Exhibit 10.3


    
      

    


    FIRST
      AMENDMENT TO

    PLEDGE
      AGREEMENT

    


     

    This
      First Amendment to Pledge Agreement (this “Amendment”),
      dated
      as of March 28, 2006, is made by VISKASE
      COMPANIES, INC.,
      a
      Delaware corporation (the “Pledgor”), and
      WELLS
      FARGO FOOTHILL, INC., a
      California corporation (the “Pledgee”).

     

    R
      E C I T A L S

     

    A.   The
      Pledgor and the Pledgee are parties to that certain Pledge Agreement dated
      as of
      June 29, 2004 (the “Original
      Pledge Agreement”).

     

    B.   The
      parties hereto desire to amend certain of the terms and provisions of the
      Original Pledge Agreement (as the Original Pledge Agreement is amended by this
      Amendment, and as the Original Pledge Agreement may be further amended, modified
      or restated from time, collectively the “Pledge
      Agreement”)
      as
      provided herein. 

     

    NOW,
      THEREFORE,
      in
      consideration of the premises herein contained, and for other good and valuable
      consideration (the receipt, sufficiency and adequacy of which are hereby
      acknowledged), the parties hereto (intending to be legally bound) hereby agree
      as follows:

     

    1.    
Definitions.
      Terms
      capitalized herein and not otherwise defined herein shall have the meanings
      ascribed to such terms in the Pledge Agreement.

     

    2.    
Amendment
      to Original Pledge Agreement.
      Subject
      to the terms and conditions contained herein, the parties hereto hereby amend
      the Original Pledge Agreement as follows:

     

    Annex
      A
      attached to the Original Pledge Agreement is hereby deleted in its entirety
      and
      replaced and amended and restated with Annex A attached to this Amendment as
      Exhibit A. 

     

    3.    
Conditions
      Precedent.
      The
      amendment contained in Section
      2
      above is
      subject to, and contingent upon, the prior or contemporaneous satisfaction
      of
      each of the following conditions precedent, each in form and substance
      satisfactory to the Pledgee:

     

    (i)   The
      Pledgor and the Pledgee shall have executed and delivered to each other this
      Amendment; and

     

    (ii)         
      The
      Pledgor shall have delivered to the Collateral Agent for the benefit of the
      Collateral Agent and the Pledgee the Pledged Collateral together with stock
      powers executed in blank.

     

    4.    
Reference
      to and Effect on the Pledge Agreement.
      Except
      as expressly provided herein, the Pledge Agreement shall remain unmodified
      and
      continue in full force and effect and is hereby ratified and confirmed. The
      execution, delivery and effectiveness of this Amendment shall not operate as
      a
      waiver of: (i) any right, power or remedy of the Pledgee under the Pledge
      Agreement, or (ii) except as provided herein or in that certain First Amendment
      to Loan and Security Agreement of even date herewith, any Default or Event
      of
      Default under the Pledge Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.    
Representations
      and Warranties of the Pledgor.
      The
      Pledgor hereby represents and warrants to the Pledgee, which representations
      and
      warranties shall survive the execution and delivery of this Amendment, that
      on
      and as of the date hereof and after giving effect to this
      Amendment:

     

    (a)   The
      Pledged Interests and the Pledged Collateral with respect to Viskase del Norte,
      S.A. de C.V. described in Annex A attached hereto is, and all other Pledged
      Collateral in which the Pledgor shall hereafter grant a lien or security
      interest pursuant to Section 3 of the Pledge Agreement will be, duly authorized,
      validly issued, and, to the extent applicable, fully paid, and, except for
      the
      pledge provided in Section
      3.1
      of the
      Pledge Agreement in favor of the Pledgee and in favor of the Collateral Agent,
      none of such Pledged Collateral is or will be subject to any legal or
      contractual restriction. The Pledged Collateral is, as of the date hereof,
      and
      shall be at all times hereafter during the term of the Pledge Agreement, freely
      transferable without restriction or limitation (except as limited by the terms
      of the Pledge Agreement).

