<PAGE>
                      FINANCING AGREEMENT

                  dated as of June ___, 1999

                           among


                 D.P. KELLY & ASSOCIATES, L.P.

                            and

    VISKASE CORPORATION and VISKASE SALES CORPORATION
             (collectively, the "Companies")


<PAGE>
                     TABLE OF CONTENTS

                                                     Page
SECTION 1.  Definitions                               1
SECTION 2.  Conditions Precedent                     14
SECTION 3.  Term Loan                                20
SECTION 4.  Collateral                               20
SECTION 5.  Representations, Warranties
              and Covenants                          24
SECTION 6.  Interest, Fees and Expenses              35
SECTION 7.  Powers                                   35
SECTION 8.  Events of Default and Remedies           36
SECTION 9.  Miscellaneous                            38
SECTION 10.  Agreements Regarding the Lender         42


EXHIBITS
--------
Exhibit A  -  Form of Term Loan Promissory Note
Exhibit B  -  Form of Assignment and Transfer Agreement

SCHEDULES
---------
Schedule 1.1(a)     -  Permitted Liens
Schedule 1.1(b)     -  Permitted Indebtedness
Schedule 4.1        -  Excluded Assets
Schedule 5.1        -  Collateral Locations, Chief
                         Executive Office and Tradenames
Schedule 5.7        -  Environmental Matters
Schedule 5.9(e)     -  Existing Guaranties


<PAGE>
               FINANCING AGREEMENT
               -------------------

      D.P. Kelly & Associates, L.P. ("Lender") is pleased to
      ----------------------------
confirm the terms and conditions under which the Lender shall make
a secured term loan to each of VISKASE CORPORATION, a Pennsylvania
                               -------------------
corporation ("Viskase Corporation"), with its principal place of
business at 6855 West 65th Street, Bedford Park, Illinois 60638,
and VISKASE SALES CORPORATION, a Delaware corporation ("Viskase
    -------------------------
Sales"), with its principal place of business at 6855 West 65th
Street, Bedford Park, Illinois 60638, jointly and severally
(Viskase Corporation and Viskase Sales are hereinafter sometimes
referred to individually as a "Company" and collectively as the
"Companies").

                   SECTION 1.  Definitions
                               -----------
     1.1     For purposes of this Financing Agreement (this
"Agreement" or this "Financing Agreement"), the following terms
shall be defined in the following manner:

     Accelerated Maturity Date shall mean the date on which the
Obligations (including, without limitation, the entire unpaid
principal balance of the Term Loan and accrued but unpaid interest
thereon) shall become due and payable pursuant to the terms of any
of the Loan Documents, including, without limitation, by reason of
the occurrence of an Event of default.

     Accounts shall mean all of each Company's now existing and
     --------
future:  (a) accounts (as defined in the U.C.C.) and any and all
other receivables (whether or not specifically listed on schedules
furnished to the Lender), including, without limitation, all
accounts created by or arising from each Company's sales of goods
or rendition of services to its customers, and all accounts arising
from sales or rendition of services made under any Company's trade
names or styles, or through any Company's divisions;
(b) instruments (as defined in the U.C.C.), documents (as defined
in the U.C.C.), contract rights and chattel paper (as defined in
the U.C.C.); (c) unpaid seller's rights (including rescission,
replevin, reclamation and stoppage in transit) relating to the
foregoing or arising therefrom; (d) rights to any goods represented
by any of the foregoing, including rights to returned or
repossessed goods; (e) reserves and credit balances arising
hereunder; (f) guarantees or collateral for any of the foregoing;
(g) insurance policies or rights relating to any of the foregoing;
and (h) cash and non-cash proceeds of any and all the foregoing.

     Additional Term Lender shall mean Magten Asset Management
     ----------------------
Corp., as investment manager on behalf of various of its investment
management clients, which include the Additional Term Lenders.

     Additional Term Lenders shall mean General Motors Employee
     -----------------------
Global Group Pension Trust, Department of Pensions-City of Los
Angeles, Navy Exchange Service Command Retirement Trust, Raytheon
Co. Master Pension Trust, First Data Corporation Master Retirement
Trust.

     Additional Term Lender Loan Documents shall mean the
     -------------------------------------
Additional Term Lender Financing Agreement and all other
instruments and documents that are in effect as of the date hereof
and are executed in connection with or otherwise relating to any
Additional Term Lender Loan Document, as the same may be amended,
restated or supplemented from time to time.

     Additional Term Lender Financing Agreement shall mean that
     ------------------------------------------
certain Financing Agreement, dated as of the date hereof, among
D.P. Kelly and the Companies, as the same may be amended, restated
or supplemented from time to time.

     Additional Term Lender Intercreditor Agreement shall mean that
     ----------------------------------------------
certain Subordination Agreement dated as of the date hereof, among
D.P. Kelly, the Additional Term Lenders and the Companies, as the
same may be amended, restated or supplemented from time to time.

     Applicable Rate shall mean an interest rate of 14% per annum;
     ---------------
provided, that, from and after the six month anniversary of the
--------  ----
Closing Date and semi-annually thereafter, the Applicable Rate
shall increase by 0.50%.

     Assignment and Transfer Agreement shall mean the Assignment
     ---------------------------------
and Transfer Agreement in the form of Exhibit B hereto.
                                      ---------

     Business Day shall mean any day on which CITBC, the Lender and
     ------------
The Chase Manhattan Bank in New York, New York are open for
business.

     Canada Intercompany Loan shall have the meaning assigned to
     ------------------------
such term in Section 2.1(hh).
             ---------------

     Canada Security Agreement shall have the meaning assigned to
     -------------------------
such term in Section 2.1(hh).
             ---------------

     Capital Expenditures for any period shall mean the aggregate
     --------------------
of all expenditures of each Company during such period that in
conformity with GAAP are required to be included in or reflected by
the property, plant or equipment or similar fixed asset account
reflected in the consolidated balance sheet of the Companies.

     Capital Lease shall mean any lease of property (whether real,
     -------------
personal or mixed) which, in conformity with GAAP, is accounted for
as a capital lease or a Capital Expenditure on the consolidated
balance sheet of the Parent and its Subsidiaries.

     CITBC shall mean The CIT Group/Business Credit, Inc., as agent
     -----
for the lenders which are parties to the CITBC Financing Agreement.

     CITBC-Additional Term Lender Subordination Agreement shall
     ----------------------------------------------------
mean that certain Subordination Agreement, dated as of the date
hereof, among CITBC, the Additional Term Lenders and the Companies,
as the same may be amended, restated or supplemented from time to
time.

     CITBC Financing Agreement shall mean that certain Financing
     -------------------------
Agreement, dated as of the date hereof, by and between the CITBC,
the Lender party thereto and the Companies, as the same may be
amended, restated or supplemented from time to time.

     CITBC Loan Documents shall mean the CITBC Financing Agreement
     --------------------
and all other instruments and documents that are in effect as of
the date hereof and are executed in connection with or otherwise
relating to the CITBC Financing Agreement, as the same may be
amended, restated or supplemented from time to time.

     CITBC Subordination Agreement shall mean that certain
     -----------------------------
Subordination Agreement, dated as of the date hereof, among CITBC,
the Lender and the Companies, as the same may be amended, restated
or supplemented from time to time.

     Closing Date shall mean the date, which date shall be no
     ------------
earlier than June 9, 1999, on which the Lender makes the extension
of credit hereunder in the form of the Term Loan.

     Collateral shall mean all present and future Accounts,
     ----------
Equipment, Inventory, Documents of Title, General Intangibles,
Investment Property, Other Collateral and Real Estate of each
Company; provided, however, that "Collateral" shall not include the
items listed in clauses (i) - (iv) of Section 4.1.

     Collateral Assignment of Intercompany Loan shall have the
     ------------------------------------------
meaning assigned to such term in Section 2.1(hh) below.
                                 ---------------

     Collateral Assignment of Lawsuit Proceeds means that certain
     -----------------------------------------
Collateral Assignment  of Lawsuit Proceeds of even date herewith
made by Viskase Corporation in favor of the Lender.

     Consolidated Balance Sheet shall mean a consolidated balance
     --------------------------
sheet for Parent, eliminating all inter-company transactions and
prepared in accordance with GAAP.

     Consolidating Balance Sheet shall mean a consolidating balance
     ---------------------------
sheet for (a) Parent, (b) the Companies and Viskase Holding,
(c) Viskase Europe and its Subsidiaries, (d) Viskase Brazil,
(e) Viskase Canada and (f) Viskase Chile, in each case showing all
eliminations of inter-company transactions and prepared in
accordance with GAAP.

     Copyrights shall have the meaning assigned to that term in the
     ----------
definition of "General Intangibles" in this Agreement, and all cash
and non-cash proceeds thereof.

     Current Assets means all current assets of each Company, as
     --------------
determined in accordance with GAAP.

     Current Liabilities means all current liabilities of each
     -------------------
Company, as determined in accordance with GAAP.

     Customarily Permitted Liens shall mean:  (a) liens of local or
     ---------------------------
state authorities for franchise or other like taxes provided the
aggregate amount of such liens shall not exceed One Hundred
Thousand Dollars ($100,000) in the aggregate at any one time;
(b) statutory liens of landlords and liens of carriers,
warehousemen, mechanics, materialmen, lessors and other like liens
imposed by law, created in the ordinary course of business and for
amounts not yet due (or which are being contested in good faith by
appropriate proceedings or other appropriate actions which are
sufficient to prevent imminent foreclosure of such liens) and with
respect to which adequate reserves or other appropriate provisions
are being maintained in accordance with GAAP; (c) deposits made
(and the liens thereon) in the ordinary course of business
(including, without limitation, security deposits for leases,
surety bonds and appeal bonds) in connection with workers'
compensation, unemployment insurance, pensions and other types of
social security benefits or to secure the performance of tenders,
bids, contracts (other than for the repayment or guarantee of
borrowed money or purchase money obligations), statutory
obligations, surety and appeal bonds and other similar obligations
arising as a result of progress payments under government
contracts; and (d) easements (including, without limitation,
reciprocal easement agreements and utility agreements), zoning
restrictions, licenses, reservations, covenants, encroachments,
minor defects or irregularities in title, variations and other
restrictions, charges or encumbrances (whether or not recorded)
affecting the Real Estate and which are listed in Schedule B of
                                                  ----------
each title insurance policy delivered to the Lender in connection
with this Financing Agreement or which arise after the date hereof
and which do not in the aggregate materially impair the use of such
Real Estate in the operation of the business of the owner thereof
as determined in the Lender's reasonable discretion.


         Default shall mean any event specified in Section 8
         -------                                   ---------
hereof, whether or not any requirement for the giving of notice,
the lapse of time, or both, or any other condition, event or act,
has been satisfied.

     Default Rate of Interest shall mean a rate of interest per
     ------------------------
annum equal to the sum of two percent (2%) plus the Applicable
Rate, which the Lender shall be entitled to charge the Companies on
all Obligations to the extent provided in Section 8.2 of this
Financing Agreement.

     Documentation Fee shall mean (a) the reasonable legal fees and
     -----------------
costs and expenses of outside counsel for the Lender in
documenting, in whole or in part, the initial transaction on behalf
of the Lender, plus Out-of-Pocket Expenses, (b) the reasonable
legal fees and costs and expenses necessary to compensate the
Lender for the use of in-house facilities for any documentation of
transactions after the initial transaction, and (c) the Lender's
reasonable legal fees and costs and expenses relating to any and
all modifications, waivers, releases, amendments or additional
collateral with respect to this Financing Agreement, the Collateral
and/or the Obligations.

     Documents of Title shall mean all present and future documents
     ------------------
(as defined in the U.C.C.) including, without limitation, all
warehouse receipts, bills of lading, shipping documents and similar
documents, whether negotiable or nonnegotiable, and all goods and
Inventory relating thereto and all cash and non-cash proceeds of
the foregoing.

     Loan Documents shall mean this Financing Agreement and all
     --------------
other instruments and documents that are in effect as of the date
hereof and are executed in connection with or otherwise relating to
the Financing Agreement, as the same may be amended, restated or
supplemented from time to time.

     EBITDA shall mean, for any period, all earnings before all
     ------
interest, tax obligations and depreciation and amortization expense
for such period, all determined in accordance with GAAP on a basis
consistent with the latest consolidated audited financial
statements of the Parent and its Subsidiaries, but excluding the
effect of extraordinary and/or nonrecurring gains or losses for
such period.

     Equipment shall mean all present and hereafter acquired
     ---------
equipment (as defined in the U.C.C.) including, without limitation,
all machinery, equipment, furnishings and fixtures, and all
additions, substitutions and replacements thereof, wherever
located, together with all attachments, components, parts,
equipment and accessories installed thereon or affixed thereto and
all proceeds of whatever sort.

     ERISA shall mean the Employee Retirement Income Security Act
     -----
of 1974, as amended from time to time and the rules and regulations
promulgated thereunder from time to time.

     Event(s) of Default shall have the meaning provided for in
     -------------------
Section 8 of this Financing Agreement.
---------

     Excluded Asset shall have the meaning provided for in
     --------------
Section 4.1 below.
-----------

     Fixed Charge Coverage Ratio shall mean, for any period, the
     ---------------------------
ratio determined by dividing (a) EBITDA by (b) Fixed Charges.

     Fixed Charges shall mean the sum of (i) all interest
     -------------
obligations paid or due during such period, (ii) the amount of
principal repaid or scheduled to be repaid on all Indebtedness
during such period, (iii) Capital Expenditures paid for in cash by
each Company during such period, (iv) all federal, state and local
income tax expenses due and payable during such period, (v) the
amount of Permitted Distributions made during such period, and
(vi) all payments due under the Lease Documents.

     GAAP shall mean generally accepted accounting principles in
     ----
the United States of America as in effect from time to time and for
the period as to which such accounting principles are to apply.

          GECC shall mean General Electric Capital Corporation.
          ----

     GECC Intercreditor Agreement shall mean that certain
     ----------------------------
Intercreditor Agreement dated as of June ___, 1999 among CITBC, the
Additional Term Lenders, the Lender, General Electric Capital
Corporation, State Street Bank and Trust Company of Connecticut,
Parent and the Companies, as the same may be amended, restated or
supplemented from time to time.

