<PAGE>
                                                                   Exhibit 10.19




                             VISKASE COMPANIES, INC.


                             2005 STOCK OPTION PLAN


                                JANUARY 13, 2005




<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                TABLE OF CONTENTS

<Table>
<Caption>
<S>  <C>                                                                    <C>
1.   PURPOSE OF THE PLAN.....................................................1

2.
     DEFINITIONS.............................................................1

     (a)      "Board of Directors"...........................................1
     (b)      "Cause,".......................................................1
     (c)      "Code".........................................................1
     (d)      "Committee"....................................................1
     (e)      "Common Stock".................................................1
     (f)      "Company"......................................................1
     (g)      "Disability"...................................................1
     (h)      "Exchange Act".................................................2
     (i)      "Fair Market Value"............................................2
     (j)      "Incentive Award"..............................................2
     (k)      "Incentive Stock Option".......................................2
     (l)      "Non-Qualified Stock Option"...................................2
     (m)      "Option".......................................................2
     (n)      "Participant"..................................................2
     (o)      "Plan".........................................................2
     (p)      "Retirement"...................................................2
     (q)      "Securities Act"...............................................2
     (r)      "Subsidiary"...................................................2
     (s)      "Viskase"......................................................2

3.   STOCK SUBJECT TO THE PLAN...............................................2

4.   ADMINISTRATION OF THE PLAN..............................................3

5.   ELIGIBILITY.............................................................3

6.   OPTIONS.................................................................4

     (a)      Identification of Options......................................4
     (b)      Exercise Price.................................................4
     (c)      Term and Exercise of Options...................................4
     (d)      Limitations on Grant of Incentive Stock Options................5
     (e)      Effect of Termination of Employment............................6
     (f)      Cash Bonuses...................................................6

7.   ADJUSTMENT UPON CHANGES IN COMMON STOCK.................................6

     (a)      Shares Available for Grants....................................6
     (b)      Increase or Decrease in Issued Shares Without Consideration....7
</Table>


                                   i
<PAGE>
<Table>
<Caption>
<S>  <C>                                                                    <C>
     (c)      Certain Mergers................................................7
     (d)      Certain Other Transactions.....................................7
     (e)      Other Changes..................................................8
     (f)      No Other Rights................................................8

8.   RIGHTS AS A STOCKHOLDER.................................................8

9.   NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO INCENTIVE AWARD...............8

10.  SECURITIES AND OTHER MATTERS............................................9

11.  WITHHOLDING TAXES.......................................................9

     (a)      Cash Remittance................................................9
     (b)      Stock Remittance...............................................9
     (c)      Stock Withholding..............................................10
     (d)      Other Payments.................................................10

12.  AMENDMENT OF THE PLAN...................................................10

13.  NO OBLIGATION TO EXERCISE...............................................10

14.  TRANSFERS UPON DEATH....................................................10

15.  EXPENSES AND RECEIPTS...................................................11

16.  FAILURE TO COMPLY.......................................................11

17.  EFFECTIVE DATE AND TERM OF PLAN.........................................11
</Table>



                                       ii


<PAGE>
                 VISKASE COMPANIES, INC. 2005 STOCK OPTION PLAN
                                JANUARY 13, 2005

1.       PURPOSE OF THE PLAN

         This Viskase Companies, Inc. 2005 Stock Option Plan is intended to
promote the interests of the Company by providing the officers, employees,
consultants and advisors of the Company, who are largely responsible for the
management, growth and protection of the business of the Company, with
incentives and rewards to encourage them to continue in the employ of the
Company.

2.       DEFINITIONS

         As used in the Plan, the following definitions apply to the terms
indicated below:

         (a) "Board of Directors" shall mean the Board of Directors of Viskase.