     

    (b)   The
      Pledged Interests and the Pledged Collateral described in Annex A hereto
      constitutes all of the issued and outstanding securities and investment property
      legally and beneficially owned by the Pledgor on the date hereof in or relating
      to Issuers. 

     

    (c)   The
      representations and warranties of the Pledgor set forth in the Pledge Agreement
      are true, correct and complete, in all material respects on and as of the date
      hereof (except to the extent that such representations and warranties relate
      solely to an earlier date); provided, that the references to the Pledge
      Agreement therein shall be deemed to include the Pledge Agreement as amended
      by
      this Amendment.

     

    (d)   The
      Pledgor acknowledges that the Pledgee is specifically relying upon the
      representations, warranties and agreements contained in this Amendment and
      that
      such representations, warranties and agreements constitute a material inducement
      to the Pledgee in entering into this Amendment.

     

    6.    
Successors
      and Assigns; Amendment.
      This
      Amendment shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns; provided,
      however,
      Pledgor
      may not assign this Amendment or any of its rights hereunder without the
      Pledgee's prior written consent. Any prohibited assignment of this Amendment
      shall be absolutely null and void. This Amendment may only be amended or
      modified by a writing signed by the Pledgee and the Pledgor.

     

    7.    
Severability;
      Construction.
      Wherever possible, each provision of this Amendment shall be interpreted in
      such
      a manner so as to be effective and valid under applicable law, but if any
      provision of this Amendment is held to be prohibited by or invalid under
      applicable law, such provision or provisions shall be ineffective only to the
      extent of such provision and invalidity, without invalidating the remainder
      of
      this Amendment. Neither this Amendment nor any uncertainty or ambiguity herein
      shall be construed or resolved against Pledgee, whether under any rule of
      construction or otherwise. On the contrary, this Amendment has been reviewed
      by
      all parties hereto and shall be construed and interpreted according to the
      ordinary meaning of the words used so as to fairly accomplish the purposes
      and
      intentions of the parties hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.    
Counterparts;
      Facsimile.
      This
      Amendment may be executed in one or more counterparts, each of which taken
      together shall constitute one and the same instrument. Delivery of an executed
      counterpart of this Amendment by telefacsimile shall be equally as effective
      as
      delivery of a manually executed counterpart of this Amendment. Any party
      delivering an executed counterpart of this Amendment by telefacsimile shall
      also
      deliver a manually executed counterpart of this Amendment, but the failure
      to
      deliver a manually executed counterpart shall not affect the validity,
      enforceability or binding effect of this Amendment.

     

    9.    
      CHOICE
      OF LAW AND VENUE; JURY TRIAL WAIVER.

     

    (a)   THE
      VALIDITY OF THIS AMENDMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT
      HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING
      HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
      ILLINOIS.

     

    (b)   THE
      PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
      AMENDMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS
      LOCATED IN THE COUNTY OF COOK, STATE OF ILLINOIS, PROVIDED, HOWEVER, THAT ANY
      SUIT SEEKING ENFORCEMENT AGAINST ANY PLEDGED COLLATERAL OR OTHER PROPERTY MAY
      BE
      BROUGHT, AT PLEDGEE’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT
      ELECTS TO BRING SUCH ACTION OR WHERE THE PLEDGED COLLATERAL OR OTHER PROPERTY
      MAY BE FOUND. PLEDGOR AND PLEDGEE WAIVE, TO THE EXTENT PERMITTED UNDER
      APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
      CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
      ACCORDANCE WITH THIS SECTION 9(b).

     

    (c)   PLEDGOR
      AND PLEDGEE HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM
      OR
      CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AMENDMENT OR ANY OF THE
      TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH
      OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. PLEDGOR AND
      PLEDGEE REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
      VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
      COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AMENDMENT MAY BE FILED
      AS A
      WRITTEN CONSENT TO A TRIAL BY THE COURT.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have caused this Amendment to be duly executed and delivered as
      of
      the date first above written.