     General Intangibles shall mean all present and hereafter
     -------------------
acquired general intangibles (as defined in the U.C.C.) including,
without limitation, all right, title and interest in and to (a) all
inventions (whether patentable or unpatentable and whether or not
reduced to practice), all improvements thereon, and all patents,
patent applications and patent disclosures, together with all
reissuances, continuations, continuations-in-part, revisions,
extensions and reexaminations thereof (collectively referred to
herein as "Patents"), (b) all trademarks, service marks, trade
dress, logos, trade names, domain names, and corporate names,
together with all translations, adaptations, derivations and
combinations thereof and including all goodwill associated
therewith, and all applications, registrations and renewals in
connection therewith (collectively referred to herein as
"Trademarks"), (c) all copyrightable works, all copyrights and all
applications, registrations and renewals in connection therewith
(collectively referred to herein as "Copyrights"), (d) all mask
works and all applications, registrations and renewals in
connection therewith, (e) all trade secrets and confidential
business information (including ideas, research and development,
know-how, formulas, compositions, manufacturing and production
processes and techniques, methods, schematics, technology,
technical data, designs, drawings, flowcharts, block diagrams,
specifications, customer and supplier lists, pricing and cost
information and business and marketing plans and proposals), (f)
all computer software (including data and related documentation),
(g) all other proprietary rights, (h) all copies and tangible
embodiments of the foregoing categories of intellectual property
listed in subsections (a) though (g) herein (in whatever form or
medium), and (i) all licenses, sublicenses, agreements or
permission related to the foregoing categories of intellectual
property listed in subsections (a) through (g) herein (categories
(a) through (i) herein are collectively  referred to as
"Intellectual Property"), and distribution agreements, supply
agreements and tax refunds, together with all money and claims for
money now or hereafter due and payable in connection with any of
the foregoing or otherwise, and all cash and non-cash proceeds
thereof.


     Guarantors shall mean, collectively (a) Parent and (b) Viskase
     ----------
Holding.

     Guaranty means the Joint and Several Guaranty Agreement, dated
     --------
as of the date hereof, of the Guarantors.

     Indebtedness shall mean, without duplication, all liabilities,
     ------------
contingent or otherwise, which are either (a) obligations in
respect of borrowed money or for the deferred purchase price of
property, services or assets, other than Inventory, or (b) lease
obligations which, in accordance with GAAP, have been, or which
should be capitalized.

     Intellectual Property shall have the meaning assigned to such
     ---------------------
term in the definition of "General Intangibles" in this Agreement.

     Intellectual Property Assignment means those certain Grants of
     --------------------------------
Security Interests in Intellectual Property of even date herewith
made by Parent and each Company in favor of the Lender.

     Intercompany Loans shall mean all Indebtedness incurred by any
     ------------------
Company from any Subsidiary.

     Intercompany Receivables shall mean all bona fide Trade
     ------------------------
Accounts Receivable resulting from the sale of goods or the
rendering of services by any Company, Guarantor or Subsidiary to
any other Company, Guarantor or Subsidiary, provided that the
amounts payable with respect thereto is in the ordinary course of
business consistent with past practice.

     Inventory shall mean all of each Company's present and
     ---------
hereafter acquired inventory (as defined in the U.C.C.) including,
without limitation, all merchandise, inventory and goods, and all
additions, substitutions and replacements thereof, wherever
located, together with all goods and materials used or usable in
manufacturing, processing, packaging or shipping same; in all
stages of production - from raw materials through work-in-process
to finished goods - and all proceeds thereof of whatever sort.
     Investment Property shall mean all of each Company's present
     -------------------
and hereafter acquired securities, securities entitlements,
securities accounts and other investment property (as such terms
are defined in the U.C.C.).

     Lease Documents shall have the meaning assigned to such term
     ---------------
in Schedule I to the GECC-CITBC Intercreditor Agreement.

     Leverage Ratio shall mean the ratio determined by dividing
     --------------
(a)  Total Liabilities by (b) EBITDA.

     Loan Documents shall mean this Financing Agreement, the
     --------------
Guaranty, the Viskase Companies Pledge, the Viskase Corporation
Pledge, the Viskase Holding Pledge, the Collateral Assignment of
Lawsuit Proceeds, the Security Agreements, the Patent, Trademark
and License Assignments, the CITBC Subordination Agreement, the
Additional Term Lender Subordination Agreement, the CITBC-
Additional Term Lender Intercreditor Agreement, the Real Estate
Collateral Documents, the Collateral Assignment of Intercompany
Loan, the Canada Security Agreement, the GECC Intercreditor
Agreement, and any other document, instrument or agreement entered
into in connection with this Financing Agreement.

     Material Adverse Effect shall mean a material adverse effect
     -----------------------
on either (a) the business, condition (financial or otherwise),
operations, performance, properties or prospects of the Companies,
taken as a whole, (b) the ability of any Company to perform its
obligations under this Financing Agreement or (c) the ability of
the Lender to enforce the Obligations or its respective rights and
remedies under this Financing Agreement.

     Maturity Date shall mean the earlier to occur of (a) the
     -------------
Accelerated Maturity Date and (b) the Stated Maturity Date.

     Net Worth shall mean assets in excess of liabilities,
     ---------
determined in accordance with GAAP, on a consistent basis with the
latest consolidated audited financial statements of the Parent and
its Subsidiaries.


     Obligations shall mean (a) all loans and advances made by the
     -----------
Lender to each Company or to others for each Company's account
(including, without limitation, the Term Loan); (b) any and all
other indebtedness, obligations and liabilities which may be owed
by any Company to the Lender and arising out of, or incurred in
connection with, this Financing Agreement or any of the other Loan
Documents (including, without limitation, Out-of-Pocket Expenses
and interest accruing after commencement of a case under the
Bankruptcy Code, 11 U.S.C. Sec. 101-1331) whether (i) now in existence
or incurred by any Company from time to time hereafter (including
any Company operating as Debtor or Debtor in Possession under the
Bankruptcy Code, 11  U.S.C. Sec. 101-1331), (ii) secured by pledge,
lien upon or security interest in any Company's assets or property
or the assets or property of any other person, firm, entity or
corporation, (iii) such indebtedness is absolute or contingent,
joint or several, matured or unmatured, direct or indirect, or
(iv) any Company is liable to Lender for such indebtedness as
principal, surety, endorser, guarantor or otherwise; (c) all
indebtedness, obligations and liabilities owed by each Company to
the Lender under any other agreement or arrangement now or
hereafter entered into between any Company, on one hand, and the
Lender, on the other hand, relating to the transactions
contemplated by this Financing Agreement; (d) indebtedness,
obligations and liabilities incurred by, or imposed on, the Lender
as a result of environmental claims relating to each Company's
operations, premises or waste disposal practices or disposal sites;
(e) each Company's liabilities to the Lender as maker or endorser
on any promissory note or other instrument for the payment of money
pursuant to the terms hereof or any other Loan Document; (f) each
Company's liabilities to the Lender under any instrument of
guaranty or indemnity, or arising under any guaranty, endorsement
or undertaking which the Lender may make or issue to others for any
Company's account pursuant to the terms hereof or any other Loan
Document, including the Lender's acceptance of drafts or the Lender
endorsement of notes or other instruments for the Company's account
and benefit; and (g) the amount of any payments made by the Lender
to cure any "Events of Default" (as such term is defined in the
GECC Intercreditor Agreement) as permitted by Section 4 of the GECC
Intercreditor Agreement.  By virtue of its execution of this
Agreement, the Companies hereby consent to the Lender making
payments to cure any "Event of Default" pursuant to Section 4 of
the GECC Intercreditor Agreement.

     Operating Leases shall mean all leases of property (whether
     ----------------
real, personal or mixed) other than Capital Leases.

     Other Collateral shall mean:  (a) all now owned and hereafter
     ----------------
acquired deposit accounts maintained by or on behalf of each
Company with any bank or financial institution; (b) all of each
Company's cash and other money and property in the possession or
control of Lender; (c) all of each Company's books, records, ledger
cards, disks and related data processing software at any time
evidencing or containing information relating to any of the
Collateral described herein or otherwise necessary or helpful in
the collection thereof or realization thereon; (d) all cash and
non-cash proceeds of the foregoing and (e) all payments and damage
awards received by Viskase Corporation in connection with the
lawsuit between Viskase Corporation and American National Can
Company pursuant to the terms of the Collateral Assignment of
Lawsuit Proceeds.

     Out-of-Pocket Expenses shall mean all of the Lender's present
     ----------------------
and future out-of-pocket expenses incurred in connection with this
Financing Agreement and the other Loan Documents, including,
without limitation, (a) the cost of lien searches (including tax
lien and judgment lien searches), pending litigation searches and
similar items, (b) fees and taxes imposed in connection with the
filing of any financing statements or other personal property
security documents; (c) title insurance premiums, real estate
survey costs and mortgage or recording taxes and fees; (d) all
expenses, costs and fees incurred by the Lender in connection with
any action taken under Section 8 hereof; and (e) without
                       ---------
duplication, all costs and expenses incurred by the Lender in
connection with the collection, liquidation, enforcement and
defense of the Obligations and the Lender's rights in the
Collateral, and all disbursements and reasonable fees of in-house
and outside counsel to the Lender, including but not limited to
such fees and disbursements incurred as a result of a workout,
restructuring, reorganization, liquidation, insolvency proceeding
and in any appeals arising therefrom, whether incurred before,
during or after the termination of this Financing Agreement or the
commencement of any case with respect to Parent, any Company or any
Subsidiary under the United States Bankruptcy Code or any similar
statute.

     Parent shall mean Viskase Companies, Inc. (formerly known as
     ------
Envirodyne Industries, Inc.), a Delaware corporation.

     Patents shall have the meaning assigned in the definition of
     -------
"General Intangibles" in this Agreement, and all cash and non-cash
proceeds thereof.


     Permitted Distributions shall mean (a) distributions from
     -----------------------
Viskase Corporation to the Parent not to exceed Fifty-Five Million
Dollars ($55,000,000), plus accrued interest and any applicable
prepayment fees, for the sole purpose of permitting Parent to
satisfy a mandatory redemption payment due and payable on or before
June 15, 1999 in connection with the Senior Secured Notes,
(b) dividends from the Companies and any Subsidiary to the parent
corporation thereof; provided, however, that dividends to Parent
shall be limited to dividends needed for Parent to make payments on
the Senior Unsecured Notes, existing Indebtedness under that
certain Amended and Restated Credit Agreement dated as of June 1,
1998 among Parent, the Lender party thereto and BT Commercial
Corporation, as agent, and for the payment of corporate overhead
items (up to Two Million Five Hundred Thousand Dollars ($2,500,000)
in the aggregate during any fiscal year), and (c) dividends paid in
shares of capital stock of Parent or any Subsidiary.

     Permitted Encumbrances shall mean:  (a) liens existing on the
     ----------------------
date hereof on specific items of Equipment and listed on
Schedule 1.1(a) hereto; (b) Purchase Money Liens; (c) Customarily
---------------
Permitted Liens; (d) liens granted to the Lender under the CITBC
Financing Agreement pursuant to the CITBC Loan Documents, by each
Company and the Guarantors and liens granted to secure the Canada
Intercompany Loan; (e) liens granted to the Lender pursuant to the
Loan Documents, by each Company and the Guarantors; (f) liens
granted to the Additional Term Lenders pursuant to the Additional
Term Lender Loan Documents, by each Company and the Guarantors;
(g) liens granted to secure the Canada Intercompany Loan; (h) liens
of judgment creditors provided such liens do not exceed, in the
aggregate, at any time, One Million Dollars ($1,000,000) (other
than liens bonded or insured to the reasonable satisfaction of the
Lender); (i) liens for taxes not yet due and payable, or liens for
taxes due and payable, which are being contested diligently and in
good faith by such Company, Guarantor or Subsidiary by appropriate
proceedings, and with respect to which adequate reserves or other
appropriate provisions are being maintained in accordance with
GAAP, but only if such liens (i) are not (other than with respect
to Real Estate) senior to the liens granted by the Companies to the
Lender, or (ii) do not secure taxes owed to the United States of
America or any department thereof; (j) liens to secure
(i) Intercompany Loans made by any Guarantor or any Subsidiary to
any Company, (ii) Intercompany Loans made by a Subsidiary (not a
Guarantor) to another Subsidiary (not a Guarantor), and
(iii) Intercompany Receivables that qualify as Permitted
Indebtedness hereunder; (k) liens to secure Indebtedness of foreign
domiciled Subsidiaries that qualifies as Permitted Indebtedness
hereunder; provided, that such liens are not granted on the stock,
share interests or equity interests of such Subsidiaries; and
(l) renewals and extensions of liens constituting Permitted
Encumbrances hereunder, provided that the lien encumbering the
asset giving rise to such Permitted Encumbrance does not encumber
any other asset of a Company, Guarantor or Subsidiary.

     Permitted Indebtedness shall mean:  (a) current Indebtedness
     ----------------------
maturing in less than one year and incurred in the ordinary course
of business for raw materials, supplies, equipment, services, taxes
or labor; (b) Indebtedness secured by Purchase Money Liens;
(c) Indebtedness arising under the CITBC Loan Documents;
(d) Indebtedness arising under this Financing Agreement and the
other Loan Documents; (e) Indebtedness arising under the Additional
Term Lender Loan Documents, in an amount not to exceed, without
prior written consent of the Lender, $30,000,000 plus, accrued and
unpaid interest thereon; (f) deferred taxes and other expenses
incurred in the ordinary course of business; (g) other Indebtedness
existing on the date of execution and set forth on Schedule 1.1(b)
                                                   ---------------
attached hereto; (h) Intercompany Loans and Intercompany
Receivables; (i) Indebtedness incurred by foreign domiciled
Subsidiaries for their own working capital and general corporate
purposes not to exceed Fifteen Million Dollars ($15,000,000) in the
aggregate at any one time outstanding; provided, that in no event
shall such Indebtedness be guaranteed by a Company or Guarantor or
be secured by assets other than the assets of such Subsidiary
incurring the applicable Indebtedness; (j) Indebtedness to a third
party, not secured by liens or security interests of any kind, not
to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) in
the aggregate at any one time outstanding; (k) the Canada
Intercompany Loan; (l) guarantees permitted under Section 5.9(e)
hereof; and (m) refinancing and renewals of Permitted Indebtedness,
provided that the aggregate principal amount thereof does not
increase as a result of any such refinancing or renewal from the
amount outstanding at the time of such refinancing or renewal
unless such increase does not cause such Indebtedness to fail to
qualify as Permitted Indebtedness hereunder.

