EXHIBIT 10.1 FIFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER

EXHIBIT 10.1

FIFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER

     This FIFTH AMENDMENT, dated as of September 25, 2006 (this “ Amendment ”), to the Credit Agreement referred to below is by and among (a) ZILA, INC., a Delaware corporation, ZILA NUTRACEUTICALS, INC. (formerly known as Oxycal Laboratories Incorporated), an Arizona corporation, ZILA TECHNICAL, INC., an Arizona corporation, ZILA BIOTECHNOLOGY, INC., an Arizona corporation, ZILA PHARMACEUTICALS, INC., a Nevada corporation, and ZILA SWAB TECHNOLOGIES, INC., an Arizona corporation (collectively, the “ Borrowers ”), (b) BLACK DIAMOND COMMERCIAL FINANCE, L.L.C., a Delaware corporation, as administrative agent for Lenders (the “ Administrative Agent ”), and (c) the Required Lenders party to the Credit Agreement from time to time.

W I T N E S S E T H

     WHEREAS, the Borrowers, the Lenders and the Administrative Agent are parties to that certain Credit Agreement, dated as of March 24, 2006 (including all annexes, exhibits and schedules thereto, and as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”); and

     WHEREAS, the Borrowers request that the Agent and Required Lenders amend certain terms under the Credit Agreement and waive compliance with certain covenants; and

     WHEREAS, the Administrative Agent and Required Lenders have agreed to the requested waiver and amendments to the Credit Agreement, in the manner, and on the terms and conditions, provided for herein.

     NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.  Definitions . Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

     2.  Amendments to Section 1 of the Credit Agreement . Section 1.1 of the Credit Agreement, Definitions , is hereby amended by adding the following definitions in the appropriate alphabetical order:

          “ Fifth Amendment ”: that certain Fifth Amendment to Credit Agreement and Waiver dated as of September 25 2006, by and among Borrowers, Administrative Agent and Required Lenders.

          “ Fifth Amendment Effective Date ”: the date on which all conditions precedent to the Fifth Amendment have been satisfied or waived by the Administrative Agent and Required Lenders.

     3.  Amendment to Section 7 Affirmative Covenants of the Credit Agreement . Section 7 of the Credit Agreement is hereby amended by deleting Section 7.1(d)(i) and replacing it with the following Section 7.1(d)(i) :

     “(d) Financial Reporting:

     (i) no later than October 16, 2006, the unaudited consolidated and consolidating balance sheets of Holdings and its subsidiaries and the related unaudited consolidated and consolidating statements of income and the related unaudited consolidated statements of cash flows for the month ending September 30, 2006 and the portion of the fiscal year through such date, setting forth, in each case in comparative form to the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments) and all documents and other certifications required pursuant to Section 7.2(b) of the Credit Agreement;”

     4.  Amendment to Section 8 Negative Covenants of the Credit Agreement . Section 8 of the Credit Agreement is hereby amended by deleting Section 8.1(b)(iii) and replacing it with the following Section 8.1(b)(iii) :

“(iii) Minimum Unrestricted Cash . The Borrowers shall have, at the end of each week set forth below, unrestricted book balances of cash and Cash Equivalents for such week ended in an amount not less than the amount set forth below opposite such week:

     5.  Limited Waiver . Subject to the fulfillment of the conditions precedent to the effectiveness of this Amendment set forth below, the Administrative Agent and the Required Lenders hereby waive Borrowers’ compliance with the Financial Covenants set forth in Section 8.1(a)(i) (Minimum LTM EBITDA with respect to the Nutraceuticals Business) and Section 8.1(b)(i) (Minimum LTM EBITDA with respect to Borrowers) of the Credit Agreement for the fiscal month ended August 31, 2006.

     6.  Representations and Warranties . To induce the Administrative Agent and Lenders to enter into this Amendment, the Borrowers executing this Amendment jointly and severally represent and warrant that:

     (a) Each Borrower has taken all necessary organizational action to authorize the executi