         (b) "Cause," when used in connection with the termination of a
Participant's employment with the Company, shall mean (i) the commission by the
Participant of a felony or a crime involving moral turpitude; the Committee may,
in its good faith and using reasonable judgment, determine the fact of the
commission of the felony or the crime by the Participant without recourse to or
reliance upon any judicial proceeding or judicial determination; (ii) the
commission by the Participant of any other act or omission involving dishonesty,
disloyalty or fraud with respect to the Company or any of its employees,
customers, affiliates or suppliers, or adversely affecting their reputation or
standing, all as determined by the Committee in its good faith and using
reasonable judgment; (C) the willful failure of the Participant to perform
duties as reasonably directed by the Participant's supervisor which are within
the control of the Participant; (D) gross negligence, reckless or willful
misconduct by the Participant with respect to the Company, all as determined by
the Committee, in its good faith and using reasonable judgment; or (E) any other
material breach by the Participant of Company policy reasonably established by
the Board of Directors, which breach, if curable, is not cured within 15 days
after written notice thereof to the Participant, as determined by the Committee,
in its good faith and using reasonable judgment.

         (c) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

         (d) "Committee" shall mean the Compensation Committee of the Board of
Directors or such other committee as the Board of Directors shall appoint from
time to time to administer the Plan or, if there shall be no Compensation
Committee or other committee of the Board of Directors, the Board of Directors.

         (e) "Common Stock" shall mean Viskase's common stock, $.01 par value
per share.

         (f) "Company" shall mean Viskase and each of its Subsidiaries.

         (g) "Disability" shall mean a condition entitling a Participant to
benefits under the long-term disability policy maintained by the Company and
applicable to such Participant.




                                       1
<PAGE>
         (h) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         (i) "Fair Market Value" of a share of Common Stock shall be (i) the
closing sale price of a share of Common Stock as reported on the principal
securities exchange on which shares of Common Stock are then listed or admitted
to trading or (ii) if not so reported, the closing sale price as reported on the
National Association of Securities Dealers Automated Quotation System or (iii)
if not so reported, the closing sale price as reported in the "pink sheets," in
each case at the closing of the trading day next preceding the date of
determination. In the event that the price of a share of Common Stock shall not
be so reported, the Fair Market Value of a share of Common Stock shall be
determined by the Committee in good faith.

         (j) "Incentive Award" shall mean an Option granted pursuant to the
terms of the Plan.

         (k) "Incentive Stock Option" shall mean an Option which is an
"incentive stock option" within the meaning of Section 422 of the Code and which
is identified as an Incentive Stock Option in the agreement by which it is
evidenced.

         (l) "Non-Qualified Stock Option" shall mean an Option which is not an
Incentive Stock Option.

         (m) "Option" shall mean an option to purchase shares of Common Stock of
Viskase granted pursuant to Section 6 hereof.

         (n) "Participant" shall mean an officer, employee, consultant or
advisor of the Company to whom an Incentive Award is granted pursuant to the
Plan, and upon his death, his successors, heirs, executors and administrators,
as the case may be.

         (o) "Plan" shall mean this Viskase Companies, Inc. 2005 Stock Option
Plan, as it may be amended from time to time.

         (p) "Retirement" shall mean the termination of the employment of a
Participant with the Company on or after (i) the first date on which the
Participant has both attained age 55 and completed five years of service with
the Company or (ii) the date on which the Participant attains age 65.

         (q) "Securities Act" shall mean the Securities Act of 1933, as amended.

         (r) "Subsidiary" shall mean any "subsidiary corporation" of Viskase
within the meaning of Section 425(f) of the Code.

         (s) "Viskase" shall mean Viskase Companies, Inc., a Delaware
corporation, and its successors.

3.       STOCK SUBJECT TO THE PLAN

         Under the Plan, the Committee may grant Options to Participants.
Subject to adjustment as provided in Section 7 hereof, the Committee may grant
Options under the Plan to Participants under the Plan with respect to a number
of shares of Common Stock that in the aggregate does




                                       2
<PAGE>

not exceed 1,000,000 shares. In the event that any outstanding Option expires,
terminates or is cancelled for any reason, the shares of Common Stock subject to
the unexercised portion of such Option shall again be available for grants under
the Plan. Shares of Common Stock issued under the Plan may be either newly
issued shares or treasury shares, at the discretion of the Committee.

4.       ADMINISTRATION OF THE PLAN

         The Plan shall be administered by the Committee, which shall be
comprised in such manner as to permit the grant of Incentive Awards to meet the
requirements of Rule 16b-3(d)(1) promulgated under Section 16 of the Exchange
Act. The Committee shall from time to time designate the officers, employees,
consultants and advisors of the Company who shall be granted Incentive Awards
and the amount and type of such Incentive Awards.

