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                                                                 EXHIBIT 10.9

                              ELECTROPHARMACOLOGY, INC.
                   NON-EMPLOYEE DIRECTORS' EQUITY COMPENSATION PLAN

    Electropharmacology, Inc., a Delaware corporation (the "Company"), hereby
establishes the Electropharmacology, Inc. Non-Employee Directors' Equity
Compensation Plan (the "Plan"), effective as of January 1, 1996.

    1.   DEFINITIONS. Whenever the following terms are used in the Plan they
shall have the meanings specified below unless the context clearly indicates to
the contrary:

         (a)  "Administrator": The Board.

         (b)  "Annual Fee": The dollar value of the annual fees payable to a
              Director as determined pursuant to paragraph 4 hereof.

         (c)  "Board": The Board of Directors of the Company.

         (d)  "Code": The Internal Revenue Code of 1986, as amended.

         (e)  "Common Shares": The Company's Common Stock, par value $.01 per
              share.

         (f)  "Company": Electropharmacology, Inc. or any successor or
              successors thereto.

         (g)  "Director": An individual duly elected or chosen as a member of
              the Board.

         (h)  "Fair Market Value": With respect to a Common Share, (i) the last
              reported closing price for a Common Share on the Nasdaq (or any
              appropriate national securities or over-the-counter market if the
              Common Shares are no longer listed on the Nasdaq) for the
              applicable quarter-end day set forth in paragraph 5 hereof, or if
              there was no sale of Common Shares so reported for such day, on
              the most recently preceding day on which there was such a sale.

         (i)  "Fees": Compensation payable to each Director who attends any of
              the regular or special meetings of the Board in the amounts set
              forth in paragraph 4 hereof.

         (j)  "Plan": The Plan set forth in this instrument, as it may from
              time to time be amended.
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         (k)  "Plan Year": The 12-month period beginning January 1 and ending
              December 31.

         (l)  "Quarterly Fee": An amount equal to one-fourth of the Annual Fee
              for the applicable Plan Year.

         (m)  "Restricted Shares": Common Shares awarded pursuant to paragraph
              4 hereof.

         (n)  "Shares": All Restricted Shares and all Common Shares issued upon
              exercise of options granted pursuant to paragraph 6 hereof.

    2.   PURPOSE. The purpose of the Plan is to provide for payment to
Directors of Fees in Restricted Shares in order to align the interests of such
Directors with the stockholders of the Company and thereby promote the long-term
success and growth of the Company.

    3.   PARTICIPATION. Participation in the Plan shall be automatic. In the
event that a Director first is elected or appointed during the course of a Plan
Year, such Director's participation in the Plan shall be effective only with
regard to, and such Director shall only be entitled to receive, Fees payable
pursuant to paragraphs 4 and 5 hereof commencing with the quarter in which he or
she was elected or appointed to the Board.

    4.   AUTOMATIC GRANTS OF RESTRICTED SHARES. Restricted Shares shall be
automatically issued to each person who is elected or appointed to the Board
during a Plan Year commencing on or after January l, 1996. Except as otherwise
set forth herein, each Director shall receive Restricted Shares with a Fair
Market Value of (i) $6,000 for the 1996 Plan Year and (ii) such dollar amount as
shall be set by the Board by Board resolution with respect to each subsequent
Plan Year (or, in each case, a pro-rata portion thereof based on the number of
quarters in such Plan Year that such person was a Director), in each case
calculated as set forth in paragraph 5 hereof (such dollar amount for a Plan
Year shall be referred to herein as the "Annual Fee"). Each such automatic
issuance of Restricted Shares shall be subject to an agreement in substantially
the form of EXHIBIT A hereto and shall be subject to all of the terms and
conditions set forth therein.

    5.   ISSUANCE OF AUTOMATIC GRANT RESTRICTED SHARES. Except as otherwise
provided in paragraph 3 hereof, as soon as practicable after December 31 of a
Plan Year, the Company shall issue to each Director Fees for such Plan Year in
the form of a number of whole Restricted Shares equal to the sum of (i) the
Quarterly Fee divided by the Fair Market Value on March 29, 1996, (ii) the
Quarterly Fee divided by the Fair Market Value on June 28,1996, (iii) the
Quarterly Fee divided by the Fair Market Value on September 30, 1996 and (iv)
the Quarterly Fee divided by the Fair Market Value on December 31, 1996. To the
extent that the application of the foregoing formula would result in the
issuance of fractional shares for a calendar quarter, no fractional Restricted
Shares shall be issued, but instead the Company shall round up such fraction to
a whole Restricted Share, which shall be added to the number of whole Restricted
Shares issued to such Director for such quarter.