     Permitted Investments shall mean:  (a) readily marketable
     ---------------------
direct obligations of the United States of America or of any agency
or instrumentality thereof, the obligations of which are backed by
the full faith and credit of the United States of America, or
readily marketable obligations unconditionally guaranteed by the
United States of America or by any such agency or instrumentality,
in each case maturing within one year from the date of acquisition
thereof; (b) certificates of deposit, time deposits or bankers'
acceptances maturing within one year from the date of acquisition
thereof issued by, or demand deposit accounts maintained with, any
commercial bank or trust company which is a member of the Federal
Reserve System, the long-term debt obligations of which are rated
at least A by Moody's Investors Service Inc. ("Moody's") or
Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. ("S&P") and which has combined capital and surplus
of at least Two Hundred Fifty Million Dollars ($250,000,000) (any
such bank or trust company, an "Eligible Bank"); (c) repurchase
agreements with respect to securities of the type referred to in
the foregoing clause (a) transacted with Eligible Banks, provided
that each such repurchase agreement obligates an Eligible Bank to
repurchase the securities which are the subject thereof no later
than thirty (30) days after the acquisition of such repurchase
agreement; (d) money-market preferred stock or money-market auction
notes, in each case maturing or redeemable at the option of the
holder thereof no more than one year after the date of acquisition
thereof and having a rating of at least A3 by Moody's or at least
A- by S&P, and Tax Exempt Obligations (as hereinafter defined) in
the form of auction rate reset notes that reset within one year
from the date of acquisition thereof; (e) obligations, the interest
with respect to which is exempt from federal income taxation under
Section 103 of the Internal Revenue Code, having a long term rating
of at least A3 or A-, or a short term rating of at least P-1 or
A-1, by Moody's or S&P, respectively, and having a maturity of less
than two years ("Tax Exempt Obligations"), in addition to those
described in the foregoing clause (d); (f) open market commercial
paper of United States corporations maturing not later than
Two Hundred Seventy (270) days after the issuance thereof and
having a rating of at least P-2 by Moody's or at least A-2 by S&P;
(g) investments in any mutual fund registered under the Investment
Company Act of 1940, as amended, the portfolio of which is limited
to Investments of the character described in the foregoing
clauses (a) through (f); and (h) notes or other debt obligations or
securities received in connection with the bankruptcy or
reorganization of customers and in settlement of delinquent
obligations of, or disputes with, customers or suppliers in the
ordinary course of business.

     Person shall mean and include an individual, a partnership, a
     ------
joint venture, a limited liability company, a corporation (whether
or not for profit), a trust, an unincorporated organization, a
government or any department or agency thereof or any other entity
or organization.

     Pledgors means, collectively, Viskase Companies, Viskase
     --------
Corporation, Viskase Holding and Viskase Sales.

     Pledge Agreements means, collectively, the Viskase Companies
     -----------------
Pledge, the Viskase Corporation Pledge, the Viskase Sales Pledge
and the Viskase Holding Pledge.

     Promissory Note shall mean the note, in the form of Exhibit A
     ---------------                                     ---------
attached hereto, delivered by the Company to Lender to evidence the
Term Loan.

     Purchase Money Liens shall mean liens on any item of Equipment
     --------------------
or real property (other than the Real Estate) acquired after the
date of this Financing Agreement (including by way of Capital
Lease) provided that (a) each such lien shall attach only to the
property to be acquired, (b) a description of the property so
acquired (having a book value in excess of $100,000) is furnished
to the Lender, and (c) the debt incurred in connection with such
acquisitions shall not exceed in the aggregate Five Million Dollars
($5,000,000) at any time outstanding.

     Real Estate shall mean the Companies' owned real property
     -----------
located in Centerville, Iowa; Kentland, Indiana; Loudon, Tennessee;
Osceola, Arkansas; Pauls Valley, Oklahoma; Bensalem, Pennsylvania;
Chicago, Illinois and Bedford Park, Illinois, each parcel of which
has been, or will be, encumbered, mortgaged, pledged or assigned to
any of the Lender or its designee.

     Real Estate Collateral Documents shall mean each Mortgage,
     --------------------------------
Security Agreement and Assignment of Leases and Rents, each Deed of
Trust, Security Agreement and Assignment of Leases and Rents and
the Environmental Indemnity Agreement, each of even date herewith
made by the Companies, as applicable, in favor of the Lender with
respect to each owned parcel of Real Estate.

     Representative shall mean Viskase Corporation, which shall act
     --------------
as Companies' sole and exclusive representative under this
Agreement for all purposes, including, without limitation, to
receive funds advanced hereunder, to receive notices and other
communications from the Lender hereunder, to make requests for
advances of funds hereunder and to amend this Agreement.

     Security Agreements means, collectively, the Viskase Companies
     -------------------
Security Agreement, and the Viskase Holding Security Agreement.

     Senior Secured Notes shall mean those certain First Priority
     --------------------
Senior Secured Notes due 2000 issued by Parent, pursuant to that
certain Indenture dated as of June 20, 1995 between Parent and
Shawmut Bank Connecticut, National Association, as Trustee.

     Senior Unsecured Notes shall mean those certain 10 1/4% senior
     ----------------------
notes issued by Parent pursuant to that certain Indenture dated as
of December 31, 1993 between Parent and Bankers Trust Company, as
Trustee.

     Stated Maturity Date shall mean June 30, 2001.
     --------------------

     Subsidiary means any domestic or foreign corporation,
     ----------
partnership, joint venture, limited liability company or other
entity or organization of which a Person owns, directly or
indirectly through one or more intermediaries, more than fifty
percent (50%) of the voting stock at the time of determination.

     Tangible Net Worth shall mean, at any time, Net Worth plus
     ------------------
"Subordinated Debt" (as such term is defined in the CITBC Financing
Agreement) after subtracting therefrom the amount of any intangible
assets (as determined in accordance with GAAP), including amounts
due from Subsidiaries and amounts due from investments in
Subsidiaries (to the extent such amounts due were treated as assets
in the determination of Net Worth).

     Term Loan shall mean the term loan in the original aggregate
     ---------
principal amount of Five Million Dollars ($5,000,000), made by the
Lender pursuant to, and repayable in accordance with, the
provisions of Section 3 of this Financing Agreement.
              ---------

     Term Loan Promissory Note shall mean the promissory note in
     -------------------------
the form of Exhibit A hereto, executed by the Company to evidence
            ---------
the Term Loan.

     Total Liabilities shall mean total liabilities of each Company
     -----------------
determined in accordance with GAAP, on a basis consistent with the
latest audited financial statements of the Companies.

     Trade Accounts Receivable shall mean that portion of Accounts
     -------------------------
which arises from the sale of Inventory or the rendition of
services in the ordinary course of business.

     Trademarks shall have the meaning assigned to that term in the
     ----------
definition of "General Intangibles" in this Agreement, and all cash
and non-cash proceeds thereof.

     U.C.C. shall mean the Uniform Commercial Code as in effect
     ------
from time to time in the State of Illinois.

     Viskase Brazil means Viskase Brazil Embalagens, organized
     --------------
under the laws of Brazil.

     Viskase Canada means Viskase Canada Inc., a corporation
     --------------
organized under the laws of Ontario, Canada.

     Viskase Chile means Viskase Chile Embalajes LTDA, organized
     -------------
under the laws of Chile.

     Viskase Companies Pledge means that certain Pledge Agreement
     ------------------------
of even date herewith made by Parent in favor of the Lender
pledging one hundred percent (100%) of the capital stock of Viskase
Corporation,Viskase Films and all other directly owned Subsidiaries
of Parent, as described herein.

     Viskase Companies Security Agreement means that certain
     ------------------------------------
Security Agreement of even date herewith made by Parent in favor of
the Lender.

     Viskase Corporation Pledge means that certain Pledge Agreement
     --------------------------
of even date herewith made by Viskase Corporation in favor of the
Lender pledging one hundred percent (100%) of the capital stock of
Viskase Sales and Viskase Holding.


     Viskase Europe means Viskase Europe Limited, organized under
     --------------
 the laws of the United Kingdom.

     Viskase Films means Viskase Films, Inc., a Delaware
     -------------
corporation.

     Viskase Holding means Viskase Holding, Inc., a Delaware
     ---------------
corporation.

     Viskase Holding Pledge means that certain Pledge Agreement of
     ----------------------
even date herewith made by Viskase Holding in favor of the Lender
pledging sixty-five percent (65%) of the capital stock of Viskase
Europe and Viskase Brazil and (ii) one hundred percent (100%) of
the capital stock of Viskase Australia Limited.

     Viskase Holding Security Agreement means that certain Security
     ----------------------------------
Agreement of even date herewith made by Viskase Holding in favor of
the Lender.

     Viskase Sales Pledge means that certain Pledge Agreement of
     --------------------
even date herewith made by Viskase Sales in favor of the Lenders
pledging one hundred percent (100%) of the capital stock of Viskase
Puerto Rico Corporation.

     Working Capital means Current Assets less Current Liabilities.
     ---------------

                    SECTION 2.  Conditions Precedent
                                --------------------

     2.1     The obligation of the Lender to make the Term Loan
hereunder is subject to the satisfaction, immediately prior to or
concurrently with the making of such Term Loan, of the following
conditions precedent:

          (a)     Payment of Out-of-Pocket Expenses - The Companies
                  ---------------------------------
shall have paid all amounts then owing to the Lender by the
Companies or Guarantors hereunder, or under any other Loan
Document.

          (b)     Lien Priority - The liens granted in favor of the
                  -------------
Lender pursuant to the Loan Documents shall be valid and perfected,
first priority liens on the Collateral, subject only to the
Permitted Encumbrances.

          (c)     CITBC Loan Documents - The terms and conditions
                  --------------------
of the CITBC Loan Documents, including without limitation, the
total commitment under the CITBC Financing Agreement and the amount
of "Availability" (as such term is defined in the CITBC Financing
Agreement), shall be satisfactory to the Lender in all respects.
Each Company and CITBC shall have executed and delivered to the
Lender the CITBC Loan Documents.

          (d)     Additional Term Lender Loan Documents - The terms
                  -------------------------------------
and conditions of the Additional Term Lender Loan Documents shall
be satisfactory to the Lender in all respects.  Each Company and
Additional Term Lenders shall have executed and delivered to the
Lender the Additional Term Lender Loan Documents.

          (e)     Capital Structure - All aspects of the capital
                  -----------------
structure of the Companies shall be satisfactory to the Lender in
all respects.

          (f)     Fraudulent Conveyances and Similar Issues - The
                  -----------------------------------------
Lender shall be satisfied with all fraudulent conveyances and
similar issues arising out of the structure of the financing
arrangements provided for under the terms and conditions of the
Loan Documents, the CITBC Loan Documents and the Additional Term
Lender Loan Documents.

          (g)     Lien Searches - The Lender shall have received
                  -------------
tax, judgment and U.C.C. searches (or the foreign country
equivalents thereof) satisfactory to the Lender for all locations
presently occupied or used by each Company, each Guarantor, and
such other Subsidiaries deemed necessary by the Lender.

          (h)     Casualty Insurance - Each Company and each
                  ------------------
Guarantor shall have delivered to the Lender evidence satisfactory
to the Lender that casualty insurance policies listing the Lender
as an additional loss payee or mortgagee, as the case may be, are
in full force and effect, all as set forth in paragraph (a) of
Section 5.5 of this Financing Agreement.
-----------

          (i)     Mortgages/Deeds of Trust/Assignments of Rents -
                  ---------------------------------------------
The Companies shall have executed and delivered to the Lender (or
to an agent of the Lender or an agent of a title insurance company
acceptable to the Lender), such mortgages, deeds of trust and
assignments of rents and leases as the Lender may reasonably
require to obtain first liens on the Real Estate, including,
without limitation, the Real Estate Collateral Documents, subject
to Permitted Encumbrances.

          (j)     UCC Filings - Any documents (including without
                  -----------
limitation, financing statements) required to be filed in order to
create, in favor of the Lender, subject to Permitted Encumbrances,
a first priority and perfected security interest in the Collateral
and substantially all of the assets of the Guarantors (to the
extent that such a security interest may be perfected by a filing
under the U.C.C.), shall have been properly filed in each office in
each jurisdiction required in order to create in favor of the
Lender a perfected lien on the Collateral.  The Lender shall have
received acknowledgment copies of all such filings (or, in lieu
thereof, the Lender shall have received other evidence satisfactory
to the Lender that all such filings have been made); and the Lender
shall have received evidence that all necessary filing fees, taxes
and other expenses related to such filings have been paid in full.

          (k)     Title Insurance Policies - The Lender shall have
                  ------------------------
received, in respect of each mortgage or deed of trust, a
mortgagee's marked-up unconditional commitment for title insurance
from a title insurance company reasonably satisfactory to the
Lender (the "Title Insurance Company").  Each such commitment shall
obligate the Title Insurance Company to issue to the Lender a title
insurance policy (i) in an amount not less than the appraised value
of the Real Estate covered thereby; (ii) that insures that the
mortgage or deed of trust insured thereby creates, subject to
Permitted Encumbrances, a valid first priority lien on the property
covered by such mortgage or deed of trust, free and clear of all
defects and encumbrances; (iii) that names the Lender as the
insured thereunder; and (iv) that contains such endorsements and
effective coverage as the Lender may reasonably request.  The
Lender also shall have received evidence that all premiums in
respect of the policies to be issued have or will be paid on the
Closing Date and that all charges for mortgage taxes and recording
fees, if any, shall have been paid.

          (l)     Surveys - The Lender and the Title Insurance
                  -------
Company shall have received maps or plats of a perimeter or
boundary of the site of each of the properties covered by the
mortgages or deeds of trust, dated a date satisfactory to the
Lender and the Title Insurance Company prepared by an independent
professional licensed land surveyor satisfactory to the Lender and
the relevant Title Insurance Company, which maps or plats and the
surveys on which they are based shall be made in accordance with
the Minimum Standard Detail Requirements for Land Title Surveys
jointly established and adopted by the American Land Title
Association and the American Congress on Surveying and Mapping;
and, without limiting the generality of the foregoing, there shall
be surveyed and shown on the maps or plats or surveys the
following:  (i) the locations on such sites of all the buildings,
structures and other improvements and the established building
setback lines insofar as the foregoing affect the perimeter or
boundary of such property; (ii) the lines of streets abutting the
sites and width thereof; (iii) all access and other easements
appurtenant to the sites or necessary or desirable to use the
sites; (iv) all roadways, paths, driveways, easements,
encroachments and overhanging projections and similar encumbrances
affecting the sites, whether recorded, apparent from a physical
inspection of the sites or otherwise known to the surveyor; (v) any
encroachments on any adjoining property by the building structures
and improvements on the sites; and (vi) if the site is designated
as being on a filed map, a legend relating the survey to said map.
Further, the survey shall be certified to the Lender and the Title
Insurance Company and shall contain a legend reciting as to whether
or not the site is located in a flood zone.

          (m)     Guaranty and Guarantor Security Agreements -
                  ------------------------------------------
(i) Each Guarantor shall have executed and delivered to the Lender
a guaranty, in form acceptable to the Lender, guaranteeing the
Obligations, including, but not limited to, the Guaranty, and
(ii) each of Parent and Viskase Holding shall have executed a
security agreement and other appropriate security documents,
including, but not limited to, the Security Agreements, pursuant to
which Parent and Viskase Holding each grant to the Lender, a
security interest in substantially all of its assets.

