the Stock with respect to which the
         Incentive Stock Option is exercisable for the first time by an
         individual during any calendar year (under all such plans of the
         Company or Subsidiaries) shall not exceed $100,000.

                  (f) Restriction on Stock Subject to Option. The Board may
         require in connection with the grant of an Option that the Holder
         remain in the employ of the Company or a Subsidiary for at least one
         year following the exercise. The terms of such restriction shall be set
         forth in the Stock Option Agreement.

         8.       GENERAL.

                  (a) Government and Other Regulations. Shares shall not be
         issued pursuant to the exercise of the Option unless the exercise of
         such Option and the issuance and delivery of such Shares pursuant
         thereto shall comply with all relevant provisions of law, including,
         without limitation, the Securities Act, the Exchange Act, and the
         requirements of any stock exchange upon which the Shares may then be
         listed, and shall be further subject to the approval of counsel for the
         Company with respect to such compliance. Inability of the Company to
         obtain authority from any regulatory body having jurisdiction, which
         authority is deemed by the Company's counsel to be necessary to the
         lawful issuance and sale of any Shares hereunder, shall relieve the
         Company of any liability in respect of the failure to issue or sell
         such Shares as to which such requisite authority shall not have been
         obtained.

                  As a condition to the exercise of an Option, the Company may
         require the person exercising such Option to represent and warrant at
         the time of any such exercise that the Shares are being purchased only
         for investment and without any present intention to sell or distribute
         such Shares if, in the opinion of counsel for the Company, such a
         representation is required by law.

                  (b) Reservation of Shares. The Company, during the term of
         this Plan, will at all times reserve and keep available such number of
         Shares as shall be sufficient to satisfy the requirements of the Plan.
         The inability of the Company to obtain authority from any regulatory
         body having jurisdiction, which authority is deemed by the Company's
         counsel to be necessary to the lawful issuance and sale of any Shares
         hereunder, shall relieve the Company of any liability in respect of the
         failure to issue or sell such Shares as to which such requisite
         authority shall not have been obtained.

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                  (c) Tax Withholding. The employee or other person receiving
         Stock upon exercise of an Option may be required to pay to the Company
         or to a Subsidiary, as appropriate, the amount of any such taxes which
         the Company or Subsidiary is required to withhold with respect to such
         Stock. In connection with such obligation to withhold tax, the Company
         may defer making delivery of such Stock unless and until indemnified on
         such withholding liability to its satisfaction.

                  (d) Claim to Options and Employment Rights. No employee or
         other person shall have any claim or right to be granted an Option
         under the Plan. Neither this Plan nor any action taken hereunder shall
         be construed as giving any employee any right to be retained in the
         employ of the Company or a Subsidiary.

                  (e) Beneficiaries. Any payment of Options due under this Plan
         to a deceased participant shall be paid to the beneficiary designated
         by the participant and filed with the Board. If no such beneficiary has
         been designated or survives the participant, payment shall be made to
         the participant's legal representative. A beneficiary designation may
         be aged or revoked by a participant at any time provided the change or
         revocation is filed with the Board. The designation by a married
         participant of one or more persons other than the participant's spouse
         must be consented to by the spouse.

                  (f) Nontransferability. A person's rights and interests udder
         the Plan, including amounts payable, may not be assigned, pledged, or
         transferred except, in the event of an employee's death, to a
         designated beneficiary as provided In the Plan, or in the absence of
         such designation, by will or the laws of descent and distribution.

                  (g) Indemnification. Each person who is or shall have been a
         member of the Board shall be indemnified and held harmless by the
         Company against and from any loss, cost, liability, or expense that may
         be Imposed upon or reasonably incurred by him In connection with or
         resulting from any claim, action, suit, or proceeding to which he may
         be a party or in which he may be involved by reason of any action or
         failure to act under the Plan and against and from any and all amounts
         paid by him in satisfaction of judgment in such action, suit, or
         proceeding against him. He shall give the Company an opportunity, at
         its own expense, to handle and defend the same before he undertakes to
         handle and defend it on his own behalf. The foregoing right of
         indemnification shall not be exclusive of any other rights of
         indemnification to which such persons may be entitled under the
         Company's Bylaws or Certificate of Incorporation, as a matter of law,
         or otherwise, or any power that the Company may have to indemnify them
         or hold them harmless.