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    6.   ADDITIONAL GRANTS OF RESTRICTED SHARES OR OPTIONS. The Board also may
authorize by Board resolution with respect to any Plan Year the issuance of
additional Common Shares or options to purchase Common Shares, with any such
issuance of Common Shares or any issuance of Common Shares upon exercise of any
such options being subject to an agreement in substantially the form of EXHIBIT
A hereto and subject to all of the terms and conditions set forth therein.

    7.   ADMINISTRATION.  The Plan shall be administered by the Administrator. 
The Administrator shall have such powers as may be necessary to discharge its
duties hereunder. The Administrator may, from time to time, employ agents and
delegate to them such administrative duties as it sees fit, and may from time to
time consult with legal counsel who may be counsel to the Company. No member of
the Administrator shall act in respect of his or her own Restricted Shares or
options.  All decisions and determinations by the Administrator shall be final
and binding on all parties.  All decisions of the Administrator shall be made by
the vote of the majority, including actions in writing taken without a meeting.

    8.   AMENDMENT AND TERMINATION. The Board may alter or amend the Plan from
time to time or may terminate it in its entirety; provided, however, that no
such action shall, without the consent of a Director, affect the rights in any
Restricted Shares issued or options granted or to which such Director is
entitled under the Plan. In the event of any change in the outstanding Common
Shares by reason of (i) any stock dividend, stock split, combination of shares,
recapitalization or any other change in the capital structure of the Company,
(ii) any merger, consolidation, spin-off; split-off; spin-out, split-up,
reorganization, partial or complete liquidation or other distribution of assets,
issuance of rights or warrants to purchase securities, or (iii) any other
corporate transaction or event having an effect similar to any of the foregoing,
the number or kind of Shares that may be issued under the Plan shall
automatically be adjusted so that the proportionate interest of the Directors
shall be maintained as before the occurrence of such event. Such adjustment
shall be conclusive and binding for all purposes with respect to the Plan.
Without limiting the generality of the foregoing, the Board may amend the Plan
to eliminate provisions which are no longer necessary as a result of changes in
tax or securities laws or regulations or in the interpretation thereof.

    9.   SHARES SUBJECT TO PLAN.  The Shares that may be issued under the Plan
may be shares of original issue or treasury shares or a combination of both.

    10.  GENERAL PROVISIONS.

         (a)  NO CONTINUING RIGHT AS DIRECTOR. Neither the adoption or
              operation of the Plan, nor any document describing or referring
              to the Plan, or any part thereof, shall confer upon any Director
              any right to continue as a member of the Board of the Company.

         (b)  RESTRICTIONS ON SHARES AND RIGHTS TO SHARES. Except for any
              restrictions required by law, a Director shall have all rights of
              a stockholder with respect to his or her Shares.  No rights to
              Shares shall be assigned, 

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              pledged, hypothecated or otherwise transferred by a Director or 
              any other person, voluntarily or involuntarily, other than (i) by
              will or the laws of descent and distribution, (ii) pursuant to a 
              domestic relations order meeting the definition of a qualified 
              domestic relations order under the Code, or (iii) as provided in 
              the agreement in the form of EXHIBIT A hereto. No person shall 
              have any right to encumber, pledge or dispose of any other 
              interest herein or right to receive payments hereunder, nor shall
              such interests or payments be subject to seizure, attachment or 
              garnishment for the payments of any debts, judgments, alimony or
              separate maintenance obligations or be transferable by operation
              of law in the event of bankruptcy, insolvency or otherwise, all 
              payments and rights hereunder being expressly declared to be 
              nonassignable and nontransferable.

         (c)  GOVERNING LAW. The provisions of the Plan shall be governed by
              and construed in accordance with the laws of the State of
              Delaware applicable to contracts executed in and to be performed
              within that State.

         (d)  WITHHOLDING TAXES.  To the extent that the Company is required to
              withhold Federal, state or local taxes in connection with any
              component of a Director's Compensation in Shares or options, it
              shall be a condition to the receipt of any Restricted Shares or
              options that the Director make arrangements satisfactory to the
              Company for the payment of the balance of such taxes required to
              be withheld, which arrangement may include relinquishment of the
              Restricted Shares or options. The Company and a Director may also
              make similar arrangements with respect to payment of any other
              taxes derived from or related to the payment of Restricted Shares
              or options with the respect to which withholding is not required.