          (n)     Opinions - (i) Subject to the filing, priority
                  --------
and remedies provisions of the U.C.C., the provisions of the
Bankruptcy Code, insolvency statutes or other like laws, the equity
powers of a court of law and such other matters as may be agreed
upon with the Lender, counsel for the Companies, the Pledgors and
the Guarantors shall have delivered to the Lender opinion(s)
satisfactory to the Lender opining, inter alia, that:  (x) this
                                    ----- ----
Financing Agreement, the Guaranties, the Security Agreements and
the Pledge Agreements executed by each Company, each  Guarantor and
each Pledgor, as applicable, and all other Loan Documents executed
by each Company and delivered to the Lender in connection with this
Financing Agreement are (1) valid, binding and enforceable
according to their respective terms, (2) duly authorized and (3) do
not violate any terms, provisions, representations or covenants in
the charter, by-laws or other organizational agreement of any
Company, any Pledgor or any Guarantor or, to the best knowledge of
such counsel, of any loan agreement, mortgage, deed of trust, note,
security or pledge agreement or indenture to which any Company, any
Pledgor or any Guarantor is a signatory or by which any Company,
any Pledgor, any Guarantor or any Company's, any Pledgor's or any
Guarantor's assets are bound.

          (o)     Pledge Agreements - Each Pledgor, as applicable,
                  -----------------
shall (A) execute and deliver to the Lender the Pledge Agreements,
and (B) deliver to CITBC, as the bailee of the Lender, the stock
certificates covered by the Pledge Agreements together with duly
executed stock powers in blank.

          (p)     [Intentionally omitted]

          (q)     GECC Intercreditor Agreement - GECC and all
                  ----------------------------
applicable parties shall have entered into the GECC Intercreditor
Agreement with the Lender.

          (r)     CITBC Subordination Agreement - CITBC shall have
                  ------------------------------
executed and delivered the CITBC Subordination Agreement to the
Lender, in form and substance satisfactory to the Lender.

          (s)     Additional Term Lender Interecreditor Agreement
                  -----------------------------------------------
The Additional Term Lenders shall have executed and delivered the
Additional Term Lender Intercreditor Agreement to the Lender, in
form and substance satisfactory to the Lender.

          (t)     CITBC-Additional Term Lender Subordination
                  ------------------------------------------
Agreement - CITBC and Additional Term Lenders shall have entered
---------
into the CITBC-Additional Term Lender Subordination Agreement, that
is substantially identical to the CITBC Subordination Agreement and
on terms and conditions satisfactory to the Lender.

          (u)     Additional Documents - Each Company shall have
                  --------------------
executed and delivered to the Lender, on or before the Closing
Date, the appropriate legal documentation, each in form and
substance satisfactory to the Companies, the Lender and its
respective counsel, necessary to consummate the lending arrangement
contemplated among the Companies and the Lender.

          (v)     Environmental Reports - The Lender shall have
                  ---------------------
received environmental audit reports on (i) all of each Company's
leasehold and fee interests in the Real Estate, and (ii) the
Company's waste disposal practices.  The reports must be
satisfactory to the Lender and not disclose or indicate any
material liability (real or potential) arising out of any Company's
premises, its operations, its waste disposal practices or waste
disposal sites used by any Company.

          (w)     Board Resolutions - The Lender shall have
                  -----------------
received a copy of the resolutions of the Board of Directors of
each Company, each Pledgor and each Guarantor (as the case may be)
authorizing the execution, delivery and performance of (i) this
Financing Agreement, as applicable, (ii) the Guaranties executed by
the Guarantors, as applicable, (iii) the Pledge Agreements executed
by each Pledgor, as applicable, and (iv) any related agreements, in
each case certified by the Secretary or Assistant Secretary of each
Company, the Pledgors and the Guarantors (as the case may be) as of
the date hereof, together with a certificate of the Secretary or
Assistant Secretary of each Company, each Pledgor and each
Guarantor (as the case may be) as to the incumbency and signature
of the officers executing such agreements and any certificate or
other documents to be delivered by them pursuant hereto.

          (x)     Corporate Organization - The Lender shall have
                  ----------------------
received (i) a copy of the Certificate or Articles of Incorporation
(or other equivalent organizational documents) of each Company,
each Pledgor and each Guarantor, certified by the applicable
authority in such entity's State of organization or foreign country
of organization, as applicable, and (ii) copies of the By-Laws or
equivalent corporate constituent document (as amended through the
date hereof), if any, of each Company, each Pledgor and each
Guarantor, certified by the Secretary or Assistant Secretary
thereof.

          (y)     Officer's Certificate - The Lender shall have
                  ---------------------
received an executed Officer's Certificate of each Company,
satisfactory in form and substance to the Lender, certifying that
(i) the representations and warranties contained herein are true
and correct in all material respects on and as of the date hereof,
(ii) each Company is in compliance with all of the terms and
provisions set forth herein and (iii) no Default or Event of
Default has occurred.

          (z)     Absence of Default  or Material Adverse Effect -
                  ----------------------------------------------
No Default, Event of Default or any fact or circumstance having a
Material Adverse Effect shall have occurred or arisen.  The
Companies acknowledge that an adverse change in the terms,
conditions, assumptions or projections supplied by Companies and
any Guarantor, in the Lender's reasonable business judgement, may
be construed by the Lender as a Material Adverse Change for the
purposes of this clause (z).

           (aa)     Appraisals - The Lender shall have received
                    ----------
appraisals on each Company's fixed assets, which appraisals shall
be by an appraiser acceptable to the Lender and shall indicate an
orderly liquidation value acceptable to the Lender with respect to
the Equipment, and a fair market value acceptable to the Lender
with respect to the aggregate value of the owned Real Estate.

          (bb)     Legal Restraints/Litigation - At the date of
                   ---------------------------
execution of this Financing Agreement, there shall be no
(i) litigation, investigation or proceeding (judicial or
administrative) pending or threatened against any Company, any
Pledgor or any Guarantor or any of their assets or respective
Subsidiaries, by any agency, division or department of any county,
city, state or federal government arising out of the CITBC
Financing Agreement, the Additional Term Lender Financing Agreement
or this Financing Agreement, (ii) injunction, writ or restraining
order restraining or prohibiting the consummation of the financing
arrangements contemplated under the CITBC Financing Agreement, the
Additional Term Lender Financing Agreement or this Financing
Agreement or (iii) to the best knowledge of each Company, suit,
action, investigation or proceeding (judicial or administrative)
pending or threatened against any Company, any Pledgor, any
Guarantor or any of their respective Subsidiaries or their assets,
which, in the opinion of the Lender, if adversely determined could
have a Material Adverse Effect.

          (cc)     Disbursement Authorization - The Companies shall
                   --------------------------
have delivered to the Lender all information necessary for the
Lender to issue wire transfer instructions on behalf of the
Companies for the loans and/or advances to be made by the Lender
under this Financing Agreement including, but not limited to,
disbursement authorizations in form acceptable to the Lender.

          (dd)     Examination & Verification; Availability - The
                   ----------------------------------------
Lender shall have completed to the satisfaction of the Lender an
examination and verification of the Accounts, Inventory, books and
records of each Company and each Guarantor.

          (ee)     Existing Revolving Credit Agreement - (i) The
                   -----------------------------------
Companies' existing credit agreement agented by BT Commercial
Corporation shall be terminated, (ii) all loans and obligations of
each Company and/or the Guarantors and each Pledgor thereunder
shall be paid or satisfied in full utilizing the proceeds of the
revolving loans and other financial accommodations to be made under
the CITBC Financing Agreement and the Term Loan to be made under
this Financing Agreement and (iii) all liens upon or security
interest in favor of BT Commercial Corporation, as collateral
agent, in connection therewith shall be terminated and/or released
upon such payment.

          (ff)     D.P. Kelly Payoff - All amounts owed to D.P.
Kelly other than pursuant to the Loan Documents, however evidenced,
incurred prior to the date hereof, shall be fully paid or
refinanced and all liens, mortgages, deeds of trust, security
interests and filings related thereto shall be duly released prior
to the Closing Date, and evidence of such releases, satisfactory to
Lenders, shall be provided to Lenders on or prior to the Closing
Date.

          (gg)     Collateral Assignment of Intercompany Loan - All
                   ------------------------------------------
amounts owed by Viskase Canada to any Company or any Guarantor from
time to time (the "Canada Intercompany Loan") shall be
(i) evidenced by a Promissory Note payable by Viskase Canada to
such Company of Guarantor and (ii) secured by all of the assets of
Viskase Canada pursuant to a security agreement in form and
substance acceptable to Agent (the "Canada Security Agreement").
On the Closing Date, and from time to time thereafter, as
applicable, such Company or Guarantor loaning funds to Viskase
Canada shall execute a Collateral Assignment of Intercompany Note
and Security Agreement of even date herewith  (the "Collateral
Assignment of Intercompany Loan") in favor of the Lender, pursuant
to which such Company or Guarantor shall assign all right, title
and interest in the Canada Intercompany Loan and the Canada
Security Agreement to the Lender as collateral security for the
Obligations, and such Company or Guarantor shall execute such
financing statements, documents, instruments and agreements as
shall be necessary to perfect the foregoing security interest
assignment in favor of the Lender, as the Lender so requests.

          (hh)     All conditions precedent to the consummation of
the CITBC Financing Agreement and the Additional Term Lender
Financing Agreement shall have been satisfied or waived in
accordance with the terms thereof.

Upon the execution of this Financing Agreement and the initial
disbursement of loans hereunder, all of the above conditions
precedent shall have been deemed satisfied except as each Company
and the Lender shall otherwise agree herein or in a separate
writing.

                  SECTION 3.  Term Loan
                              ---------

     3.1     Each Company hereby agrees to execute and deliver to
Lender on the Closing Date, a Term Loan Promissory Note, dated the
Closing Date, payable to the order of the Lender in the principal
amount of Five Million Dollars ($5,000,000).

     3.2     Subject to the terms and conditions hereof, upon
receipt of the Term Loan Promissory Notes, the Lender hereby agrees
to extend to the Companies a portion of the Term Loan in the
original principal amount equal to Five Million Dollars
($5,000,000).

     3.3     The principal amount of the Term Loan shall be due and
payable to the Lender and repaid by the Company, in full in cash on
the Stated Maturity Date.

     3.4     The Companies shall prepay the Term Loan as provided
for in this Agreement, including, without limitation, pursuant to
Section 5.16 hereof.

     3.5     The Companies, at their option, may prepay the Term
Loan at any time, in whole or in part, without penalty or premium,
provided that on each such prepayment, the Companies shall pay
accrued interest on the principal so prepaid to the date of such
prepayment.

                     SECTION 4.  Collateral
                                 ----------

     4.1     As security for the prompt payment in full of all
loans and advances made and to be made to each Company from time to
time by the Lender pursuant hereto, as well as to secure the
payment in full of the other Obligations, each Company hereby
pledges and grants to the Lender, a continuing general lien upon
and security interest in all of such Company's:

          (a)     present and hereafter acquired Inventory;

          (b)     present and hereafter acquired Equipment;

          (c)     present and future Accounts;

          (d)     present and future Documents of Title;

          (e)     present and future General Intangibles;

          (f)     present and future Investment Property;

          (g)     present and future Other Collateral;

          (h)     Real Estate; and

          (i)     any such other property not included under
                  clauses (a) through (h) above that would
                  otherwise be deemed to constitute "Collateral" as
                  defined in the CITBC Loan Documents or the
                  Additional Term Lender Loan Documents, as such
                  agreements may be amended, modified or replaced
                  from time to time;

provided that the Collateral shall not include, and neither Company
shall be deemed to have granted a lien or security interest
hereunder in:

          (i)     any property or asset to the extent, and only for
     so long as, such property is subject to a Permitted
     Encumbrance in favor of CITBC, the lenders under the CITBC
     Financing Agreement, and the Additional Term Lenders which
     specifically restricts the granting of additional liens or
     security interests on such property; provided that (A) such
                                          --------
     lien or security interest constitutes a Permitted Encumbrance
     and (B) the restriction on the granting of additional liens or
     security interests extends only to the property subject to
     such a Permitted Encumbrance and the proceeds thereof;

          (ii)     any contract that prohibits the granting of a
     security interest in such contract or the rights thereunder
     without the consent of the other party(ies) thereto, which
     consent has not been obtained (except to the extent any such
     prohibition would be rendered ineffective or unenforceable
     under applicable laws);

          (iii)     any "Sale-Leaseback Property" as defined in the
     GECC Intercreditor Agreement; or

          (iv)     the specific assets identified on Schedule 4.1
                                                     ------------
     hereto (the "Excluded Assets"); provided, however, that the
     Companies agree to cause the proceeds of the sale of the
     Excluded Assets to be used as set forth in Section 5.16 below.
                                                ------------

     4.2     The security interests granted hereunder shall extend
and attach to:

          (a)     All Collateral which is presently in existence
and which is owned by any Company or in which any Company has any
interest, whether held by any Company or others for its account,
and, if any Collateral is Equipment, whether such Company's
interest in such Equipment is as owner or lessee or conditional
vendee;

          (b)     All Equipment whether the same constitutes
personal property or fixtures, including, but without limiting the
generality of the foregoing, all dies, jigs, tools, benches,
tables, accretions, component parts thereof and additions thereto,
as well as all accessories, motors, engines and auxiliary parts
used in connection with or attached to the Equipment; and

          (c)     All Inventory and any portion thereof which may
be returned, rejected, reclaimed or repossessed by either the
Lender or any Company from such Company's customers, as well as to
all supplies, goods, incidentals, packaging materials, labels and
any other items which contribute to the finished goods or products
manufactured or processed by any Company, or to the sale, promotion
or shipment thereof.

     4.3     Each Company agrees to safeguard, protect and hold all
Inventory for the account of the Lender, and make no disposition
thereof except in the regular course of the business of each
Company; provided, however, that each Company may make bulk sales
of Inventory that is obsolete and non-marketable under ordinary
terms if such Company gives prompt written notice to the Lender
after any such sale.  Inventory may be sold and shipped by each
Company to its customers in the ordinary course of each Company's
business, on open account and on commercially reasonable terms,
provided that, subject to the CITBC Subordination Agreement and the
Additional Term Lender Intercreditor Agreement, all proceeds of all
sales (including cash, accounts receivable, checks, notes,
instruments for the payment of money and similar proceeds) are
forthwith transferred, endorsed, and turned over and delivered to
the Lender.  Upon the sale, exchange, or other disposition of
Inventory, as herein provided, the security interest in each
Company's Inventory provided for herein shall, without break in
continuity and without further formality or act, continue in, and
attach to, all proceeds, including any instruments for the payment
of money, accounts receivable, contract rights, documents of title,
shipping documents, chattel paper and all other cash and non-cash
proceeds of such sale, exchange or disposition.  As to any such
sale, exchange or other disposition, the Lender shall have all of
the rights of an unpaid seller, including stoppage in transit,
replevin, rescission and reclamation.