         The Committee shall have full authority to administer the Plan,
including authority to interpret and construe any provision of the Plan and the
terms of any Incentive Award issued under it and to adopt such rules and
regulations for administering the Plan as it may deem necessary. Decisions of
the Committee shall be final and binding on all parties, provided that such
decisions reflect compliance with the terms and provisions of this Plan.

         The Committee may, in its absolute discretion, accelerate the date on
which any Option granted under the Plan becomes exercisable or, subject to
Section 6(c)(1) hereof, extend the term of any Option granted under the Plan. In
addition, the Committee may in its absolute discretion grant Incentive Awards to
Participants on the condition that such Participants surrender to the Committee
for cancellation such other Incentive Awards (including, without limitation,
Incentive Awards with higher exercise prices) as the Committee specifies.
Notwithstanding Section 3 herein, prior to the surrender of such other Incentive
Awards, Incentive Awards granted pursuant to the preceding sentence of this
Section 4 shall not count against the limits set forth in such Section 3.

         The determination of whether an authorized leave of absence, or absence
in military or government service, shall constitute termination of employment
shall be made by the Committee.

         No member of the Committee shall be liable for any action, omission, or
determination relating to the Plan, and Viskase shall indemnify and hold
harmless each member of the Committee and each other director or employee of the
Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Committee) arising out of any action, omission or
determination relating to the Plan, unless, in any case, such action, omission
or determination was taken or made by such member, director or employee in bad
faith and without reasonable belief that it was in the best interests of the
Company.

5.       ELIGIBILITY

         The persons who shall be eligible to receive Incentive Awards pursuant
to the Plan shall be such officers, employees, consultants and advisors of the
Company who are largely



                                       3
<PAGE>

responsible for the management, growth and protection of the business of the
Company as the Committee shall select from time to time.

6.       OPTIONS

         The Committee may grant Options pursuant to the Plan to Participants,
which Options shall be evidenced by agreements in such form as the Committee
shall from time to time approve. Options shall comply with and be subject to the
following terms and conditions:

         (a) Identification of Options. All Options granted under the Plan that
are Incentive Stock Options shall be clearly identified as such in the agreement
evidencing such Options. It is Viskase's intent that Non-Qualified Stock Options
granted under this Plan not be classified as Incentive Stock Options, that
Incentive Stock Options be consistent with and contain or be deemed to contain
all provisions required under the Code and underlying regulations to qualify as
Incentive Stock Options, and that any ambiguities in construction be interpreted
in order to effectuate such intent. If an Incentive Stock Option granted under
this Plan does not qualify as such for any reason, then to the extent of such
non-qualification, the Option represented thereby shall be regarded as a
Non-Qualified Stock Option duly granted under this Plan.

         (b) Exercise Price.

         The exercise price of any Option granted under the Plan (whether an
Incentive Stock Option or a Non-Qualified Stock Option) shall be not less than
100% of the Fair Market Value of a share of Common Stock on the date on which
such Option is granted.

         (c) Term and Exercise of Options.

         (1) Each Option shall become exercisable with respect to one-third of
the number of shares of Common Stock subject to such Option on the first
anniversary of the date on which such Option is granted and with respect to an
additional one-third of the number of shares of Common Stock subject thereto on
each subsequent anniversary of such date and shall in addition be exercisable on
such other date or dates, during such period and for such number of shares of
Common Stock as shall be determined by the Committee on the day on which such
Option is granted and set forth in the Option agreement with respect to such
Option; provided, however, that no Option shall be exercisable after the
expiration of ten years from the date such Option was granted; and, provided,
further, that each Option shall be subject to earlier termination, expiration or
cancellation as provided in the Plan or in the agreement evidencing such Option.

         (2) Each Option shall be exercisable in whole or in part. The partial
exercise of an Option shall not cause the expiration, termination or
cancellation of the remaining portion thereof.

