<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>3
<FILENAME>c60732ex10-9.txt
<DESCRIPTION>1993 RESTRICTED STOCK PLAN
<TEXT>

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                                                                    EXHIBIT 10.9

                      SHEFFIELD MEDICAL TECHNOLOGIES, INC.

                           1993 RESTRICTED STOCK PLAN

1.       Purposes of the Plan. The purposes of this Restricted Stock Plan are to
         attract and retain the best available personnel for positions of
         responsibility within the Company, to provide additional incentive to
         employees and others who provide services to the Company, and to
         promote the success of the Company's business through the grant of
         restricted shares of the Company's Common Stock.

2.       Definitions. As used herein, the following definitions shall apply:

         (a)      "Award" shall mean a grant of one or more shares of Restricted
                  Stock.

         (b)      "Board" shall mean the Board of Directors of the Company or,
                  when appropriate, the Committee administering the Plan, if one
                  has been appointed.

         (c)      "Code" shall mean the Internal Revenue Code of 1986, as
                  amended, and the rules and regulations promulgated thereunder.

         (d)      "Common Stock" shall mean the common stock of the Company
                  described in the Company's Certificate of Incorporation, as
                  amended.

         (e)      "Company" shall mean SHEFFIELD MEDICAL TECHNOLOGIES INC., a
                  Wyoming corporation, and shall include any parent or
                  subsidiary corporation of the Company as defined in Sections
                  425(e) and (f), respectively, of the Code.

         (f)      "Committee" shall mean the Committee appointed by the Board in
                  accordance with paragraph (a) of Section 4 of the Plan, if one
                  is appointed.

         (g)      "Employee" shall mean any person, including salaried officers
                  and directors, employed by the Company.

         (h)      "Exchange Act" shall mean the Securities and Exchange Act of
                  1934, as amended.

         (i)      "Fair Market Value" shall mean, with respect to the date a
                  given Award is granted, the value of the Common Stock
                  determined by the Board in such manner as it may deem
                  equitable for Plan purposes; provided. however. that where
                  there is a public market for the Common Stock, the Fair Market
                  Value per Share shall be the mean of the bid and asked prices
                  of the Common Stock on the date of grant, as reported in the
                  Wall Street Journal (or, if not so reported, as otherwise
                  reported in the National Association of Securities Dealers
                  Automated Quotation System) or, in the event the Common Stock
                  is listed on the New York Stock Exchange, the American Stock
                  Exchange, the NASDAQ/National Market System, or the NASDAQ
                  Stock Market, the Fair Market Value per Share shall be the
                  closing price on such exchange on the date of grant of the
                  Award, as reported in the Wall Street Journal.

         (j)      "Grantee" shall mean an employee or other individual who
                  provides services to the Company who has been granted one or
                  more shares of Restricted Stock.

         (k)      "Parent" shall mean a "parent corporation, whether now or
                  hereafter existing, as defined in Section 425(e) of the Code.

         (l)      "Plan" shall mean this 1993 Restricted Stock Plan.

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         (m)      "Restricted Stock" shall mean Common Stock, issued and
                  outstanding, restricted as to transfer and subject to a
                  substantial risk of forfeiture.

         (n)      "Share" shall mean a share of the Common Stock, as adjusted in
                  accordance with Section 8 of the Plan.


         (o)      "Stock Purchase Agreement" shall mean the written agreement
                  between the Company and the Grantee relating to the grant of
                  an Award.

         (p)      "Subsidiary" shall mean a "subsidiary corporation," whether
                  now or hereafter existing, as defined in Section 425(f) of the
                  Code.

         (q)      "Tax Date" shall mean the date a Grantee is required to pay
                  the Company an amount with respect to tax withholding
                  obligations in connection with an Award.

3.     Common Stock Subject to the Plan. Subject to the provisions of Section 8
       of the Plan, the maximum aggregate number of shares which may be granted
       under the Plan is one hundred fifty thousand (150,000) Shares of Common
       Stock. The Shares may be authorized, but unissued, or previously issued
       Shares acquired by the Company and held in treasury. If Restricted Stock
       is forfeited, the forfeited Shares shall, unless the Plan shall have been
       terminated, be available for future grants under the Plan.

4.       Administration of the Plan.

         (a)      Procedure.


                  (i)      The Plan shall be administered by the Board in
                           accordance with Rule 16b-3 under the Exchange Act
                           ("Rule 16b-3"); provided, however, that the Board may
                           appoint a Committee to administer the Plan at any
                           time or from time to time, and, provided further,
                           that if the Board is not "disinterested" within the
                           meaning of Rule 16b-3, the Plan shall be administered
                           by a Committee in accordance with Rule 16b-3.