     4.4     Each Company agrees at its own cost and expense to
keep the Equipment in as good repair and condition as the same is
now or at the time the lien and security interest granted herein
shall attach thereto, reasonable wear and tear excepted, making any
and all repairs and replacements when and where necessary.  Each
Company also agrees to safeguard, protect and hold all Equipment
for the account of the Lender, and make no disposition thereof
(other than dispositions expressly permitted hereunder) unless such
Company first obtains the prior written approval of Lender).  Any
sale, exchange or other disposition of any Equipment (other than
dispositions expressly permitted hereunder) shall only be made by
the Companies with the prior written approval of the Lender, and
the proceeds of any such sales shall not be commingled with any
Company's other property, but shall be segregated, and subject to
the CITBC Subordination Agreement and the Additional Term Lender
Intercreditor Agreement, held by each Company in trust for the
Lender, for the benefit of the Lender, as the Lender's exclusive
property, and shall be delivered immediately by each Company to the
Lender.  Upon the sale, exchange, or other disposition of the
Equipment, as herein provided, the security interest provided for
herein shall, without break in continuity and without further
formality or act, continue in, and attach to, all proceeds,
including any instruments for the payment of money, accounts
receivable, contract rights, documents of title, shipping
documents, chattel paper and all other cash and non-cash proceeds
of such sales, exchanges or dispositions.  As to any such sale,
exchange or other disposition, the Lender shall have all of the
rights of an unpaid seller, including stoppage in transit,
replevin, rescission and reclamation.  Notwithstanding anything set
forth herein to the contrary, each Company may sell, exchange or
otherwise dispose of (a) obsolete Equipment or Equipment no longer
needed in such Company's operations, provided that the then book
value of the Equipment so disposed of does not exceed Five Hundred
Thousand Dollars ($500,000) in the aggregate in any fiscal year and
(b) items of Equipment not listed in or appraised pursuant to the
appraisals described in Section 2.1(aa) above to Subsidiaries,
                        ---------------
provided (I) the Companies shall notify the Lenders of any such
disposition in reasonable detail if the Equipment subject thereto
has a minimum book value of Two Hundred Fifty Thousand Dollars
($250,000.00) per item and (ii) that the aggregate book value of
any such Equipment so disposed to Subsidiaries shall not exceed
Seven Hundred Fifty Thousand Dollars ($750,000.00) in the aggregate
in any fiscal year.  Subject to the CITBC Subordination Agreement
and the Additional Term Lender Intercreditor Agreement, to the
extent that any Equipment is sold, exchanged or otherwise disposed
of pursuant to the preceding sentence, the proceeds of such sales
or dispositions shall be delivered to the Lender in accordance with
the foregoing provisions of this Section 4.4, except that each
                                 -----------
Company may retain and use such proceeds to purchase forthwith
replacement Equipment which such Company determines in its
reasonable business judgment to have a collateral value at least
equal to the Equipment so disposed of or sold, and provided further
that the aforesaid right shall automatically cease upon the
occurrence of an Event of Default which is not waived.

     4.5     The rights and security interests granted hereunder to
the Lender, are to continue in full force and effect, until the
final payment in full to the Lender of all Obligations.  Any delay,
or omission by the Lender to exercise any right hereunder, shall
not be deemed a waiver thereof, or be deemed a waiver of any other
right, unless such waiver be in writing and signed by the Lender.
A waiver on any one occasion shall not be construed as a bar to or
waiver of any right or remedy on any future occasion.

     4.6     To the extent that the Obligations are now or
hereafter secured by any assets or property other than the
Collateral or by the guarantee, endorsement, assets or property of
any other person, then the Lender shall have the right in its sole
discretion to determine which rights, security, liens, security
interests or remedies the Lender shall at any time pursue,
foreclose upon, relinquish, subordinate, modify or take any other
action with respect to, without in any way modifying or affecting
any of them, or any of the Lender's rights hereunder.

     4.7     Any property or assets of any Company in the
possession of the Lender may be held by the Lender as security for
any Obligations and applied in whole or partial satisfaction of
such Obligations when due upon written notice to the Companies.
The liens and security interests granted herein and any other lien
or security interest which the Lender may have in any other assets
of any Company, shall secure payment and performance of all now
existing and future Obligations.

     4.8     This Financing Agreement and the obligation of each
Company to perform all of its covenants and obligations hereunder
are further secured by mortgage(s), deed(s) of trust or
assignment(s) covering the Real Estate including, but not limited
to, the Real Estate Collateral Documents.

     4.9     From time to time, each Company shall deliver to the
Lender, such mortgage(s), deed(s) of trust or assignment(s)
covering the Real Estate or real estate acquired after the date
hereof as the Lender shall require to obtain a valid first lien
thereon, subject only to Permitted Encumbrances.

     4.10     From time to time, each Company, each Guarantor and
each Pledgor shall deliver to the Lender, or shall cause Parent to
deliver to the Lender, such pledge or security agreements with
respect to (a) trademarks, patents, licenses, General Intangibles
and capital stock in each Company and (b) capital stock in any and
all direct Subsidiaries of each Company, each Guarantor and each
Pledgor, as applicable, as the Lender shall require to obtain valid
first liens thereon (subject to Permitted Encumbrances); provided,
however, that in no event shall a pledge of more than 65% of the
equity interests of any foreign entity directly owned be required
so long as applicable law would treat any such pledge in excess of
such amount as a "deemed dividend" to the parent company of such
foreign entity.

     SECTION 5.  Representations, Warranties and Covenants
                 -----------------------------------------

     5.1     Each Company hereby warrants and represents and/or
covenants that:  (a) the fair value of each Company's assets
exceeds the book value of each Company's liabilities; (b) each
Company is generally able to pay its debts as they become due and
payable; (c) no Company has  unreasonably small capital to carry on
its business as it is currently conducted absent extraordinary and
unforeseen circumstances; (d) the consolidated audited balance
sheet and related statements of operations and cash flow and
changes in stockholders' equity for the Parent as of December 31,
1998 and for the fiscal year then ended, and the consolidated
unaudited balance sheet and related statements of operations and
cash flow for the Parent as of March 31, 1999 and for the three
(3) months then ended, have been prepared in accordance with GAAP
and present accurately and fairly in all material respects the
Parent's financial position as at the dates thereof and the
Parent's results of operation for the periods then ended; (e) each
Company is duly organized and validly existing under the laws of
the state of its incorporation, and is qualified to do business in
each State where the failure to so qualify would have a Material
Adverse Effect; (f) Schedule 5.1 hereto correctly and completely
                    ------------
sets forth each Company's chief executive office, all of the
Collateral locations and all tradenames used by each Company;
(g) the execution and delivery of this Financing Agreement by each
Company and the consummation of the transactions contemplated
hereby, do not violate any term, provision or covenant contained in
the Articles or Certificate of Incorporation or Bylaws of any
Company, or any term, provision, covenant or representation
contained in any loan agreement, lease, indenture, mortgage, deed
of trust, note, security agreement or pledge agreement to which any
Company is a signatory or by which any Company or any Company's
assets are bound; (h) except for the Permitted Encumbrances, the
security interests granted herein and in the other Loan Documents
constitute and shall at all times constitute first priority and
exclusive liens on the Collateral; (i) except for the Permitted
Encumbrances, each Company is or will be at the time additional
Collateral is acquired by it, the absolute owner of the Collateral
with full right to pledge, sell, transfer and create a security
interest therein, free and clear of any and all claims or liens in
favor of others; (j) the Indebtedness listed on Schedule 1.1(b)
                                                -------- ------
hereto constitutes all funded indebtedness of each Company existing
as of the date hereof; (k) each Company will at its expense forever
warrant and, at the Lender's request, defend the Collateral from
any and all claims and demands of any other person other than the
Permitted Encumbrances; (l) no Company will grant, create or permit
to exist, any lien upon or security interest in the Collateral, or
any proceeds thereof, in favor of any other person other than the
holders of the Permitted Encumbrances; and (m) each Company will
provide the Lender with prior written notice of any change in the
location of any Collateral.

     5.2     Each Company agrees to maintain books and records
pertaining to the Collateral in such detail, form and scope as the
Lender shall reasonably require.  Each Company agrees that Lender
and/or Lender's designated agents (at Lender's expense), may enter
upon each Company's offices, or other premises at any time during
normal business hours and upon reasonable notice of at least one
(1) Business Day prior to an Event of Default, and from time to
time, in order to (a) examine and inspect the books and records of
each Company, and make copies thereof and take extracts therefrom,
and (b) verify, inspect, appraise and perform physical counts and
other valuations of the Collateral and any and all records
pertaining thereto; provided, however, that so long as no Event of
Default exists and is continuing, the number of such examinations,
inspections, appraisals, physical counts and other valuations shall
be limited to four (4) per annum.  All reasonable costs, fees and
expenses incurred by the Lender in connection with such
examinations, inspections, appraisals, physical counts and other
valuations shall constitute Out-of-Pocket Expenses for purposes of
this Financing Agreement.

     5.3     Each Company agrees to execute and deliver to the
Lender, from time to time, solely for the Lender's convenience in
maintaining a record of the Collateral, such written statements,
schedules and other information and documentation as the Lender may
reasonably require, designating, identifying or describing the
Collateral.  Without limiting the foregoing, each Company shall
deliver to Additional Term copies of all schedules and statements
delivered to CITBC pursuant to the CITBC Financing Agreement,
including, without limitation, pursuant to Section 7.3 thereof,
simultaneously with the delivery of such schedules and statements
to CITBC.  Any Company's failure, however, to promptly give the
Lender such statements or schedules shall not affect, diminish,
modify or otherwise limit the security interests of the Lender, in
the Collateral.

     5.4     Each Company agrees to comply with the requirements of
all state and federal laws in order to grant to the Lender, valid
and perfected first security interests in the Collateral, subject
only to the Permitted Encumbrances.  The Lender is hereby
authorized by each Company to file any financing statements
covering the Collateral whether or not such Company's signature
appears thereon.  Each Company agrees to do whatever the Lender
reasonably may request from time to time, by way of:  (a) filing
notices of liens, financing statements, amendments, renewals and
continuations thereof; (b) cooperating with the Lender's designated
agents and employees; (c) keeping Collateral records;
(d) transferring proceeds of Collateral to the Lender's possession
in accordance with the terms hereof; and (e) performing such
further acts as the Lender reasonably may require in order to
effect the purposes of this Financing Agreement.

     5.5     (a)     Each Company agrees to maintain insurance on
the Real Estate, Equipment and Inventory under such policies of
insurance, with such insurance companies, in such reasonable
amounts and covering such insurable risks as are at all times
reasonably satisfactory to the Lender (the "Required Insurance").
All policies covering the Real Estate, Equipment and Inventory are,
subject to the rights of any holders of Permitted Encumbrances
holding claims senior to the Lender, to be made payable to the
Lender, for the benefit of the Lender, in case of loss, under a
standard non-contributory "mortgagee", "lender" or "secured party"
clause and are to contain such other provisions as the Lender
reasonably may require to fully protect the Lender's interests in
the Real Estate, Inventory and Equipment and to any payments to be
made under such policies.  All summaries of such policies are to be
delivered to the Lender.  All such insurance policies shall be
prepaid, with a loss payable endorsement in favor of the Lender,
for the benefit of the Lender, and shall provide for not less than
thirty (30) days prior written notice to the Lender of the exercise
of any right of cancellation.  Upon the occurrence of an Event of
Default which is not waived, the Lender shall, subject to the
rights of any holders of Permitted Encumbrances holding claims
senior to the Lender, have the sole right, in the name of the
Lender or any Company, to file claims under any insurance policies,
to receive, receipt and give acquittance for any payments that may
be payable thereunder, and to execute any and all endorsements,
receipts, releases, assignments, reassignments or other documents
that may be necessary to effect the collection, compromise or
settlement of any claims under any such insurance policies.

          (b)     Unless any Company provides the Lender with
evidence of the Required Insurance in the manner set forth in
paragraph (a) above, the Lender may, upon prior notice to the
Companies, purchase insurance at each Company's expense to protect
the interests of the Lender in the Collateral.  The insurance
purchased by the Lender may, but need not, protect such Company's
interests in the Collateral, and therefore such insurance may not
pay any claim which any Company makes or any claim which is made
against any Company in connection with the Collateral.  The
Companies may later request that the Lender cancels any insurance
purchased by the Lender, but only after providing the Lender with
satisfactory evidence that the Companies have the Required
Insurance.  If the Lender purchases insurance covering all or any
portion of the Collateral, the Companies shall be responsible for
the costs of such insurance, including interest (at the applicable
rate set forth hereunder) and other charges accruing on the
purchase price therefor, until the effective date of the
cancellation or the expiration of the insurance.  The costs of the
premiums of any insurance purchased by the Lender may exceed the
costs of insurance which the Companies may be able to purchase on
their own.  In the event that the Lender purchases insurance, the
Lender will notify the Representative of such purchase within
thirty (30) days after the date of such purchase.  If, within
thirty (30) days of the date of such notice, the Companies provide
the Lender with proof that the Companies had the Required Insurance
as of the date on which the Lender purchased insurance and the
                                                       ---
Companies have continued at all times thereafter to have the
Required Insurance, then the Lender agrees to cancel the insurance
purchased by the Lender and reimburse the Companies by the amount
of all costs, interest and other charges associated with such
insurance.

          (c)
                (i)     Subject to the CITBC Subordination
     Agreement and the Additional Term Lender Intercreditor
     Agreement, in the event of any loss or damage by condemnation,
     fire or other casualty, insurance proceeds relating to
     Inventory that are paid to the Lender shall reduce the
     Obligations.

                (ii)     Subject to the CITBC Subordination
     Agreement and the Additional Term Lender Intercreditor
     Agreement, in the event any part of the Company's Real Estate
     or Equipment is condemned or damaged by fire or other casualty
     and the insurance or condemnation proceeds for such
     condemnation, damage or other casualty are paid to the Lender
     (the "Proceeds"), the Lender shall promptly apply such
     Proceeds to reduce the Obligations.

               (iii)     As long as an Event of Default has not
     occurred (which is not waived), the Companies have sufficient
     business interruption insurance to replace the lost profits of
     any Company's facilities, the Companies may elect (by
     delivering written notice to the Lender) to replace, repair or
     restore such Real Estate or Equipment to substantially the
     equivalent condition prior to such condemnation, fire or other
     casualty as set forth herein.  If the Companies do not, or
     cannot, elect to use the Proceeds as set forth above, the
     Lender may, subject to the CITBC Subordination Agreement and
     the D.P. Kelly Intercreditor Agreement and the rights of any
     holders of Permitted Encumbrances holding claims senior to the
     Lender, apply the Proceeds to the payment of the Obligations.