         (3) An Option shall be exercised by delivering notice to Viskase's
principal office, to the attention of its Chief Financial Officer, no less than
three business days in advance of the effective date of the proposed exercise.
Such notice shall specify the number of shares of Common Stock with respect to
which the Option is being exercised and the effective date of the proposed
exercise and shall be signed by the Participant. The Participant may withdraw
such notice at any time prior to the close of business on the business day
immediately preceding the




                                       4
<PAGE>

effective date of the proposed exercise. Payment for shares of Common Stock
purchased upon the exercise of an Option shall be made on the effective date of
such exercise either (i) in cash, by certified check, bank cashier's check or
wire transfer or (ii) subject to the approval of the Committee, in shares of
Common Stock owned by the Participant and valued at their Fair Market Value on
the effective date of such exercise, or partly in shares of Common Stock with
the balance in cash, by certified check, bank cashier's check or wire transfer.
Any payment in shares of Common Stock shall be effected by the delivery of such
shares to the Chief Financial Officer of Viskase, duly endorsed in blank or
accompanied by stock powers duly executed in blank, together with any other
documents and evidences as the Chief Financial Officer of Viskase shall require
from time to time.

         (4) Certificates for shares of Common Stock purchased upon the exercise
of an Option shall be issued in the name of the Participant and delivered to the
Participant as soon as practicable following the effective date on which the
Option is exercised.

         (5) During the lifetime of a Participant, each Option granted to him
shall be exercisable only by him. No Option shall be assignable or transferable
otherwise than by will or by the laws of descent and distribution.

         (d) Limitations on Grant of Incentive Stock Options.

         (1) The aggregate Fair Market Value of shares of Common Stock with
respect to which "incentive stock options" (within the meaning of Section 422 of
the Code) are exercisable for the first time by a Participant during any
calendar year under the Plan and any other stock option plan of the Company (or
any "subsidiary" of Viskase as such term is defined in Section 425 of the Code)
shall not exceed $100,000. Such Fair Market Value shall be determined as of the
date on which each such incentive stock option is granted. In the event that the
aggregate Fair Market Value of shares of Common Stock with respect to such
incentive stock options exceeds $100,000, then Incentive Stock Options granted
hereunder to such Participant shall, to the extent and in the order required by
regulations promulgated under the Code (or any other authority having the force
of regulations), automatically be deemed to be Non-Qualified Stock Options, but
all other terms and provisions of such Incentive Stock Options shall remain
unchanged. In the absence of such regulations (and authority), or in the event
such regulations (or authority) require or permit a designation of the options
which shall cease to constitute incentive stock options, Incentive Stock Options
shall, to the extent of such excess and in the order in which they were granted,
automatically be deemed to be Non-Qualified Stock Options, but all other terms
and provisions of such Incentive Stock Options shall remain unchanged.

         (2) No Incentive Stock Option may be granted to an individual if, at
the time of the proposed grant, such individual owns stock possessing more than
ten percent of the total combined voting power of all classes of stock of
Viskase or any of its "subsidiaries" (within the meaning of Section 425 of the
Code), unless (i) the per share exercise price of such Incentive Stock Option is
at least one hundred and ten percent of the Fair Market Value of a share of
Common Stock at the time such Incentive Stock Option is granted and (ii) such
Incentive Stock Option is not exercisable after the expiration of five years
from the date such Incentive Stock Option is granted.





                                       5
<PAGE>
         (3) In order for Incentive Stock Options to be validly granted pursuant
to this Plan, this Plan must be approved by a majority of Viskase's shareholders
within 12 months of the date of adoption hereof by the Board of Directors.

         (e) Effect of Termination of Employment.

         (1) In the event that the employment of a Participant with the Company
shall terminate for any reason other than Disability, Retirement, Cause or death
(i) Options granted to such Participant, to the extent that they were
exercisable at the time of such termination, shall remain exercisable until the
sixtieth (60th) day following such termination, on which date they shall expire,
and (ii) Options granted to such Participant, to the extent that they were not
exercisable at the time of such termination, shall expire at the close of
business on the date of such termination; provided, however, that no Option
shall be exercisable after the expiration of its term.

