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                                                                      EXHIBIT 10

                               CEM CORPORATION

                     1993 NONQUALIFIED STOCK OPTION PLAN
                         FOR NON-EMPLOYEE DIRECTORS


          1.     PURPOSE.  This Plan is intended to provide Directors who are
not employees of the Company a sense of proprietorship and personal involvement
in the development and financial success of the Company and to encourage such
Directors to remain with and to devote their best efforts to the Company.

          2.     DEFINITIONS.  Whenever used in the Plan, unless the context
clearly indicates otherwise, the following terms shall have the following
meanings:

                 (a)      "Act" means the Securities Exchange Act of 1934, as
         amended.

                 (b)      "Board"  or "Board  of  Directors"  means the  Board
         of Directors of the Company.

                 (c)      "Common Stock" means the Common Stock, $.05 par
         value, of the Company and any other stock or securities resulting from
         the adjustment thereof or substitution therefor as described in
         Section 8 below.

                 (d)      "Company" means CEM Corporation, a North Carolina
         corporation, and any corporation succeeding to the Company's rights
         and obligations hereunder.

                 (e)      "Director" means a member of the Board of Directors
         of the Company who is not a regular employee of the Company or its
         subsidiaries.

                 (f)      "Disability" means the condition which results when
         an individual has become permanently and totally disabled within the
         meaning of Section 105(d)(4) of the Internal Revenue Code of 1986.

                 (g)      "Fair Market Value", with respect to a share of the
         Common Stock on a particular date, shall be (i) if such Common Stock
         is listed on a national securities exchange or a foreign securities
         exchange or traded on the National Market System, the closing sale
         price of the Common Stock on said date on the national securities
         exchange, the foreign securities exchange or the National Market
         System on which the Common Stock is principally traded, or, if no
         sales occur on said date, then on the next preceding date on which
         there were such sales of Common Stock, or (ii) if the Common Stock
         shall not be listed on a national securities exchange or a foreign
         securities exchange or traded on the National Market System, the mean
         between the closing bid and asked prices last reported by the National
         Association of Securities Dealers, Inc. for the over-the-counter
         market on said date or, if no bid and asked prices are reported on
         said
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         date, then on the next preceding date on which there were such
         quotations, or (iii) if at any time quotations for the Common Stock
         shall not be reported by the National Association of Securities
         Dealers, Inc.  for the over-the-counter market and the Common Stock
         shall not be listed on any national securities exchange or any foreign
         securities exchange or traded on the National Market System, the fair
         market value based on quotations for the Common Stock by market makers
         or other securities dealers as determined by the Board of Directors in
         such manner as the Board may deem reasonable.

                 (h)      "Option" means a stock option granted pursuant to
         this Plan.

                 (i)      "Optionee" means the person to whom an Option is
         granted.

                 (j)      "Option Price" is defined in Section 6.

                 (k)      "Plan" means this 1993 Nonqualified Stock Option Plan
         for Non-Employee Directors, as in effect from time to time.

                 (l)      "Stock Option Agreement" means the written agreement
         between an Optionee and the Company evidencing the grant of an Option
         under the Plan and setting forth or incorporating the terms and
         conditions thereof.

          3.     ADMINISTRATION.  The Plan shall be administered by the Board
of Directors.  The Board shall have all of the powers necessary to enable it
properly to carry out its duties under the Plan, including but not limited to
the power and duty to construe and interpret the Plan and to determine all
questions that shall arise under the Plan, which interpretations and
determinations shall be conclusive and binding upon all persons.  Subject to
the express provisions of the Plan, the Board may establish from time to time
such regulations, provisions and procedures which in its opinion may be
advisable in the administration of the Plan.

         Notwithstanding the foregoing or any other provision of this Plan to
the contrary, no discretion concerning decisions regarding the Plan shall be
afforded to a person who is not a "disinterested person" (as defined in the
rules and regulations of the Securities and Exchange Commission under Section
16 of the Act, as in effect from time to time).  In the event that it is
necessary for the proper administration of the Plan to exercise any such
discretion, and the Board is so precluded from exercising such discretion, the
Board may delegate any authority to exercise such discretion to a person or
committee of persons, each of whom is a "disinterested person" as so defined.