         (e)  MISCELLANEOUS. Headings are given to the paragraphs of the Plan
              solely as a convenience to facilitate reference.  Such headings,
              numbering and paragraphing shall not in any case be deemed in any
              way material or relevant to the construction of the Plan or any
              provisions thereof The use of the singular shall also include
              within its meaning the plural, and vice versa.


                                            ELECTROPHARMACOLOGY, INC.


                                            By:
                                               ------------------------------ 


                                            Its:
                                               ------------------------------ 

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Exhibit A of Plan

                              ELECTROPHARMACOLOGY, INC.

                Restricted Share Agreement for Non-Employee Directors
                                           

______________________, Grantee:

    Electropharmacology, Inc. ("Company"), pursuant to its Non-Employee
Directors' Equity Compensation Plan ("Plan"), has this day awarded to you, the
above named grantee, a total of _______ shares of Common Stock, par value $.01
per share, of the Company subject to the following terms, conditions,
limitations and restrictions ("Restricted Shares"):

    1.   RESTRICTED SHARES. The Restricted Shares subject to this award shall
be fully paid and nonassessable and shall be represented by a certificate or
certificates registered in your name and endorsed with a legend referring to the
restrictions hereinafter set forth substantially in the form attached as Annex
1. You shall have all the rights of a stockholder with respect to such shares,
including the right to vote the shares and receive all dividends paid thereon,
provided that such shares, and any additional shares that you may become
entitled to receive by virtue of a stock dividend thereon, stock split or
combination of shares with respect thereto, or a recapitalization, or a merger,
consolidation or reorganization in which the Company is the surviving
corporation or any other change in the capital structure of the Company
affecting such Restricted Shares, shall be subject to the same restrictions as
the Restricted Shares.

    2.   NO TRANSFER OF RESTRICTED SHARES. The Restricted Shares subject to
this award may not be assigned, exchanged, pledged, sold, transferred or
otherwise disposed of by you (collectively, "Transferred"), except pursuant to
the terms of the Plan and this Agreement.  Any purported transfer in violation
of the provisions of this paragraph shall be null and void, and the purported
transferee shall obtain no rights with respect to such Restricted Shares.

    3.   REGISTRATION RIGHTS. In the event the Company shall elect at any time
after the date hereof to register under the Securities Act of 1933, as amended
(the "Securities Act"), any of its capital stock for sale by itself or with
other stockholders solely for cash on a form that would also permit the
registration of the Restricted Shares (except a registration covering any
employee benefit plan), the Company on each such occasion shall promptly mail
written notice thereof to the Grantee. Upon written request signed by the
Grantee and delivered to the Company within 20 days after the giving of such
notice by the Company, the Company will use all reasonably practical efforts to
cause to be registered under the Securities Act all the Restricted Shares
specified in such request to be included in a proposed Registration Statement
(if the registration form the Company intends to use so permits); provided that
the Company shall not be required to include the Restricted Shares on more than
one such occasion.

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    4.   CONDITIONS TO COMPANY REGISTRATION. In the case of a registration by
the Company:

         (a)  the Grantee shall, if the Company intends to have an underwritten
offering, utilize the services of the Company's underwriter(s) or other
underwriters satisfactory to the Company and its underwriter(s), and the Grantee
agrees to enter into a customary firm commitment underwriting agreement
reasonably satisfactory to such underwriters and the Grantee; and

         (b)  the Company shall have the right (i) not to include in such
Registration Statement the offering of all or any portion of the Restricted
Shares if, in the reasonable opinion of the Company and the Company's managing
underwriter(s), such action is necessary to avoid an adverse effect on the
marketing of the securities to be sold by the Company pursuant to the proposed
offering or (ii) to withdraw such Registration Statement for any reason.

    5.   OBLIGATION TO FURNISH INFORMATION.  It shall be a condition precedent
to the Company's obligations pursuant to this Agreement that, in connection with
the Grantee's participation in any registration pursuant to this Agreement, the
Grantee shall cooperate with the Company to effect such registration and to
maintain the effectiveness thereof, shall accurately furnish any information
reasonably requested by the Company concerning the Grantee and the proposed
distribution by the Grantee, shall enter into appropriate and reasonable
underwriting agreements with the managing underwriter(s) selected as herein
provided and shall comply with all applicable requirements under the Securities
Act, the Securities Exchange Act of 1934, as amended, and any other applicable
federal or state laws, including without limitation furnishing the Company such
information regarding the Grantee as shall be required in connection with the
action to be taken by the Company pursuant to this Agreement.