         (2) In the event that the employment of a Participant with the Company
shall terminate on account of the Disability, Retirement or death of the
Participant, such Participant shall be entitled to exercise, at any time or from
time to time until the first anniversary of such termination, Options granted to
such Participant hereunder to the extent that such Options were exercisable at
the time of such termination or would have become exercisable had his employment
continued until the first anniversary of such termination; provided, however,
that no Option shall be exercisable after the expiration of its term.

         (3) In the event of the termination of a Participant's employment for
Cause, all outstanding Options granted to such Participant shall expire at the
commencement of business on the date of such termination.

         (4) In addition to any other acceleration of exercisability provided
under this Plan, an Option shall be deemed to be exercisable on the date of the
termination of the employment of a Participant with the Company to the extent
that the Committee so provides in writing, provided that such acceleration
occurs prior to the first anniversary of such termination of employment.

         (f) Cash Bonuses.

         The Committee may, in its absolute discretion, grant to any Participant
a cash bonus in an amount determined by the Committee to enable the Participant
to pay any federal, state or local income taxes arising out of the exercise of
an Option.

7.       ADJUSTMENT UPON CHANGES IN COMMON STOCK

         (a) Shares Available for Grants.

         In the event of any change in the number of shares of Common Stock
outstanding by reason of any stock dividend or split, recapitalization, merger,
consolidation, combination or exchange of shares or similar corporate change,
the maximum aggregate number of shares of Common Stock with respect to which the
Committee may grant Options shall be appropriately adjusted by the Committee. In
the event of any change in the number of shares of Common Stock outstanding by
reason of any other event or transaction, the Committee may, but need not,




                                       6
<PAGE>

make such adjustments in the number and class of shares of Common Stock with
respect to which Options may be granted as the Committee may deem appropriate.

         (b) Increase or Decrease in Issued Shares Without Consideration.

         Subject to any required action by the shareholders of Viskase
(including, but not limited to, any shareholder action required under Code
Section 422 or any successor provision), in the event of any increase or
decrease in the number of issued shares of Common Stock resulting from a
subdivision or consolidation of shares of Common Stock or the payment of a stock
dividend (but only on the shares of Common Stock), or any other increase or
decrease in the number of such shares effected without receipt or payment of
consideration by Viskase, the Committee shall proportionally adjust the number
of shares of Common Stock subject to each outstanding Option and the exercise
price per share of Common Stock of each such Option in order to prevent such
increase or decrease from resulting in an enlargement or dilution of rights
under outstanding Options.

         (c) Certain Mergers.

         Subject to any required action by the shareholders of Viskase
(including, but not limited to, any shareholder action required under Code
Section 422 or any successor provision), in the event that Viskase shall be the
surviving corporation in any merger or consolidation (except a merger or
consolidation as a result of which the holders of shares of Common Stock receive
securities of another corporation, which shall be governed by Section 7(d)),
each Option outstanding on the date of such merger or consolidation shall
pertain to and apply to the securities which a holder of the number of shares of
Common Stock subject to such Option would have received in such merger or
consolidation.

         (d) Certain Other Transactions.

         Subject to any required action by the shareholders of Viskase
(including, but not limited to, any shareholder action required under Code
Section 422 or any successor provision), in the event of (i) a dissolution or
liquidation of Viskase, (ii) a sale of all or substantially all of Viskase's
assets, (iii) a merger or consolidation involving Viskase in which Viskase is
not the surviving corporation or (iv) a merger or consolidation involving
Viskase in which Viskase is the surviving corporation but the holders of shares
of Common Stock receive securities of another corporation and/or other property,
including cash, the Committee in its absolute discretion shall have the power
to:

         (i) cancel, effective immediately prior to the occurrence of such
event, each Option outstanding immediately prior to such event (whether or not
then exercisable), and, in full consideration of such cancellation, pay to the
Participant to whom such Option was granted an amount in cash, for each share of
Common Stock subject to such Option, equal to the excess of (A) the value, as
determined by the Committee in its absolute discretion, of the property
(including cash) received by the holder of a share of Common Stock as a result
of such event over (B) the exercise price of such Option; or



                                       7
<PAGE>
         (ii) provide for the exchange of each Option outstanding immediately
prior to such event (whether or not then exercisable) for an option with respect
to, as appropriate, some or all of the property for which such Option or is
exchanged and, incident thereto, make an equitable adjustment as determined by
the Committee in good faith in the exercise price of the option or the number of
shares or amount of property subject to the option or, if appropriate, provide
for a cash payment to the Participant to whom such Option was granted in partial
consideration for the exchange of the Option.