          4.     ELIGIBILITY; OPTION GRANTS.

                 (a)      Each Director first elected after August 1, 1995
         shall automatically be granted an option to purchase 5,000 shares
         (subject to adjustment or substitution pursuant to Section 8 hereof
         from the date hereof, irrespective of whether such option has been





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         granted) of the Common Stock on the date of election to the Board;
         provided, that any Director first elected after August 1, 1995 but
         prior to approval of this Section 4(a) at the 1995 Annual Meeting of
         Shareholders of the Company shall automatically be granted an option
         to purchase 5,000 shares (subject to adjustment or substitution
         pursuant to Section 8 hereof from the date hereof, irrespective of
         whether such option has been granted) of the Common Stock on the date
         of approval of this Section 4(a) by the shareholders.

                 (b)      All Directors shall automatically be granted options
         to purchase the following number of shares (subject to adjustment or
         substitution pursuant to Section 8 hereof from the date hereof,
         irrespective of whether such option has been granted) of the Common
         Stock on each of the following grant dates:

                      Grant Date                        Number of Shares
                      ----------                        ----------------
                      February 1, 1994                         500
                      February 1, 1995                         500
                      February 1, 1996                       1,000
                      February 1, 1997                       1,000 
                      February 1, 1998                       1,000

                 (c)      Such automatic grants shall be made pro rata to all
         Directors if on the date of a grant there shall not be a number of
         shares sufficient to make all such grants.

          5.     SHARES AVAILABLE FOR OPTION.  The Board of Directors shall
reserve for the purposes of the Plan, and by adoption of the Plan does hereby
reserve, out of the authorized but unissued Common Stock, a total of 25,000
shares of Common Stock of the Company (subject to adjustment or substitution
pursuant to Section 8 hereof).  In the event that an Option granted under the
Plan to any Director expires or is terminated unexercised as to any shares
covered thereby, such shares shall not thereafter be available for the granting
of Options under the Plan and the reserve for such shares shall be terminated.

          6.     OPTION PRICE.  The price at which each share of Common Stock
(subject to adjustment pursuant to Section 8 hereof) may be purchased upon the
exercise of an Option (the "Option Price") shall be the Fair Market Value of
the shares of Common Stock subject to the Option on the date such Option is
granted.

          7.     EXERCISE OF OPTIONS.

                 (a)      Each option granted under the Plan by its terms shall
         require the Director granted such option to remain available to serve
         as a Director of the Company for one year from the date of the grant
         of such option before the right to exercise any part of such option
         will accrue.  A Director may thereafter exercise any or all of such
         option until the expiration or termination of the option; provided,
         that not less than 100 shares





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         may be purchased at any one time unless the number of shares purchased
         is the total number at such time purchasable under the option.
         Subject to earlier termination as provided herein, all options granted
         under this Plan shall expire ten years from the date of grant thereof.

                 (b)      If an optionee shall cease to be a Director of the
         Company otherwise than by such optionee's death or Disability, then,
         subject to Subsection 7(a) hereof, the option shall be exercisable at
         any time prior to the earlier of (i) the expiration date of such
         option or (ii) that date which is three months from the date such
         optionee ceases to be a Director, such three month period to include
         the date on which such termination occurs.  If an optionee ceases to
         be a Director of the Company as a result of such optionee's death or
         Disability, then, subject to Subsection 7(a) hereof, the option shall
         be exercisable at any time prior to the earlier of (i) the expiration
         date of such option or (ii) that date which is one year from the date
         such optionee ceases to be a Director.  In the event of the death of
         an optionee, then, subject to Subsection 7(a) hereof, such optionee's
         option shall be exercisable to the extent herein otherwise provided by
         the executor or personal representative of the optionee's estate or by
         any person who acquired the right to exercise such option by bequest
         under the optionee's will or by inheritance.

                 (c)      Each Option granted under the Plan by its terms shall
         not be transferable by the Optionee otherwise than by will, or if the
         Optionee dies intestate, by the laws of descent and distribution, and
         such Option shall be exercisable during such Optionee's lifetime only
         by such Optionee.  In the event of the death of an Optionee, then such
         Optionee's Options shall be exercisable to the extent herein provided
         by the executor or personal representative of the Optionee's estate or
         by any person who acquired the right to exercise such Option by
         bequest under the Optionee's will or by inheritance.

                 (d)      Each Option shall be confirmed by a Stock Option
         Agreement executed by the Company and by the Optionee to whom such
         Option is granted.

                 (e)      The Option Price for each share of Common Stock
         purchased pursuant to the exercise of each Option shall, at the time
         of the exercise of the Option, be paid in full in cash or equivalent.
         An Option shall be deemed exercised only when written notice of such
         exercise, together with payment of the Option Price, is received from
         the Optionee by the Company at its principal office.  No Optionee
         shall have any rights as a shareholder of the Company with respect to
         Common Stock issuable pursuant to such Optionee's Option until such
         Option is duly exercised.