    6.   EXPENSES OF REGISTRATION.

         (a)  Except as hereinafter provided, the Company shall pay all costs
and expenses of registration of the Restricted Shares under the Securities Act
pursuant to paragraph 4 hereof, including printing, the filing fee and the fees
and disbursements of counsel and independent public accountants of the Company
for any work done in connection with the preparation of the Registration
Statement.

         (b)  Notwithstanding the foregoing, (i) the Company shall not be
liable for and shall not pay underwriting discounts and selling commissions or
any expenses, fees or disbursements of counsel for or of any advisor to Grantee,
or fees or expenses incident to preparation of information by the Grantee, which
expenses shall be borne exclusively by the Grantee and (ii) the Grantee shall
bear any additional incremental registration costs and expenses of the type set
forth in paragraph 7(a) (including without limitation underwriters' discounts
and commissions), and any additional incremental costs and disbursements of
counsel for the Company that result from the inclusion of the Restricted Shares
in such registration).

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    7.   REGISTRATION PROCEDURES.  If and whenever the Company is required by
the provisions of paragraph 4 hereof to use all reasonably practical efforts to
effect the registration of any Restricted Shares under the Securities Act, the
Company will, as expeditiously as possible:

         (a)  prepare and file with the Commission a registration statement on
such form as the Company selects with respect to such securities and use all
reasonably practical efforts to cause such Registration Statement to become and
remain effective for the lesser of (i) 120 days after the effective date or (ii)
the period required to complete the distribution of such Restricted Shares
pursuant to such Registration Statement;

         (b)  prepare and file with the Commission such amendments and
supplements to such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective for
the period specified in paragraph (a) above and as comply with the provisions of
the Securities Act with respect to the disposition of all Restricted Shares
covered by such Registration Statement in accordance with Grantee's intended
method of disposition set forth in such Registration Statement for such period;

         (c)  furnish to Grantee and to each underwriter such number of copies
of the Registration Statement and the prospectus included therein (including
each preliminary prospectus) in conformity with the Securities Act as such
persons may reasonably request in order to facilitate the public sale or other
disposition of the Restricted Shares covered by such Registration Statement; and

         (d)  use all reasonably practical efforts to register or qualify the
Restricted Shares covered by such Registration Statement under the securities or
blue sky laws of such jurisdictions as the managing underwriter(s) shall
reasonably request; provided, however, that the Company shall not for any such
purpose be required to qualify generally to transact business as a foreign
corporation in any jurisdiction where it is not so qualified or to consent to
general service of process in any such jurisdiction and further provided that
(anything in this Agreement to the contrary notwithstanding with respect to the
bearing of expenses) if any jurisdiction in which the Restricted Shares shall be
qualified shall require that expenses incurred in connection with the
qualification of the Restricted Shares in that jurisdiction be borne by the
Grantee, then such expenses shall be payable by the Grantee, to the extent
required by such jurisdiction.

    8.   POSTPONEMENT OF REGISTRATION.  If after any Registration Statement
including Restricted Shares shall have become effective there shall exist in the
opinion of the Company's management material non-public information about the
Company which has not been released and which, in the opinion of the Company's
management, would not be advisable to release, then upon receipt of notice from
the Company, Grantee shall not offer or sell or permit to be offered or sold any
such Restricted Shares for such time as the Company believes, as stated in such
notice, that such condition shall continue, provided that any postponement made
under this paragraph 9 shall not exceed 90 days in length. Any time during which
the Grantee shall not be permitted to offer or sell Restricted Shares pursuant
to this paragraph 9 shall not count against the time that the Company is
required to keep the Registration Statement effective pursuant to paragraph 8
hereof.

<PAGE>

    9.   AWARD COVERED BY PLAN. This award of Restricted Shares is made
pursuant to the Plan, a copy of which is attached hereto. This award is subject
to all of the terms and provisions of the Plan, which are incorporated herein by
reference.  Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Plan.

         Dated this_______ day of_____________,________


                                            ELECTROPHARMACOLOGY, INC.


                                            By: 
                                               ------------------------------- 

                                            Name: 
                                                 ----------------------------- 

                                            Title: 
                                                  ---------------------------- 

Accepted and agreed to:


----------------------------------- 
Grantee                             
                                    
Dated:                              
      -----------------------------