               (iv)     Prior to the commencement of any
     restoration, repair or replacement of Real Estate, the
     Companies shall provide the Lender with a restoration plan and
     a total budget certified by an independent third party
     experienced in construction costing.  If there are
     insufficient Proceeds to cover the cost of restoration as so
     determined, the Companies shall be responsible for the amount
     of any such deficiency, and shall fund such deficiency.
     Completion of restoration shall be evidenced by a final,
     unqualified certification of the design architect employed, if
     any; an unconditional certificate of occupancy, if applicable;
     such other certification as may be required by law; or if none
     of the above is applicable, a written good faith determination
     of completion by the Companies (herein collectively the
     "Completion").

               (v)     The Companies agree to pay any reasonable
     costs, fees or expenses which the Lender may reasonably incur
     in connection with this Section 5.5.


     5.6     The Companies agree to pay, prior to the imposition of
any lien or penalty (other than Permitted Encumbrances), all taxes,
assessments, claims and other charges (herein "taxes") lawfully
levied or assessed upon any Company or the Collateral, including,
without limitation, all sales taxes collected by any Company on
behalf of any Company's customers in connection with sales of
Inventory.  If such taxes remain unpaid after such date (unless
such taxes are being diligently contested in good faith by such
Company by appropriate proceedings), or if any lien shall be
claimed thereunder (a) for taxes due the United States of America
or (b) which in the Lender's opinion secures an obligation having
priority over the rights granted to the Lender's herein, then the
Lender may, on behalf of the Companies, pay such taxes, and the
amount thereof shall be an Obligation secured hereby and due to the
Lender on demand.

     5.7
          (a)     Each Company agrees to comply with all acts,
rules, regulations and orders of any legislative, administrative or
judicial body or official, which the failure to comply with would
have a Material Adverse Effect on such Company, provided that any
Company may contest any acts, rules, regulations, orders and
directions of such bodies or officials in any reasonable manner
which will not, in the Lender's reasonable opinion, materially and
adversely effect the Lender's rights or priorities in the
Collateral.

          (b)     Without limiting the generality of paragraph (a)
above, each Company agrees to comply with all environmental
statutes, acts, rules, regulations or orders, as presently existing
or as adopted or amended in the future, applicable to the ownership
and/or use of its real property and operation of its business, if
the failure to so comply would have a Material Adverse Effect on
such Company.  Each Company hereby indemnifies the Lender, and
agrees to defend and hold the Lender harmless, from and against any
and all loss, damage, claim, liability, injury or expense which the
Lender or the Lender may sustain or incur in connection with any
claim or expense asserted against the Lender as a result of any
environmental pollution, hazardous material or environmental clean-
up of any Company's owned or leased real property; or any claim or
expense which results from any Company's operations (including, but
not limited to, the Company's off-site disposal practices) except
as a result of the gross negligence or willful misconduct of
Lender, and each Company further agrees that this indemnification
shall survive the payment of all Obligations or amounts payable
hereunder.  No Company shall be deemed to have breached any
provision of this Section 5.7 if (i) the failure to comply with the
                  -----------
requirements of this Section 5.7 resulted from good faith error or
                     -----------
innocent omission, (ii) the Companies promptly commence and
diligently pursue a cure of such breach and (iii) such failure is
cured within fifteen (15) Business Days following any Company's
receipt of notice of such failure.

          (c)     As of the date hereof, each Company represents
and warrants to the Lender that except as disclosed on Schedule 5.7
                                                       ------------
attached hereto, (i) none of the operations of any Company are, to
their knowledge after diligent inquiry, the subject of any federal,
state or local investigation to determine whether any remedial
action is needed to address the presence or disposal of any
environmental pollution, hazardous material or environmental clean-
up of the Real Estate or any Company's leased real property,
(ii) no Company has any known contingent liability with respect to
any release of any environmental pollution or hazardous material,
(iii) each Company presently is in compliance with all
environmental statutes, acts, rules, regulations or orders
applicable to each Company's owned or leased real property or the
operation of each Company's business, except where the failure to
be in such compliance would not have a Material Adverse Effect,
(iv) no enforcement proceeding, complaint, summons, citation,
notice, order, claim, litigation, investigation, letter or other
communication from a federal, state or local authority has been
filed against or delivered to any Company, regarding or involving
any release of any environmental pollution or hazardous material on
any real property now or previously owned or leased by any Company,
and (v) each Company has obtained and maintains all permits,
approvals, authorizations and licenses, if any, required by
applicable environmental statutes, acts, rules, regulations and
orders, except where the failure to have such permits, approvals,
authorizations or licenses would not have a Material Adverse Effect
on such Company.

     5.8     Until payment and satisfaction of all Obligations due
hereunder, each Company agrees that, unless the Lender shall have
otherwise consented in writing, the Companies will furnish to the
Lender:  (a) within ninety (90) days after the end of each fiscal
year of the Parent, a Consolidated Balance Sheet and a
Consolidating Balance Sheet as at the close of such year, and
statements of operations, cash flow and reconciliation of
stockholders' equity for such year, in the case of the Consolidated
Balance Sheet and related statements audited by such independent
public accountants selected by the Parent and satisfactory to the
Lender, together with the unqualified opinion of the accountants
preparing such financial statements (except that for the fiscal
year 2000 audited financial statements, the opinion of such
accountants may be qualified, if necessary, for the sole purpose of
reflecting that, as of the date of such opinion, the Companies do
not have a financing commitment in place for the period commencing
on the Termination Date); (b) within forty-five (45) days of the
end of each fiscal quarter, a Consolidated Balance Sheet and a
Consolidating Balance Sheet as at the end of such fiscal quarter,
and a consolidated statement of operations and cash flow for such
fiscal quarter and for the period commencing on the first day of
the current fiscal quarter through the end of such fiscal quarter;
(c) within thirty-five (35) days after the end of each fiscal
month, a Consolidated Balance Sheet and a Consolidating Balance
Sheet as at the end of such fiscal month, and a consolidated
statement of operations and cash flow for such fiscal month and for
the period commencing on the first day of the current fiscal year
through the end of such fiscal month; (d) no later than thirty
(30) days after the beginning of each fiscal year, monthly
projections of the Consolidated Balance Sheet, Consolidating
Balance Sheet, the consolidated and consolidating statements of
operations and cash flow of Parent; and (e) from time to time, such
further information regarding the business affairs and financial
condition of each Company as the Lender may reasonably request.
Each financial statement which the Companies are required to submit
hereunder must be accompanied by an officer's certificate, signed
by the Treasurer or Chief Financial Officer of Representative,
pursuant to which such officer must certify that:  (x) the
financial statement(s) fairly and accurately represent(s) Parent's
and the Companies' financial condition at the end of the particular
accounting period, as well as Parent's and the Companies' operating
results during such accounting period, subject to year-end audit
adjustments; (y) during the particular accounting period (i) there
has occurred no Default or Event of Default under this Financing
Agreement, or, if any such officer has knowledge that any such
Default or Event of Default, has occurred during such period, the
existence of and a detailed description of same shall be set forth
in such officer's certificate, and (ii) no Company has received any
notice of cancellation with respect to its property insurance
policies; and (z) the exhibits attached to such financial
statement(s) constitute detailed calculations showing compliance
with all financial covenants contained in this Financing Agreement.

     5.9     Until payment and satisfaction in full of all
Obligations due hereunder, each Company agrees that, without the
prior written consent of the Lender, except as otherwise herein
provided, no Company will, and will not permit any Guarantor or
Subsidiary to:

          (a)     Except for transfers of assets permitted under
Section 5.9(c) below and Permitted Encumbrances, mortgage, assign,
--------------
pledge, transfer or otherwise permit any lien, charge, security
interest, encumbrance or judgment, (whether as a result of a
purchase money or title retention transaction, or other security
interest, or otherwise) to exist on any of its assets or goods,
whether real, personal or mixed, whether now owned or hereafter
acquired;

          (b)     Incur or create any Indebtedness other than the
Permitted Indebtedness;

          (c)     Sell, lease, assign, transfer or otherwise
dispose of (i) Collateral, except as otherwise specifically
permitted by this Financing Agreement, or (ii) either all or any
substantial part of its assets, if any, which do not constitute
Collateral; provided, however, that transfers of Inventory solely
among the Companies and/or the Guarantors (other than Parent) shall
be permitted hereunder so long as any such transfer would be
classified as an Intercompany Receivable, (B) sales or dispositions
of Excluded Assets shall be permitted hereunder, and (C) sales or
transfers of Collateral to either Company by the other Company or
by any Subsidiary to any Company shall be permitted hereunder;

          (d)     (i) Merge or consolidate with any other entity;
provided, however, that (x) any Company may merge or consolidate
with any Guarantor (other than Parent) and (y) any non-Guarantor
Subsidiary may merge or consolidate with any other non-Guarantor
Subsidiary; (ii) change its corporate name or principal place of
business without at least thirty (30) days prior written notice to
the Lender, (iii) change the form of its organization from for-
profit corporation or (iv) enter into or engage in any operation or
activity materially different from that presently being conducted
by either Company;

          (e)     Assume, guarantee, endorse, or otherwise become
liable upon the obligations of any person, firm, entity or
corporation, except (i) by the endorsement of negotiable
instruments for deposit or collection or similar transactions in
the ordinary course of business, (ii) existing guaranties listed on
Schedule 5.9(e) hereof, (iii) guaranties in favor of CITBC,
---------------
individually and as agent and the other lenders under the CITBC
Loan Documents, the Additional Term Lenders under the Additional
Term Lender Loan Documents and the Lender under the Loan Documents,
(iv) guaranties entered into in the ordinary course of business by
any Company or any Guarantor of the obligations of any Company or
any Guarantor, (v) guaranties entered into in the ordinary course
of business by any Subsidiary that is not a Guarantor of the
obligations of any other Subsidiary that is not a Guarantor, and
(vi) guaranties entered into in connection with the refinancing of
any Indebtedness permitted to be guaranteed by this Section,
provided that the guarantor thereof was previously guaranteeing the
Indebtedness being refinanced and the principal amount of such
Indebtedness being refinanced shall not be increased from such
principal amount outstanding on the day prior to the date of such
refinancing; provided, however, that the principal amount of such
Indebtedness being guaranteed may be increased by up to Two Million
Five Hundred Thousand ($2,500,000.00) if, and only if, such
Indebtedness is Permitted Indebtedness;

          (f)     Declare or pay any dividend or distribution of
any kind on, or purchase, acquire, redeem or retire, any of
Parent's or any Company's equity interests (of any class or type
whatsoever), whether now or hereafter issued and outstanding, other
than Permitted Distributions;

          (g)     Create any new Subsidiary, or make any advance or
loan to, or any investment in, or acquire all or substantially all
of the assets or capital stock of, or other equity interests in,
any firm, entity, person or corporation, other than (i) investments
in the Subsidiaries, (ii) Permitted Investments, (iii) loans
constituting Permitted Indebtedness hereunder, and (iv) advances to
officers and directors in the ordinary course of business for
travel expenses, employment relocation programs and similar
business expenses subject to a limit of Seven Hundred
Fifty Thousand Dollars ($750,000) in the aggregate at any one time
outstanding; provided, however that such limit shall not apply with
respect to legally required and permissible indemnification of
officers and directors;

          (h)     Amend or modify any provision of the Lease
Documents to the extent such amendments or modifications would
(i) accelerate the term or maturity date of any obligations
thereunder, (ii) increase the amount of rental payments, royalty
payments or other payments required thereunder, (iii) accelerate
any obligations thereunder, (iv) increase the amount of any
interest or royalty rate attributable thereto, or (v) otherwise
impose any covenant, term, restriction, condition or obligation
determined by the Lender, in its reasonable discretion, to be
materially more restrictive or burdensome to any Company or Parent
than existed prior to such amendment or modification.  It is
understood and agreed that to the extent an amendment or
modification of the Lease Documents is permissible hereunder, the
Lender shall be promptly provided with a copy thereof;

          (i)     Amend or modify any provision of any of the
Additional Term Lender Loan Documents;

     5.10     Until payment and satisfaction in full of all
Obligations hereunder, each Company shall:

          (a)     cause Parent to maintain at all times during the
periods below a Tangible Net Worth of not less than the amount set
forth below for the applicable period:

<TABLE>
<CAPTION>
Quarterly Period Ending   Tangible Net Worth    Quarterly Period Ending    Tangible Net Worth
-----------------------   ------------------    -----------------------    ------------------
<S>                       <C>                   <C>                        <C>
June 30, 1999               $ 99,000,000           June 30, 2000             $88,000,000
                            ------------                                     -----------
September 30, 1999          $ 95,000,000           September 30, 2000        $86,000,000
                            ------------                                     -----------
December 31, 1999           $ 91,000,000           December 31, 2000         $86,000,000
                            ------------                                     -----------
March 31, 2000              $ 88,000,000           March 31, 2001            $82,000,000
                            ------------                                     -----------
                                                   June 30, 2001 and
                                                   each quarter thereafter   $83,000,000
                                                                             -----------
</TABLE>

           (b)     maintain at the end of each fiscal quarter
during the periods set forth below a Fixed Charge Coverage Ratio of
not less than the ratio set forth below for the applicable period
(measured as follows:  (i) for the quarter ending June 30, 1999,
measured on a trailing basis taking into account the prior quarter;
(ii) for the quarter ending September 30, 1999, measured on a
trailing basis taking into account the prior two (2) quarters;
(iii) for the quarter ending December 31, 1999, measured on a
trailing basis taking into account the prior three (3) quarters;
and (iv) for the quarter ending March 31, 2000 and each fiscal
quarter thereafter, measured on a rolling four (4) quarter basis
taking into account such quarter and the prior three (3) fiscal
quarters):

<TABLE>
<CAPTION>
Fiscal Quarter Ending       Ratio         Fiscal Quarter Ending          Ratio
---------------------   -------------     ---------------------     ---------------
<S>                     <C>              <C>                       <C>
June 30, 1999            0.61 to 1.0      June 30, 2000              0.75 to 1.0
September 30, 1999       0.80 to 1.0      September 30, 2000         0.84 to 1.0
December 31, 1999        0.80 to 1.0      December 31, 2000          0.89 to 1.0
March 31, 2000           0.68 to 1.0      March 31, 2001             0.91 to 1.0
                                          June 30, 2001 and
                                          each fiscal quarter
                                          thereafter                 0.93 to 1.0

           (c)     maintain at the end of each quarter during
the periods set forth below a Leverage Ratio of no more than
the ratio set forth below for the applicable period:


</TABLE>
<TABLE>
<CAPTION>
Quarterly Period Ending         Ratio          Quarterly Period Ending          Ratio
-----------------------    ---------------     -----------------------      -------------
<S>                         <C>                <C>                         <C>
June 30, 1999                 45 to 1.0          June 30, 2000               35 to 1.0
September 30, 1999            40 to 1.0          September 30, 2000          35 to 1.0
December 31, 1999             35 to 1.0          December 31, 2000           30 to 1.0
March 31, 2000                42 to 1.0          March 31, 2001              37 to 1.0
                                                 June 30, 2001 and
                                                 each quarter thereafter     30 to 1.0
</TABLE>

     5.11     Without the prior written consent of the Lender, the
Parent, on a consolidated basis with its Subsidiaries, will not:
(a) enter into any Operating Lease if after giving effect thereto
the aggregate obligations with respect to Operating Leases of the
Companies during any fiscal year would exceed Seven Million Dollars
($7,000,000), or (b) make any Capital Expenditures (whether subject
to a security interest or otherwise) during any fiscal year in the
aggregate amount in excess of:

              (i)     $28,000,000.00 for the fiscal year ending
                      December 31, 1999;
              (ii)    $14,000,000.00 for the fiscal year ending
                      December 31, 2000;
              (iii)   $7,500,000.00 for the six (6) month period
                      ending June 30, 2001;

provided that if the maximum amount set forth above for any year
--------
exceeds the aggregate amount of Capital Leases and Capital
Expenditures made or incurred (or committed to be made or incurred)
during such period, then the maximum amount set forth above for the
following period(s) shall be increased by up to Three Million
Dollars ($3,000,000) of the amount of such excess.