         (e) Other Changes.

         Subject to any required action by the shareholders of Viskase
(including, but not limited to, any shareholder action required under Code
Section 422 or any successor provision), in the event of any change in the
capitalization of Viskase or corporate change other than those specifically
referred to in Sections 7(b), (c) or (d) hereof, the Committee may, in good
faith, make such adjustments in the number and class of shares subject to
Options outstanding on the date on which such change occurs and in the per share
exercise price of each such Option as the Committee may consider appropriate and
equitable to prevent such change in capitalization or other corporate change
from resulting the an enlargement or dilution of rights under outstanding
Options.

         (f) No Other Rights.

         Except as expressly provided in the Plan, no Participant shall have any
rights by reason of any subdivision or consolidation of shares of stock of any
class, the payment of any dividend, any increase or decrease in the number of
shares of stock of any class or any dissolution, liquidation, merger or
consolidation of Viskase or any other corporation. Except as expressly provided
in the Plan, no issuance by Viskase of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number of shares
of Common Stock subject to an Incentive Award or the exercise price of any
Option.

8.       RIGHTS AS A STOCKHOLDER

         No person shall have any rights as a stockholder with respect to any
shares of Common Stock covered by or relating to any Incentive Award granted
pursuant to this Plan until the date of the issuance of a stock certificate with
respect to such shares. Except as otherwise expressly provided in Section 7
hereof, no adjustment to any Incentive Award shall be made for dividends or
other rights for which the record date occurs prior to the date such stock
certificate is issued.

9.       NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO INCENTIVE AWARD

         Nothing contained in the Plan or any Incentive Award shall confer upon
any Participant any right with respect to the continuation of his employment by
the Company or interfere in any way with the right of the Company, subject to
the terms of any separate employment or other agreement to the contrary, at any
time to terminate such employment or to increase or decrease the compensation of
the Participant from the rate in existence at the time of the grant of an
Incentive Award.



                                       8
<PAGE>
         No person shall have any claim or right to receive an Incentive Award
hereunder, and the Committee's granting of an Incentive Award to a Participant
at any time shall neither require the Committee to grant an Incentive Award to
such Participant or any other Participant or other person at any other time nor
preclude the Committee from making subsequent grants to such Participant or any
other Participant or other person.

10.      SECURITIES AND OTHER MATTERS

         (a) Viskase shall be under no obligation to effect the registration
pursuant to the Securities Act of any shares of Common Stock to be issued
hereunder or to effect similar compliance under any state laws. Notwithstanding
anything herein to the contrary, Viskase shall not be obligated to cause to be
issued or delivered any certificates evidencing shares of Common Stock pursuant
to the Plan unless and until Viskase is advised by its counsel that the issuance
and delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authorities and the requirements of any securities
exchange on which shares of Common Stock are traded. The Committee may require,
as a condition of the issuance and delivery of certificates evidencing shares of
Common Stock pursuant to the terms hereof, that the recipient of such shares
make such covenants, agreements and representations, and that such certificates
bear such legends, as the Committee, in its sole discretion, deems necessary or
desirable.

         (b) The exercise of any Option granted hereunder shall only be
effective at such time as counsel to Viskase shall have determined that the
issuance and delivery of shares of Common Stock pursuant to such exercise is in
compliance with all applicable laws, regulations of governmental authority and
the requirements of any securities exchange on which shares of Common Stock are
traded. Viskase may, in its sole discretion, defer the effectiveness of any
exercise of an Option granted hereunder in order to allow the issuance of shares
of Common Stock pursuant thereto to be made pursuant to registration or an
exemption from registration or other methods for compliance available under
federal or state securities laws. Viskase shall inform the Participant in
writing of its decision to defer the effectiveness of the exercise of an Option
granted hereunder. During the period that the effectiveness of the exercise of
an Option has been deferred, the Participant may, by written notice, withdraw
such exercise and obtain the refund of any amount paid with respect thereto.

11.      WITHHOLDING TAXES

         (a) Cash Remittance.