     

    
      	 	
              VISKASE
                COMPANIES, INC.

            
	 	 	 
	 	
              By:

            	
              /s/
                Gordon S Donovan

            
	 	
              Its:

            	
              Vice
                President and Chief Financial Officer

            
	 	 	 
	 	 
	 	
              WELLS
                FARGO FOOTHILL, INC. 

            
	 	 	 
	 	
              By:

            	
              /s/
                Ronald R. Cote

            
	 	
              Its:

            	
              Vice
                President

            


    

    


    ACKNOWLEDGED
      AND AGREED:

     

    The
      undersigned hereby (i) acknowledges the pledge of the Pledged Collateral
      described above pursuant to the terms of the Original Pledge Agreement, as
      amended by this Amendment and agrees to register such pledge in its books and
      records, and (ii) agrees, upon receipt of notice from the Pledgee of the
      occurrence and during the continuance of an Event of Default, to comply with
      the
      written instructions originated by the Pledgee, without further consent of
      the
      registered holder of the Pledged Collateral, including, without limitation,
      instructions to pay and remit to the Pledgee all distributions and other amounts
      payable to the Pledgor (upon redemption, termination and dissolution of the
      undersigned or otherwise in respect of the Pledged Interests), and to transfer
      to, and register the Pledged Collateral in the name of, the Pledgee or its
      nominee, and (iii) agrees to promptly honor its payment obligations contained
      in
      the Original Pledge Agreement, as amended by this Amendment.

    


    
      	 	
              VISKASE
                DEL NORTE, S.A. DE C.V.

            
	 	 	 
	 	
              By:

            	
              /s/
                Gordon S. Donovan

            
	 	
              Its:

            	
              President

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Annex
      A to Pledge Agreement

    


    
      	
              Issuer

               

            	
              No.
                of Shares

               

            	
              Class

               

            	
              Cert.
                No.

               

            	
              %
                Ownership

               

            	
              Jurisdiction

               

            	
              Cert./Uncert.

               

            
	
              Viskase
                Brasil Embalagens Ltda.

               

            	
              27,335,248
                of which 22,071,940 are pledged hereunder

               

            	
              Common

               

            	
              N/A

               

            	
              81%
                81% of which is pledged hereunder - representing 65% of the total
                outstanding shares

               

            	
              Brazil

               

            	
              Uncert.

               

            
	
              Viskase
                Europe Limited

               

            	
              30,000,000
                of which 19,500,000 are pledged hereunder

               

            	
              Ordinary

               

            	
              6

               

            	
              100%
                65% of which is pledged pursuant to certificate #6

               

            	
              England

               

            	
              Cert.

               

            
	
              Viskase
                Canada Inc.

               

            	
              20
                of which 13 are pledged hereunder

               

            	
              Common

               

            	
              C-7

               

            	
              100%
                65% of which is pledged pursuant to certificate C-7

               

            	
              Canada

               

            	
              Cert.

               

            
	
              Viskase
                Canada Inc.

               

            	
              480,000
                of which 312,000 are pledged hereunder

               

            	
              Preferred

               

            	
              P-6

               

            	
              100%
                65% of which is pledged pursuant to certificate P-6

               

            	
              Canada

               

            	
              Cert.

               

            
	
              Viskase
                del Norte, S.A. de C.V.

               

            	
              49
                of which 32 are pledged hereunder

               

            	
              Series
                A

               

            	
              1*

               

            	
              98%
                65% of which is pledged pursuant to certificate 1*1 

               

            	
              Mexico

               

            	
              Cert.

               

            


    

    _________________________


    
      
        1
          In
          connection with this Amendment, the Pledgor is delivering to the Pledgee
          Certificate No. 1 for 49 shares of Viskase Mexico, together with a stock
          power
          limited to only 32 shares. Viskase Mexico is in the process of cutting
          new
          certificates, one of which will evidence 32 shares. This will be Certificate
          No.
          3 and after issuance will be delivered to the Pledgee in return for Certificate
          No. 1.