                  (ii)     Once appointed, the Committee shall continue to serve
                           until otherwise directed by the Board. From time to
                           time the Board may increase the size of the Committee
                           and appoint additional members thereof, remove
                           members (with or without cause), appoint new members
                           in substitution therefor, and fill vacancies however
                           caused: provided, however, that at no time may any
                           person serve on the Committee if that person's
                           membership would cause the Committee not to satisfy
                           the "disinterested administration" requirements of
                           Rule 16b-3.

5.       Powers of the Board. Subject to the provisions of the Plan, the Board
         shall have the authority, in its discretion: (i) to grant Restricted
         Stock; (ii) to determine, upon review of relevant information and in
         accordance with Section 2 of the Plan, the Fair Market Value of the
         Common Stock; (iii) to determine the Employees and other individuals
         who provide services to the Company to whom, and the time or times at
         which, Restricted Stock shall be granted and the number of Shares to be
         represented by each Award; (iv) to interpret the Plan; (v) to
         prescribe, amend and rescind rules and regulations relating to the
         Plan; (vi) to determine the terms and provisions of each Award granted
         (which need not be identical) and, with the consent of the Grantee
         thereof, modify or amend each Award; (vii) to accelerate or defer (with
         the consent of the Grantee) the date of any Award; (viii) to authorize
         any person to execute on behalf of the Company any instrument required
         to effectuate the grant of an Award previously granted by the Board;
         (ix) to accept or reject the election made by a Grantee pursuant to
         Section 14 of the Plan; and (x) to make all other determinations deemed
         necessary or advisable for the administration of the Plan.

6.       Effect of Board's Decision. All decisions, determinations and
         interpretations of the Board shall be final and binding on all Grantees
         and any other holders of any Restricted Stock granted under the Plan.


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7.       Eligibility. Consistent with the Plan's purposes, Restricted Stock may
         be granted only to Employees and other individuals who provide services
         to the Company as determined by the Board. An Employee or other
         individual who provides services to the Company who has been granted
         Restricted Stock may, if he is otherwise eligible, be granted
         additional Restricted Stock.

8.       Stockholder Approval and Effective Dates. The Plan became effective
         upon approval by the Board. No Award may be granted under the Plan
         after August 30, 2003 (ten years from the effective date of the Plan).

9.       Restricted Stock.

         (a)      Awards. The Committee may award Restricted Stock to any
                  Employee or other individual who provides services to the
                  Company. Each certificate for Restricted Stock shall be
                  registered in the name of the Grantee and deposited by him,
                  together with a stock power endorsed in blank, with the
                  Company. Restricted Stock shall be awarded by a signed written
                  agreement containing such terms and conditions as the Board
                  may determine. At the time of an award there shall be
                  established a restriction period of such length as shall be
                  determined by the Board. Shares of Restricted Stock shall not
                  be sold, assigned, transferred, pledged or otherwise
                  encumbered, except as hereinafter provided, during the
                  restriction period. Except for such restrictions on transfer,
                  the Grantee as owner of such shares of Restricted Stock shall
                  have all the rights of a holder of Common Stock. At the
                  expiration of the restriction period, the Company shall
                  redeliver to the Grantee (or his legal representative or
                  designated beneficiary) the Restricted Stock deposited
                  pursuant to this paragraph 7.

         (b)      Termination. If a Grantee ceases to be an Employee or to
                  provide services to the Company with the consent of the Board,
                  or upon his death, retirement or total and permanent
                  disability, the restriction imposed under paragraph 7(a) shall
                  lapse with respect to such number of shares of Restricted
                  Stock theretofore awarded to him as shall be determined by the
                  Board.

10.      Adjustments Upon Changes in Capitalization or Merger. Subject to any
         required action by the stockholders of the Company, the number of
         shares of Common Stock which have been authorized for issuance under
         the Plan but as to which no Award has yet been granted or which have
         been returned to the Plan upon cancellation, shall be proportionately
         adjusted for any increase or decrease in the number of issued shares of
         Common Stock resulting from a stock split, reverse stock split, stock
         dividend, combination or reclassification of the Common Stock, or any
         other increase or decrease in the number of issued shares of Common
         Stock effected without receipt of consideration by the Company;
         provided, however, that conversion of any convertible securities of the
         Company shall not be deemed to have been "effected without receipt of
         consideration." Such adjustment shall be made by the Board, whose
         determination in that respect shall be final, binding and conclusive.
         Except as expressly provided herein, no issuance by the Company of
         shares of stock of any class, or securities convertible into shares of
         stock of any class, shall affect and no adjustment by reason thereof,
         shall be made with respect to the number or price of shares of Common
         Stock subject to the Plan.

11.      Time of Granting Restricted Stock. The date of grant of Restricted
         Stock shall, for all purposes, be the date on which the Board makes the
         determination granting such Restricted Stock. Notice of the
         determination shall be given to each Employee or other individual who
         provides services to the Company to whom an Award is so granted within
         a reasonable time after the date of such grant.