         Whenever shares of Common Stock are to be issued upon the exercise of
an Option, Viskase shall have the right to require the Participant to remit to
Viskase in cash an amount sufficient to satisfy federal, state and local
withholding tax requirements, if any, attributable to such exercise prior to the
delivery of any certificate or certificates for such shares.

         (b) Stock Remittance.

         At the election of the Participant, subject to the approval of the
Committee, when shares of Common Stock are to be issued upon the exercise of an
Option, the Participant may tender to




                                       9
<PAGE>
Viskase a number of shares of Common Stock determined by such Participant, the
Fair Market Value of which at the tender date the Committee determines to be
sufficient to satisfy the federal, state and local withholding tax requirements,
if any, attributable to such exercise or grant and not greater than the
Participant's estimated total federal, state and local tax obligations
associated with such exercise or grant. Such election shall satisfy the
Participant's obligations under Section 11(a) hereof, if any.

         (c) Stock Withholding.

         At the election of the Participant, subject to the approval of the
Committee, when shares of Common Stock are to be issued upon the exercise of an
Option, Viskase shall withhold a number of such shares, the Fair Market Value of
which at the exercise date the Committee determines to be sufficient to satisfy
the federal, state and local withholding tax requirements, if any, attributable
to such exercise or grant and is not greater than the Participant's estimated
total federal, state and local tax obligations associated with such exercise or
grant. Such election shall satisfy the Participant's obligations under Section
11(a) hereof, if any.

         (d) Other Payments.

         Whenever cash or property other than Common Stock is payable to any
Participant with respect to an Option, Viskase shall have the right to withhold
from any such payment (or secure payment from such Participant in lieu of
withholding) the amount of any withholding or other tax due with respect to such
payment prior to the delivery of such cash or property to the Participant.

12.      AMENDMENT OF THE PLAN

         The Board of Directors may at any time suspend or discontinue the Plan
or revise or amend it in any respect whatsoever; provided, however, that no such
suspension, discontinuance, revision or amendment shall adversely impair the
rights of any Participant pursuant to an outstanding Incentive Award without the
consent of such Participant. Notwithstanding the foregoing, the Committee may
take such actions as it deems appropriate to ensure that the Plan and any
Incentive Awards may comply with any tax, securities or other applicable law.
Nothing herein shall restrict the Committee's ability to exercise its
discretionary authority as provided in the Plan.

13.      NO OBLIGATION TO EXERCISE

         The grant to a Participant of an Option shall impose no obligation upon
such Participant to exercise such Option.

14.      TRANSFERS UPON DEATH

         Upon the death of a Participant, outstanding Incentive Awards granted
to such Participant may be exercised only by the executors or administrators of
the Participant's estate or by any person or persons who shall have acquired
such right to exercise by will or by the laws of descent and distribution. No
transfer by will or the laws of descent and distribution of any Incentive Award,
or the right to exercise any Incentive Award, shall be effective to bind Viskase
unless the Committee shall have been furnished with (a) written notice thereof
and with a copy of the will


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and/or such evidence as the Committee may deem necessary to establish the
validity of the transfer and (b) an agreement by the transferee to comply with
all the terms and conditions of the Incentive Award that are or would have been
applicable to the Participant and to be bound by the acknowledgments made by the
Participant in connection with the grant of the Incentive Award.

15.      EXPENSES AND RECEIPTS

         The expenses of the Plan shall be paid by Viskase. Any proceeds
received by Viskase in connection with any Incentive Award will be used for
general corporate purposes.

16.      FAILURE TO COMPLY

         In addition to the remedies of Viskase elsewhere provided for herein,
failure by a Participant to comply with any of the terms and conditions of the
Plan or the agreement executed by such Participant evidencing an Incentive
Award, unless such failure is remedied by such Participant within ten days after
having been notified of such failure by the Committee, shall be grounds for the
cancellation and forfeiture of such Incentive Award, in whole or in part, as the
Committee, in its absolute discretion, may determine.

17.      EFFECTIVE DATE AND TERM OF PLAN

         The Plan was adopted January 13, 2005 by the Board of Directors. No
grants may be made under the Plan after January 13, 2015.



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