     5.12     The Company agrees to advise the Lender in writing of
(a) all expenditures (actual or anticipated) in excess of
Five Hundred Thousand Dollars ($500,000.00) for (i) environmental
clean-up, (ii) environmental compliance or (iii) environmental
testing and the impact of said expenses on any Company's Working
Capital, and (b) any notices any Company receives from any local,
state or federal authority advising any Company of any
environmental liability (real or potential) stemming from any
Company's operations, its premises, its waste disposal practices,
or waste disposal sites used by any Company and to provide the
Lender with copies of all such notices if so required.

     5.13     Without the prior written consent of the Lender, each
Company agrees that it will not enter into any transaction,
including, without limitation, any purchase, sale, lease, loan or
exchange of property, with any person or entity affiliated with
either Parent, any Company or any Subsidiary, unless such
transaction otherwise complies with the provisions of this
Financing Agreement and is on arms-length terms, except that the
foregoing restrictions shall not apply to (a) Intercompany
Receivables, (b) fees payable to members of the Board of Directors
of Parent in the ordinary course of business consistent with past
practice, except the amount of such fees may be increased by ten
percent (10%) per annum, and (c) advances of expenses otherwise
permitted by this Agreement.

     5.14     Each Company, each Guarantor and each Subsidiary
shall take all actions reasonably necessary to assure that its
computer-based systems are able to effectively process date-
sensitive data functions.  Each Company represents and warrants to
the Lender that the "Year 2000" problem (that is, the inability of
certain computer applications to recognize and properly perform
date-sensitive functions involving dates subsequent to December 31,
1999) will not have a Material Adverse Effect on any such entity.
Each Company, each Guarantor and each Subsidiary reasonably
anticipates that all computer applications which are material to
the operation of its business will, on a timely basis, properly
perform date-sensitive functions on and after January 1, 2000.
Upon the Lender's request from time to time, each Company shall
provide the Lender with assurances, in form and substance
reasonably satisfactory to the Lender, that each Company's, each
Guarantor's and each Subsidiary's computer systems and applications
are, or will be, Year 2000 compliant on a timely basis.

     5.15     Each Company hereby represents and warrants to the
Lender that Viskase Holding has no creditors with respect to
Indebtedness (other than the Lender under the Guaranty, CITBC under
the CITBC Loan Documents and Additional Term Lender under the
Additional Term Lender Loan Documents) and no trade credit of any
kind as of the date hereof.  Each Company hereby covenants to
Lender that it shall cause Viskase Holding not to incur any
additional Indebtedness and/or trade credit.

     5.16     Subject to the payment in full of the $50,000,000
term loan under the CITBC Financing Agreement, and the terms of the
Additional Term Lender Intercreditor Agreement, the Companies agree
to utilize all net proceeds received by either of them, any
Guarantor or any Subsidiary of the sale, transfer or other
disposition of the (i) capital stock of any Company or Guarantor,
or (ii) substantially all the assets of any Company or Guarantor to
pay the Obligations.

     5.17     Each Company hereby represents and warrants to the
Lender that its execution and delivery of a guaranty and grant of
a security interest in its assets to support Parent's obligations
under the Senior Secured Notes was for fair consideration and that
a substantial portion of the proceeds of the Senior Secured Notes
were used to pay direct obligations of the Companies as well as to
provide funds to the Companies for working capital and capital
expenditures.

     5.18     Each Company hereby represents and warrants that the
Lease Documents were entered into on December 18, 1990 and have not
been amended or modified since such date except for (a) certain
Lease Supplements dated as of December 28, 1990, July 24, 1991,
respectively, and (b) a certain Amendment No. 1 to Participation
Agreement dated July 24, 1991, and a Waiver to Participation
Agreement dated on or about the date hereof.  Each Company hereby
further represents and warrants that true and correct copies of the
Lease Documents, as so amended, have been provided to the Lender.

     5.19     Each Company hereby represents and warrants that each
of Viskase Argentina and Viskase De Mexico S.A. de C.V. have ceased
all business operations.  Each Company covenants and agrees that it
will not conduct any business within such entities until such time
as 65% of the capital stock of each such entity has been pledged to
the Lender, pursuant to pledge  arrangements in form and substance
satisfactory to the Lender.

     5.20     Each Company hereby represents and warrants that it
has delivered to the Lender pursuant to Section 2.2(c) hereof true,
correct and complete copies of the CITBC Loan Documents.

     5.21     Each Company hereby represents and warrants that it
has delivered to the Lender pursuant to Section 2.2(d) hereof true,
correct and complete copies of the Additional Term Lender Loan
Documents.

             SECTION 6.  Interest, Fees and Expenses
                         ---------------------------

     6.1     Interest on the outstanding balance of the Term Loan
shall be payable monthly to the Lender on the first Business Day of
each month and shall accrue at a rate per annum equal to the
Applicable Rate.  All interest rates shall be calculated based on
a 360 day year.

     6.2     On demand, the Companies shall reimburse or pay to the
Lender all Out-of-Pocket Expenses and the Documentation Fee.

     6.3     After the occurrence and during the continuance of an
Event of Default, each Company shall pay the Lender's standard
charges for, and the reasonable fees and expenses of, the Lender's
personnel used by the Lender for reviewing the books and records of
each Company and for verifying, testing protecting, safeguarding,
preserving or disposing of all or any part of the Collateral.

                      SECTION 7.  Powers
                                  ------

     7.1     Each Company hereby constitutes the Lender, or any
person or agent which the Lender may designate, as its attorney-in-
fact, at each Company's cost and expense, to exercise all of the
following powers, which being coupled with an interest, shall be
irrevocable until all of the Obligations have been paid in full:

          (a)     To receive, take, endorse, sign, assign and
deliver, all in the name of the Lender or any Company, any and all
checks, notes, drafts, and other documents or instruments relating
to the Collateral;

          (b)     To receive, open and dispose of all mail
addressed to each Company and to notify postal authorities to
change the address for delivery thereof to such address as the
Lender may designate;

          (c)     To request from customers indebted on Accounts at
any time, in the name of the Lender or any Company or that of the
Lender's designee, information concerning the amounts owing on the
Accounts;

          (d)     To transmit to customers indebted on Accounts
notice of the Lender's interests therein and to notify customers
indebted on Accounts to make payment directly to the Lender, for
each Company's account; and

          (e)     To take or bring, in the name of the Lender
and/or any Company, all steps, actions, suits or proceedings deemed
by the Lender necessary or desirable to enforce or effect
collection of the Accounts.

     7.2     Notwithstanding anything set forth herein to the
contrary, the powers set forth in paragraphs (b), (d) and (e) of
Section 7.1 may only be exercised after the occurrence of an Event
-----------
of Default and until such time as such Event of Default is waived.

               SECTION 8.  Events of Default and Remedies
                           ------------------------------

     8.1     Notwithstanding any provision of this Financing
Agreement to the contrary, an "Event of Default" shall mean the
occurrence or existence of one or more of the following events or
conditions (whatever the reason for such Event of Default and
whether voluntary, involuntary or effected by operation of law):

          (a)     cessation of the business of Parent, any Company
or any Guarantor or the calling of a meeting of the creditors of
any of them for purposes of compromising the debts and obligations
of any Company;

          (b)     the failure of the Parent, any Company or any
Guarantor to generally meet its debts as those debts mature;

          (c)     the commencement by or against the Parent, any
Company or any Guarantor of any bankruptcy, insolvency,
arrangement, reorganization, receivership or similar proceedings
under any federal or state law, provided that in the event of any
involuntary proceeding commenced against any Company and such
proceeding is not dismissed or discharged within thirty (30) days
after commencement thereof;

          (d)     (i) breach by any Company of any covenant
contained herein (other than those referred to in paragraph (e)
below) or in any of the other Loan Documents, provided that such
breach by any Company of any of the covenants referenced in this
paragraph (d) shall not be deemed to be an Event of Default unless
and until such breach shall remain unremedied to the Lender's
satisfaction for a period of fifteen (15) days from the date of
such breach or (ii) any representation or warranty contained herein
shall be false or misleading in any material respect when made or
remade;

          (e)     breach by any Company of any warranty,
representation or covenant of Section 3, Sections 4.3 and 4.4
                              ---------  ------------     ---
(other than the first sentence of Section 4.4), and Sections 5.1,
                                  -----------       ------------
5.5, 5.6, 5.9 through 5.11, inclusive, and 5.16;
---  ---  ---         ----                 ----

          (f)     failure of any Company to pay any of the
Obligations on the due date thereof;

          (g)     any Company shall (i) engage in any "prohibited
transaction" as defined in ERISA, (ii) incur any "accumulated
funding deficiency" as defined in ERISA, (iii) incur any
"Reportable Event" as defined in ERISA, (iv) terminate any "Plan",
subject to Title IV of  ERISA or (v) engage in any proceeding in
which the Pension Benefit Guaranty Corporation shall seek
appointment, or is appointed, as trustee or administrator of any
Plan, as defined in ERISA; and with respect to this paragraph (g)
such event or condition (x) remains uncured for a period of thirty
(30) days from date of occurrence and (y) could subject any Company
to any tax, penalty or other liability that could reasonably be
expected to have a Material Adverse Effect;

          (h)     an event of default (after all applicable cure
periods with respect thereto have expired) or an "Event of Default"
shall occur under any of the other Loan Documents;

          (i)     any Company shall make any payment in connection
with the Additional Term Lender Loan Documents except as expressly
permitted in the CITBC-Additional Term Lender Subordination
Agreement and the Additional Term Lender Intercreditor Agreement;

          (j)     the occurrence of any event of default (after
giving effect to any applicable grace or cure periods) under (i)
CITBC Loan Documents or the Additional Term Lender Loan Documents
or (ii) any other Indebtedness of any Company having a principal
amount in excess of Two Million Five Hundred Thousand Dollars
($2,500,000); or

          (k)     a default (after all applicable cure periods with
respect thereto have expired) or an "Event of Default" shall occur
under any of the Lease Documents.

     8.2     Upon the occurrence of an Event of Default, the Lender
may, at its option: (a) declare all Obligations immediately due and
payable; and (b) charge each Company the Default Rate of Interest
on all then outstanding or thereafter incurred Obligations in lieu
of the interest provided for in Section 6 of this Financing
                                ---------
Agreement; provided that, with respect to this clause (b), the
           -------- ----
Lender give Representative written notice of the Event of Default
(provided that no notice is required if the Event of Default is the
Event listed in paragraph (c) of Section 8.1) and the Companies
                                 -----------
fail to cure the Event of Default to the Lender's satisfaction
within ten (10) days after Representative is deemed to have
received such notice hereunder (or within ten (10) days of the
occurrence of the Event of Default, in the case of an Event of
Default listed in paragraph (c) of Section 8.1).  The exercise of
                                   -----------
any option is not exclusive of any other option which may be
exercised at any time by any of the Lender.

     8.3     Immediately after the occurrence and during the
continuance of any Event of Default, the Lender may, at its option,
(a) remove from any premises where same may be located any and all
documents, instruments, files and records, and any receptacles or
cabinets containing same, relating to the Accounts, or the Lender
may use, at each Company's expense, such of each Company's
personnel, supplies or space at each Company's places of business
or otherwise, as may be necessary to properly administer and
control the Accounts or the handling of collections and
realizations thereon; (b) bring suit, in the name of any Company,
and/or any of the Lender, and generally shall have all other rights
respecting said Accounts, including, without limitation, the right
to (i) accelerate or extend the time of payment, (ii) settle,
compromise, release in whole or in part any amounts owing on any
Accounts and (iii) issue credits in the name of any Company and/or
the Lender; (c) sell, assign and deliver the Collateral and any
returned, reclaimed or repossessed merchandise, with or without
advertisement, at public or private sale, for cash, on credit or
otherwise, at the Lender's sole option and discretion, and the
Lender may bid or become a purchaser at any such sale, free from
any right of redemption, which right is hereby expressly waived by
each Company; (d) foreclose their security interests in the
Collateral by any available judicial procedure, or take possession
of any or all of the Inventory and/or Other Collateral without
judicial process, and enter any premises where any Inventory and/or
Other Collateral may be located for the purpose of taking
possession of or removing the same, and (e) exercise any other
rights and remedies provided in law, in equity, by contract or
otherwise.  For the purpose of enabling the Lender to exercise
rights and remedies hereunder, the Companies hereby grant to the
Lender to the extent assignable, licensable, or sublicensable,
without breaching any underlying agreements with third parties, an
irrevocable, nonexclusive license (exercisable without payment of
royalty or other compensation to the Companies) to use, assign,
license or sublicense any of the General Intangibles.  After the
occurrence and during the continuance of an Event of Default, the
Lender shall have the right, without notice or advertisement, to
sell, lease, or otherwise dispose of all or any part of the
Collateral whether in its then condition or after further
preparation or processing, in the name of each Company and/or the
Lender, or in the name of such other party as the Lender may
designate, either at public or private sale or at any broker's
board, in lots or in bulk, for cash or for credit, with or without
warranties or representations, and upon such other terms and
conditions as the Lender in its sole discretion may deem advisable.
Lender shall have the right to purchase at any such sale.  If any
Inventory shall require rebuilding, repairing, maintenance or
preparation, Lender shall have the right, at its option, to do such
of the aforesaid as is necessary, for the purpose of putting the
Inventory in such saleable form as such Lender shall deem
appropriate.  Each Company agrees, at the request of the Lender, to
assemble the Inventory and to make it available to the Lender at
premises of each Company or elsewhere, and to make available to the
Lender the premises and facilities of each Company for the purpose
of the Lender's taking possession of, removing or putting the
Inventory in saleable form.  However, if notice of intended
disposition of any Collateral is required by law, it is agreed that
ten (10) days notice shall constitute reasonable notification and
full compliance with the law. The net cash proceeds resulting from
the exercise of any of the foregoing rights (after deducting all
charges, costs and expenses, including reasonable attorneys' fees)
shall be applied by the Lender to the payment of the Obligations,
whether due or to become due, in such order as the Lender may
elect, and each Company shall remain liable to the Lender for any
deficiencies.  The Lender in turn agrees to remit to each Company
or its successors or assigns, any surplus resulting therefrom.  The
enumeration of the foregoing rights is not intended to be
exhaustive and the exercise of any right shall not preclude the
exercise of any other rights by the Lender, all of which shall be
cumulative.  The mortgage(s), deed(s) of trust and other documents
relating to the Real Estate including, but not limited to, the Real
Estate Collateral Documents shall govern the rights and remedies of
the Lender with respect thereto.