12.      Amendment and Termination of the Plan.

         (a)      Amendment and Termination. The Board may amend or terminate
                  the Plan from time to time in such respects as the Board may
                  deem advisable; provided, however, that the following
                  revisions or amendments shall require approval of the
                  shareholders of the Company, to the extent required by law,
                  rule or regulation:


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                  (i)      Any material increase in the number of Shares subject
                           to the Plan, other than in connection with an
                           adjustment under Section 8 of the Plan;

                  (ii)     Any material change in the designation of the
                           Employees or other individuals who provide services
                           to the Company eligible to be granted Restricted
                           Stock; or

                  (iii)    Any material increase in the benefits accruing to
                           participants under the Plan.

         (b)      Effect of Amendment or Termination. Any such amendment or
                  termination of the Plan shall not affect Restricted Stock
                  already granted and such Restricted Stock shall remain in full
                  force and effect as if this Plan had not been amended or
                  terminated, unless mutually agreed otherwise between the
                  Grantee and the Board, which agreement must be in writing and
                  signed by the Grantee and the Company.

13.      Conditions Upon Issuance of Shares. Shares shall not be issued pursuant
         to this Plan unless the issuance and delivery of such Shares pursuant
         thereto shall comply with all relevant provisions of law, including,
         without limitation, the Securities Act of 1933, as amended, the
         Exchange Act, the rules and regulations promulgated thereunder, 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.

         As a condition to the grant of Restricted Stock the Company may require
         the Grantee to represent and warrant at the time of any such grant that
         the Shares are being acquired 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 any of
         the aforementioned relevant provisions of law.

         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.

14.      Reservation of Shares. The Company will at all times reserve and keep
         available such number of Shares as shall be sufficient to satisfy the
         requirements of the Plan.

15.      Purchase Agreement. Restricted Stock shall be evidenced by Stock
         Purchase Agreements in such form as the Board shall approve.

16.      Withholding Taxes. Subject to Section 4(b)(ix) of the Plan and prior to
         the Tax Date, the Grantee may make an irrevocable election to have the
         Company withhold from those Shares that would otherwise be received
         upon the grant, a number of Shares having a Fair Market Value equal to
         the minimum amount necessary to satisfy the Employee's portion of the
         Company's federal, state, local and foreign tax withholding obligations
         and FICA and FUTA obligations with respect to the grant of Restricted
         Stock to the Grantee.

         A Grantee who is also an officer of the Company must make the above
         described election:

         (a)      at least six months after the date of grant of the Restricted
                  Stock (except in the event of death or disability); and

         (b)      either:

                  (i)      six months prior to the Tax Date, or


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                  (ii)     prior to the Tax Date and during the period beginning
                           on the third business day following the date the
                           Company releases its quarterly or annual statement of
                           sales and earnings and ending on the twelfth business
                           day following such date.

17.      Miscellaneous Provisions.

         (a)      Plan Expense. Any expense of administering this Plan shall be
                  borne by the Company.

         (b)      Construction of Plan. The place of administration of the Plan
                  shall be in the State of Wyoming, 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 Wyoming without regard to conflict of law
                  principles and, where applicable, in accordance with the Code.

         (c)      Taxes. The Company shall be entitled if necessary or desirable
                  to pay or withhold the amount of any tax attributable to the
                  delivery of Common Stock under the Plan from other amounts
                  payable to the Grantee after giving the person entitled to
                  receive such Common Stock notice as far in advance as
                  practical, and the Company may defer making delivery of such
                  Common Stock if any such tax may be pending unless and until
                  indemnified to its satisfaction.

         (d)      Indemnification. In addition to such other rights of
                  indemnification as they may have as members of the Board, the
                  members of the Board shall be indemnified by the Company
                  against all costs and expenses reasonably incurred by them in
                  connection with any action, suit or proceeding to which they
                  or any of them may be party by reason of any action taken or
                  failure to act under or in connection with the Plan or any
                  Restricted Stock, and against all amounts paid by them in
                  settlement thereof (provided such settlement is approved by
                  independent legal counsel selected by the Company) or paid by
                  them in satisfaction of a judgment in any such action, suit or
                  proceeding, except a judgment based upon a finding of bad
                  faith; provided that upon the institution of any such action,
                  suit or proceeding a Board member shall, in writing, give the
                  Company notice thereof and an opportunity, at its own expense,
                  to handle and defend the same before such Board member
                  undertakes to handle and defend it on her or his own behalf.

         (e)      Gender. For purposes of this Plan, words used in the masculine
                  gender shall include the feminine and neuter, and the singular
                  shall include the plural and vice versa, as appropriate.

         (f)      No Employment Agreement. The Plan shall not confer upon any
                  Grantee any right with respect to continuation of employment
                  with the Company, nor shall it interfere in any way with his
                  right or the Company's right to terminate his employment at
                  any time.




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