EXHIBIT 24-C



                            SPECIAL POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, constitutes and
appoints DOUGLAS D. BURKETT, PH.D and BRADLEY C. ANDERSON, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign the
Annual Report on Form 10-K for the fiscal year ended July 31, 2002, for filing
with the Securities and Exchange Commission by Zila, Inc., a Delaware
corporation, together with any and all amendments to such Form 10-K, and to file
the same with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting to such attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully and
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that such attorney-in-fact and agent, may lawfully do or
cause to be done by virtue hereof.

         IN WITNESS WHEREOF, this Special Power of Attorney has been executed as
of November 13, 2002.


                                        /s/ H. RICHARD GRISHAM
                                        -----------------------------
                                            H. RICHARD GRISHAM