                 (f)      To the extent that an Option is not exercised within
         the period of time prescribed therefor as set forth in the Plan, the
         Option shall lapse and all rights of the Optionee thereunder shall
         terminate.





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          8.     ADJUSTMENT OF NUMBER OF SHARES.  In the event that a dividend
shall be declared upon the Common Stock payable in shares of Common Stock, the
number of shares of Common Stock then subject to any Option and the number of
shares reserved for issuance pursuant to the Plan shall be adjusted by adding
to each such share the number of shares which would be distributable thereon if
such share had been outstanding on the date fixed for determining the
shareholders entitled to receive such stock dividend.  In the event that the
outstanding shares of Common Stock generally shall be changed into or exchanged
for a different number or kind of shares of stock or other securities of the
Company or of another corporation, or changed into or exchanged for cash or
property or the right to receive cash or property (but not including any
dividend payable in cash or property other than a liquidating distribution),
whether through reorganization, recapitalization, stock split-up, combination
of shares, merger or consolidation, then there shall be substituted for each
share of Common Stock subject to any Option, and for each share of Common Stock
reserved for issuance pursuant to the Plan, the number and kind of shares of
stock or other securities or cash or property or right to receive cash or
property into which each outstanding share of Common Stock shall be so changed
or for which each such share shall be exchanged.  In the case of any such
substitution or adjustment as provided for in this Section 8, the Option Price
for each share covered thereby prior to such substitution or adjustment shall
be the Option Price for all shares of stock or other securities or cash or
property or right to receive cash or property which shall have been substituted
for such share or to which such share shall have been adjusted pursuant to this
Section 8.  No adjustment or substitution provided for in this Section 8 shall
require the Company in any Stock Option Agreement to issue a fractional share
and the total substitution or adjustment with respect to each Stock Option
Agreement shall be limited accordingly.

          9.     AMENDMENT OF PLAN.  The Board of Directors shall have the
right to amend, suspend or terminate the Plan at any time; provided that,
except as and to the extent authorized and permitted by Section 8 above, (a) no
amendment, suspension or termination shall adversely affect the rights of any
Optionee as to any outstanding Option without the consent of such Optionee,
subject to any limitation on such rights set forth in the Plan or such
Optionee's Stock Option Agreement except for any amendment the Board deems
necessary to preserve or provide exemptions from the applicability of Section
16(b) of the Act to the grant, lapse, disposition, cancellation or exercise of
Options; and (b) no amendment relating to the determination of the Optionees or
of the grant dates or of the number of Options granted to any Optionee, or of
the requirement that no discretion concerning decisions regarding the Plan
shall be afforded to a person who is not a "disinterested person," shall be
made more than once every six months, other than to comport with changes in the
Internal Revenue Code of 1986 or the rules thereunder.

         10.     RESALES OF SHARES.  The Company may impose such restrictions
on the sale or other disposition of shares issued pursuant to the exercise of
Options as the Board deems necessary to comply with applicable securities laws.
Certificates for shares issued upon the exercise of Options may bear such
legends as the Company deems necessary to give notice of such restrictions.





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         11.     COMPLIANCE WITH LAW AND OTHER CONDITIONS.  No shares shall be
issued pursuant to the exercise of any Option granted under the Plan prior to
compliance by the Company, to the satisfaction of its counsel, with any
applicable laws.  The Company shall not be obligated to (but may in its
discretion) take any action under applicable federal or state securities laws
(including registration or qualification of the Plan, the Options or the Common
Stock) necessary for compliance therewith in order to permit the issuance of
shares upon the exercise of Options or the immediate resale thereof by
Optionees, except for actions (other than registration or qualification) that
may be taken by the Company without unreasonable effort or expense and without
the incurrence of any material exposure to liability.

         12.     NONQUALIFIED OPTIONS.  Options granted under the Plan will not
be treated as "incentive stock options" under Section 422 of the Internal
Revenue Code of 1986.

         13.     EFFECTIVE DATE.  The Plan shall be effective on September 16,
1993, subject to approval of the Plan by a plurality of the shares voting on
the approval of the Plan at the 1993 Annual Meeting of Shareholders, which was
obtained on November 16, 1993.  The amendments to Section 4 hereof and this
Section 13 shall be effective on August 3, 1995, subject to approval of such
amendments by a plurality of the shares voting on the approval of the
amendments at the 1995 Annual Meeting of Shareholders.  No Options shall be
granted under Sections 4(a) and 4(b) hereof, as amended, if approval shall not
be obtained prior to the completion of the 1995 Annual Meeting of Shareholders.





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