                  (h) Reliance on Reports. Each member of the Board shall be
         fully justified in relying or acting in good faith upon any report made
         by the independent public accountants of the Company and its
         Subsidiaries and upon any other information furnished in connection
         with the Plan by any person or persons other than himself. In no event
         shall any person who is or shall have been a member of the Board be
         liable for any determination made or other action taken, including the
         furnishing of information, or failure to act, if in good faith.

                  (i) Relationship to Other Benefits. No payment under the Plan
         shall be taken into account in determining any benefits under any
         pension, retirement, savings, profit sharing, group insurance, welfare
         or other benefit plan of the Company or any Subsidiary.

                  (j) Expenses. The expenses of administering the Plan shall be
         borne by the Company and its Subsidiaries.

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                  (k) Pronouns. Masculine pronouns and other words of masculine
         gender shall refer to both men and women.

                  (l) Titles and Headings. The titles and headings of the
         Sections in the Plan are for convenience of reference only, and in the
         event of any conflict, the text of the Plan, rather than such titles or
         headings, shall control.

                  (m) Fractional Shares. No fractional Shares shall be issued
         and the Board shall determine whether cash shall be given in lieu of
         fractional Shares or whether such fractional Shares shall be eliminated
         by rounding up or rounding down unless otherwise provided in the Plan.

                  (n) Construction of Plan. The place of administration of the
         Plan shall be in the State of Arizona, and the validity, construction,
         interpretation, administration and effect of the Plan and of its rules
         and regulations, and rights relating to the Plan, shall be determined
         in accordance with the laws of the State of Arizona.

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         9.       CHANGES IN CAPITAL STRUCTURE.

                  (a) If the outstanding Stock of the Company shall at any time
         be changed or exchanged by declaration of a stock dividend, split-up,
         combination of Shares, recapitalization, merger, consolidation, or
         other corporate reorganization in which the Company is the surviving
         corporation, the number and kind of Shares subject to the Plan or
         subject to any Options theretofore granted, and the Option prices,
         shall be appropriately and equitably adjusted so as to maintain the
         proportionate number of Shares without changing the aggregate Option
         price and the Board may make any other adjustments as the Board deems
         appropriate for purposes of the Plan. The determination of the Board as
         to the terms of any adjustment shall be conclusive except to the extent
         governed by Treasury regulations applicable to Incentive Stock Options.

                  (b) In the event of a liquidation or dissolution of the
         Company, sale of all or substantially all of its assets, or a merger,
         consolidation or other corporate reorganization in which the Company is
         not the surviving corporation, or any merger or other reorganization in
         which the Company is the surviving corporation but the holders of its
         Stock receive securities of another corporation, or in the event a
         person makes a tender offer to the stockholders of the Company, the
         Board may, but need not, accelerate the time at which unexercised
         Options may be exercised. Nothing herein contained shall prevent the
         substitution of a new Option by the surviving or acquiring corporation.

         10.      AMENDMENTS AND TERMINATION.

         The Board may at any time or from time to time (i) amend, terminate or
suspend the Plan and, if suspended, reinstate the Plan in whole or in part, or
(ii) with the express written consent of an individual participant, cancel,
reduce or otherwise alter such participant's outstanding Options under the Plan;
provided, however, that any such amendment, termination, suspension,
cancellation, reduction or alteration shall be further approved by the
shareholders of the Company if such approval is required to preserve or comply
with any exemption, whether under Rule 16b-3 or otherwise, from Section 16(b) of
the Exchange Act or to preserve the status of Incentive Stock Options within the
meaning of Section 422A of the Code.

         As approved by the Board of Directors as of October 25, 1995.



/s/ Joseph Hines
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JOSEPH HINES
Chairman



/s/ Janice Backus
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JANICE BACKUS
Secretary

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