                SECTION 9.  Miscellaneous
                            -------------

     9.1     Each Company hereby waives diligence, demand,
presentment and protest and any notices thereof as well as notice
of nonpayment.  No waiver of any Event of Default shall be
effective unless made by Lender, and such waiver must be in writing
and signed by Lender.  No delay or failure by the any of the Lender
to exercise any right or remedy hereunder, whether before or after
the happening of any Event of Default, shall impair any such right,
or shall operate as a waiver of such right or as a waiver of any
such Event of Default.  No single or partial exercise by any of the
Lender of any right or remedy precludes any other or further
exercise thereof, or precludes any other right or remedy.

     9.2     This Financing Agreement and the documents executed
and delivered in connection therewith:  (a) constitute the entire
agreement among each Company and the Lender; (b) supersede any
prior agreements; (c) may be amended only by a writing signed by
each Company and the Lender; and (d) shall bind and benefit each
Company, of the Lender and its respective successors and assigns.

     9.3     In no event shall any Company, upon demand by any of
the Lender for payment of any Indebtedness relating hereto, by
acceleration of the maturity thereof, or otherwise, be obligated to
pay interest and fees in excess of the amount permitted by law.
Regardless of any provision herein or in any agreement made in
connection herewith, the Lender shall never be entitled to receive,
charge or apply, as interest on any Indebtedness relating hereto,
any amount in excess of the maximum amount of interest permissible
under applicable law.  If Lender ever receives, collects or applies
any such excess, it shall be deemed a partial repayment of
principal and treated as such.  If as a result, principal is paid
in full, any remaining excess shall be refunded to the Companies.
This Section 9.3 shall control every other provision hereof and of
     -----------
any other agreement made in connection herewith.

     9.4     If any provision hereof or of any other agreement made
in connection herewith is held to be illegal or unenforceable, such
provision shall be fully severable, and the remaining provisions of
the applicable agreement shall remain in full force and effect and
shall not be affected by such provision's severance.  Furthermore,
in lieu of any such provision, there shall be added automatically
as a part of the applicable agreement a legal and enforceable
provision as similar in terms to the severed provision as may be
possible.

     9.5     EACH COMPANY AND LENDER HEREBY WAIVES ANY RIGHT TO A
             ----------------------------------------------------
TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF  THIS
--------------------------------------------------------------
FINANCING AGREEMENT.  EACH COMPANY HEREBY IRREVOCABLY WAIVES
------------------------------------------------------------
PERSONAL SERVICE OF PROCESS AND CONSENTS TO SERVICE OF PROCESS BY
-----------------------------------------------------------------
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED.
------------------------------------------------------

     9.6     Except as otherwise herein provided, any notice or
other communication required hereunder shall be in writing, and
shall be deemed to have been validly served, given or delivered
when received by the recipient if hand delivered, sent by
commercial overnight courier or sent by facsimile, or three
(3) Business Days after deposit in the United States mail, with
proper first class postage prepaid and addressed to the party to be
notified as follows:

          (a)    if to the Lender:

                 D.P. Kelly & Associates, L.P.
                 701 Harger Road, Suite 190
                 Oak Brook, IL 60523
                 Telecopier No.  (630) 571-0959
                 with a copy to:

                 Freeborn & Peters
                 311 South Wacker Drive, Suite 3000
                 Chicago, IL 60606
                 Attn:  Joel T. Cooper, Esq.
                 Telecopier No.:  (312) 360-6572

          (b)     if to the Companies at:

               Viskase Companies, Inc.
               6855 West 65th Street
               Bedford Park, Illinois  60638
               Attention:  President and General Counsel
               Telecopier No.: (708) 496-4472

               with a copy to:

               Holleb & Coff
               55 East Monroe Street, Suite 4100
               Chicago, Illinois  60603
               Attn: Allan Brilliant, Esq.
               Telecopier:  (312) 807-3900

          (c)     to such other address as any party may designate
for itself by like notice.

     9.7     THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
FINANCING AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE  STATE OF
ILLINOIS.

          9.8     Joint and Several Liability.  (a)  The Companies
and Guarantors hereby acknowledge and agree that neither this
Agreement nor any other Loan Document is being executed on behalf
of the partners of the Lender as individuals and the obligations of
this Agreement are not binding upon any of the limited partners,
officers, employees or beneficiaries of such Lender individually
but are binding only upon the assets and property of such Lender,
and the Companies and Guarantors agree that no beneficiary, limited
partner, employee or officer of such Lender may be held personally
liable or responsible for any obligations of such Lender arising
out of this Agreement or any other Loan Document.  With respect to
obligations of Lender arising out of this Agreement or any other
Loan Document, the Companies and Guarantors shall look for payment
or satisfaction of any claim solely to the assets and property of
such Lender.

          (c)     Lender represents and warrants to the Companies
and Guarantors that it has full power and authority to execute and
deliver this Agreement as general partner for the Lender on whose
behalf Lender is executing this Agreement as set forth on the
signature pages hereto.  Except for the foregoing representations
and warranties, the Companies and Guarantors hereby acknowledge and
agree that Lender shall not have any personal obligation or
liability to the Companies and Guarantors under this Agreement or
any other Loan Document, and without limiting the generality of the
foregoing, the Companies and Guarantors shall have no recourse
against Lender for the performance or satisfaction of any
obligation under this Agreement or any other Loan Document, but
shall look for payment or satisfaction of any claim arising under
this Agreement or any other Loan Document solely to the assets and
properties of the Lender.

          (d)     The liability of each Company under this
Agreement and the Loan Documents in general shall be joint and
several, and each reference herein to the Companies shall be deemed
to refer to each such Company.  In furtherance and not in
limitation of Lender's rights and remedies hereunder or at law, the
Lender may proceed under this Agreement and the Loan Documents
against any one or more of the Companies in its absolute and sole
discretion for any of the Obligations or any other liability or
obligation of any Company arising hereunder.

     9.9     Interrelationship Among the Companies.  Each Company
             -------------------------------------
acknowledges that:  (a) that the business operations of each
Company are interrelated and compliment one another, and that such
entities have a common business purpose; (b) to permit their
uninterrupted and continuous operations, such entities now require
various funds and other credit accommodations from the Lender; and
(c) the funds obtained by the Companies under the this Agreement
will be used by each Company to (i) refinance certain obligations
for which the Companies were guarantors and which obligations were
secured by liens on each Company's assets and (ii) for general
working capital purposes.

     9.10.     Within thirty (30) days of the Closing Date, each
Company shall, to the extent permitted by law, cause Viskase
Holding to pledge or transfer to Lender, a participating equity
interest in Viskase Chile, which pledge or transfers, as
applicable, shall be (a) in form and substance reasonably
satisfactory to the Lenders and (b) effective only upon the
acceleration of the Obligations hereunder.

     9.11.     CITBC Subordination Agreement.  The rights, remedies
and priorities of Lender under this Agreement are subject to the
CITBC Subordination Agreement.  If any provision of this Agreement
shall be inconsistent with, or contrary to, any provision in the
CITBC Subordination Agreement, the provision in the CITBC
Subordination Agreement shall be controlling and shall supersede
such inconsistent provision to the extent necessary to give full
effect to the provision contained in the CITBC Subordination
Agreement.

     9.12.     Additional Term Lender Intercreditor Agreement.  The
rights, remedies and priorities of the Lenders under this Agreement
are subject to the Additional Term Lender Intercreditor Agreement.
If any provision of this Agreement shall be inconsistent with, or
contrary to, any provision in the Additional Term Lender
Intercreditor Agreement, the provision in the Additional Term
Lender Intercreditor Agreement shall be controlling and shall
supersede such inconsistent provision to the extent necessary to
give full effect to the provision contained in the Additional Term
Lender Intercreditor Agreement.

         SECTION 10.  Agreements Regarding the Lender
                      -------------------------------

     10.1     (a)     The Lender may sell to one or more commercial
banks, commercial finance Lender or other financial institutions,
participations in the loans and extensions of credit made and to be
made to the Companies hereunder.  Such participant shall have no
rights as a Lender hereunder, and notwithstanding the sale of any
participation by a Lender, (i) such Lender shall remain solely
responsible to the other parties hereto for the performance of its
obligations hereunder, and (ii) the Companies and the Lender may
continue to deal solely with such Lender with respect to all
matters relating to this Financing Agreement and the transactions
contemplated hereby.  It is understood and agreed that no Lender
shall transfer or grant any participation under this Agreement
under which the participant shall have any rights to approve any
amendment to or waiver of this Agreement or any other Loan Document
except to the extent such amendment or waiver would (A) extend the
final scheduled maturity of any Obligations in which such
participant is participating beyond the Maturity Date, (B) increase
the amount of the participant's participation beyond over the
amount thereof in effect (it being understood that waivers or
modifications of conditions precedent, covenants, defaults or
Events of Default shall not constitute a change in the terms of
such participation and that an increase in Lender's Commitment or
Obligations shall be permitted without the consent of any
participant if the participant's participation is not increased as
a result thereof), (C) consent to the assignment or transfer by the
Companies of any of their rights and obligations under this
Agreement, (D) decrease the interest rate applicable to the
principal amount of the Obligations in which the participant is
participating, or (E) release all or substantially all of the
Collateral with respect to any portion of the Obligations in which
a participant is participating.  In addition, all amounts payable
under this Financing Agreement to Lender which sells a
participation in accordance with this paragraph shall continue to
be paid directly to such Lender and shall be determined as if such
Lender had not sold any such participation.

          (b)     The Lender may also (after their consultation
with the Representative) assign to one or more commercial banks,
commercial finance lenders or other financial institutions, all or
a portion of its rights and obligations under this Financing
Agreement.  Upon execution of an Assignment and Transfer Agreement,
(i) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to
it pursuant to such assignment, have the rights and obligations of
the assigning Lender as the case may be hereunder and (ii) the
assigning Lender shall, to the extent that rights and obligations
hereunder have been assigned by such Lender pursuant to such
assignment, relinquish such Lender's rights and be released from
its obligations under this Financing Agreement.  Each Company
shall, if necessary, execute any documents reasonably required to
effectuate and acknowledge the assignments.

          (c)     Subject to the provisions of Section 10.2, each
                                               ------------
Company authorizes Lender to disclose to any participant or
purchasing lender any and all financial information in such
Lender's possession concerning each Company and their affiliates
which has been delivered to such Lender by or on behalf of each
Company pursuant to this Financing Agreement or which has been
delivered to such Lender by or on behalf of each Company in
connection with such Lender's credit evaluation of each Company and
its affiliates prior to entering into this Financing Agreement.

     10.2     For the purposes of this Section 10.2, "Confidential
                                       ------------
Information" means all financial projections and all other
information delivered to Lender by or on behalf of Parent, any
Company or any Subsidiary in connection with the transactions
contemplated by or otherwise pursuant to this Financing Agreement
that is proprietary in nature and that is clearly marked or labeled
or otherwise adequately identified as being confidential
information of Parent, any Company or any Subsidiary, provided that
such term does not include information that (a) was publicly known
or otherwise known to Lender prior to the time of such disclosure,
(b) subsequently becomes publicly known through no act or omission
by Lender or any person acting on its behalf, (c) otherwise becomes
known to Lender other than through disclosure by Lender, any
Company or any Subsidiary or (d) constitutes financial statements
delivered under Section 5.8 that are otherwise publicly available.
                -----------
Lender will maintain the confidentiality of such Confidential
Information in accordance with commercially reasonable procedures
adopted by Lender in good faith to protect confidential information
of third parties delivered to them, provided that Lender may
deliver or disclose Confidential Information to (a) its respective
directors, officers, employees, agents, attorneys and affiliates
(to the extent such disclosure reasonably relates to the
administration of the Term Loan and such Person has been notified
of these confidentiality provisions), (b) their respective
financial advisors and other professional advisors who agree to
hold confidential the Confidential Information substantially in
accordance with the terms of this Section 10.2, (c) any other
                                  ------------
Lender, (d) any bank or other commercial lender to which a Lender
sells or offers to sell a portion of its rights and obligations
under this Financing Agreement or any participation therein (if
such person has agreed in writing prior to its receipt of such
Confidential Information to be bound by the provisions of this
Section 10.2), or (e) any other person (including bank auditors and
------------
other regulatory officials) to which such delivery or disclosure
may be necessary or appropriate (i) to comply with compliance with
any applicable law, rule, regulation or order, (ii) in response to
any subpoena or other legal process after giving the Companies
notice and an opportunity to seek judicial protection for such
materials, (iii) in connection with any litigation to which Lender
is a party or (iv) if an Event of Default has occurred and is
continuing, to the extent Lender may reasonably determine such
delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies under
this Financing Agreement. A lender becoming a lender subsequent to
the initial execution and delivery of this Financing Agreement, by
its execution and delivery of an Assignment and Transfer Agreement,
will be deemed to have agreed to be bound by, and to be entitled to
the benefits of, this Section 10.2.
                      ------------

     IN WITNESS WHEREOF, the parties hereto have caused this
Financing Agreement to be executed, agreed to, accepted and
delivered in Chicago, Illinois by their proper and duly authorized
officers as of the ____ day of June, 1999.

                                  LENDER
                                  ------

                                  D.P. KELLY AND ASSOCIATES, L.P.

                                  By:
                                      -----------------------------
                                  Its General Partner

                                  By:
                                       ----------------------------
                                  Title
                                       ----------------------------


                                  BORROWERS
                                  ---------
                                  VISKASE CORPORATION, a
                                  Pennsylvania corporation

                                  By:
                                       ----------------------------
                                       Its:
                                            -----------------------

                                  VISKASE SALES CORPORATION, a
                                  Delaware corporation

                                  By:
                                       ---------------------------
                                       Its: