Exhibit 10.1


    
      

    


    Exhibit
      10.1

    


    SEPARATION
      AGREEMENT

    


    


    
      	
              Date:

            	
              January
                15, 2007

            


    

    


    
      	
              Prepared
                for:

            	
              Gordon
                S. Donovan

            


    

    617
      South
      Middleton

    Palatine,
      Illinois 60067

    (847)
      991-0436

    


    
      	
              Service
                Date:

            	
              September
                21, 1987

            


    

    
      	
              Last
                Day Worked:

            	
              January
                31, 2007

            


    

    


    This
      Separation Agreement (the “Agreement”) is hereby entered into accordance with
      the terms of the Severance Benefit Agreement between Viskase Companies, Inc
      (“Viskase”) and Gordon S. Donovan, dated January 3, 2006 (the “Severance Benefit
      Agreement”).

    


    Severance
      Pay

    Pursuant
      to the terms of Section 2(a) of the Severance Benefit Agreement, and contingent
      upon your execution and non-revocation of a general release (attached as Exhibit
      A to this Agreement), you will be paid severance pay for six (6) months at
      your
      current base salary of $16,568.00 per month commencing the first pay period
      falling after the effective date of your general release agreement, and
      continuing for six (6) months thereafter (the “Severance Period”). Your
      severance pay will be payable as part of the Company’s normal payroll
      cycle.

    


    In
      the
      event of your death prior to completion of the total severance pay due you,
      the
      remaining severance pay balance at the time of your death will be payable to
      your designated beneficiaries, or in absence of such designation to your estate,
      in accordance with the payment schedule contained herein. 

    


    Total
      Maximum Benefit: $99,408.00

    


    Outplacement
      Counseling

    You
      will
      be provided with executive outplacement services the selection of which will
      be
      by mutual agreement. 

    


    The
      outplacement services will continue for six (6) months. The outplacement
      services will be fully at Viskase expense. 

     

    No
      payment will be made in lieu of this benefit.

    


    Management
      Incentive Plan (M.I.P.)

    Though
      the current evaluation of the 2006 plan results does not suggest that a 2006
      M.I.P. payment will be provided, should there be a change in those results,
      you
      will be paid any earned 2006 M.I.P. as would be calculated per the 2006 M.I.P.
      provisions. 

    


    Pursuant
      to the terms of Section 2(a)(ii) of the Severance Benefit Agreement, and
      contingent upon your execution and non-revocation of a general release (attached
      as Exhibit A to this Agreement), you will be paid any earned 2007 M.I.P. based
      on the 2007 M.I.P. provisions. Any payment of the 2007 M.I.P. will be based
      on
      your latest annualized salary ($198,816.00) prorated for the time of your active
      employment. The 2007 M.I.P. target payout percentage will be consistent with
      Management Level I-P (45.0%); a personal performance percentage of 70%; and
      will
      be paid at the same time that all 2007 M.I.P. payments are made to participants.
      

    


    Stock
      Options 

    Under
      the
      Company’s 2005 Stock Option Plan, as amended (“the “Plan”), you have been
      granted stock options to purchase an aggregate of 50,000 shares of common stock
      of the Company. Under the terms of the 2005 Stock Option Plan, the 33,333 vested
      options shall remain exercisable until the sixtieth (60th)
      day
      following your date of termination. The remaining unvested options expire on
      your date of termination.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Your
      stock options will continue to be subject to the terms and conditions contained
      in the Plan and any applicable award documents. Please contact Charles Pullin
      at
      (630) 874-0693 if you wish to exercise any of your stock options.

    


    Restricted
      Stock

    Under
      the
      Viskase Companies, Inc. Restricted Stock Plan, on April 3, 2002 you were granted
      45,605 restricted shares. Shares of the stock granted to you currently not
      vested will become fully vested as of January 31, 2007 per the terms and
      conditions contained in the Plan and any applicable award
      documents.

    


    Executive
      Auto Reimbursement

    Viskase
      will provide you a lump sum payment in the amount of $17,400.00
      representing the auto reimbursement of $600.00 per month for the remaining
      29
      months of your auto reimbursement. This amount will appear in your W-2 income
      for 2007 and will be grossed up to be tax-neutral.

    


    Vacation

    You
      will
      be paid for any unused 2007 vacation, the 2008 accrued vacation, and any banked
      vacation on your last active day of employment, or January 31,
      2007.

    


    Medical,
      Dental, and Life Insurance Benefits

    Contingent
      upon your execution and non-revocation of a general release (attached as Exhibit
      A to this Agreement), you and all eligible dependents will be able to continue
      to participate in the medical, dental, vision, basic life, supplemental life,
      and dependent life insurance plans during the Severance Period, or until you
      are
      covered under the plans of your new employer, whichever comes first. Your
      payroll deductions will continue for any plans you wish to
      maintain.

    


    Please
      note that these benefits are subject to the terms and conditions of their
      applicable governing documents. The recitation of your eligibility for Medical,
      Dental and Life Benefits herein should not be construed as vesting you in those
      benefits and such benefits remain subject to the amendment and termination
      provisions of the applicable governing documents.

    


    Medical
      and Dental Insurance Continuation

    When
      your
      coverage ends under the Viskase plans at the end of the severance period, you
      may continue medical and/or dental benefits with Viskase under COBRA for up
      to
      an additional 18 months. A letter will be provided to you explaining the
      coverage, enrollment procedures, and cost. 

    


    Life
      Insurance Continuation

    Basic
      and
      supplemental life insurance plans may be converted and/or ported to an
      individual policy if you apply within 30 days from the end of the severance
      period. A conversion form and a portability form will be provided to
      you.

    


    Unemployment
      Compensation

    You
      are
      subject to the unemployment insurance laws of Illinois. 

    


    Defined
      Benefit Pension

    You
      meet
      the requirements for a full pension benefit from the Retirement Program for
      Employees of Viskase Corporation. You also meet the eligibility requirements
      for
      Retiree Health and Life benefits.

    


    
      	
              Estimated
                Single Life Benefit as of February 1, 2007:

            	
              $1,756.44/month

            
	
              Estimated
                Joint & Survivor Benefit as of February 1, 2007:

            	
              $1,680.91/month

            


    

    


    These
      benefits are subject to the terms and conditions of their applicable governing
      documents. The recitation of your eligibility for Retiree Health and Life
      Benefits herein should not be construed as vesting you in those benefits and
      such benefits remain subject to the amendment and termination provisions of
      the
      applicable governing documents.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SAVE
      Plan

    Your
      SAVE
      deductions will stop January 31, 2007. If your balance is over $5,000, you
      may
      leave your money in the Plan until age 70 1⁄2, or elect a distribution. If you
      elect a distribution, you may receive your entire account balance in a lump
      sum,
      elect monthly installment payments if you retire, or roll the balance over
      into
      an IRA. If your balance is under $5,000, you must receive a distribution.


    


    You
      may
      exercise your options by calling the Prudential
      Voice Interactive System
      at
      1.877.778.2100, or via the web at the Prudential
      Online Retirement Center
      at
      www.prudential.com/online/retirement.

    


    Post-Employment
      Obligations

    As
      part
      of this Separation Agreement, it is understood, as acknowledged by your
      signature at the end of this letter, that you remain bound by the terms of
      Sections 4 through 15 of the Severance Benefit Agreement.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Sincerely,

    


    VISKASE
      COMPANIES, INC.

    


    


    
      	
              BY: 

            	 	 
	 	
              Robert
                L. Weisman

            
	 	
              President
                & CEO

            


    

    


    By
      my
      signature below, I hereby acknowledge receipt of a signed original of this
      document and indicate my understanding, acceptance and agreement to all the
      terms and conditions of the Separation Agreement.

    


    
      	 	 
	
              Gordon
                S. Donovan

            	 


    

    


    
      	
              Dated:

            	 	 


    

    


    


    *Please
      note that insurance plans may change or terminate at any time.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      A

     

    GENERAL
      RELEASE

     

    In
      consideration of the benefits provided under the Separation Agreement between
      Gordon
      Donovan
      and
      Viskase, dated 1/15/2007
      (the
      “Separation Agreement”), the
      adequacy and sufficiency of which are hereby acknowledged, and pursuant to
      the
      terms of such Agreement, Gordon
      Donovan
      hereby
      releases and forever discharges Viskase Companies, Inc. (“Viskase”), its
      officers, directors, employees, affiliates, successors, assigns and agents
      from
      any and all causes of actions, suits, damages, claims, demands, costs, losses,
      expenses, fees, rights, liabilities and controversies, whatsoever, at law or
      in
      equity, pursuant to statute, rule, regulation or order, or otherwise, which
      he
      ever had or now has against Viskase, directly or indirectly, whether known
      or
      unknown, asserted or unasserted, fixed or contingent, disclosed or undisclosed,
      including but not limited to all claims asserted or which could have been
      asserted in connection with his employment with Viskase or his termination
      of
      employment, including, without limitation, any breach of contract claims and
      claims of employment discrimination or wrongful discharge, under Title VII
      of
      the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment
      Act of 1967, as amended, the Americans With Disabilities Act, any similar State
      or local law prohibiting employment discrimination or other federal, state
      or
      local law, regulation, ordinance or order. Notwithstanding anything contained
      herein to the contrary, this General Release does not release or discharge
      Viskase from its obligations under the Separation Agreement (the
      “Continuing Obligations”), or to any claims that cannot be released as a matter
      of law.

    


    Gordon
      Donovan
      expressly acknowledges and agrees that the foregoing release is a full general
      release (other than of the Continuing Obligations) which includes, without
      limitation, all claims or damages which may exist as of the date of this
      release, but which he does not know to exist in his favor, whether through
      ignorance, oversight, error, negligence, or otherwise, and which might, if
      known, have materially affected his decision to enter into this release.
Gordon
      Donovan
      acknowledges and agrees that: (i) he has had adequate opportunity, in
      consultation with counsel of his choice, to ascertain the facts and the law
      relevant to this release and to his decision to enter into it; and (ii) the
      facts and/or the law may be materially different from what he understands them
      to be, he expressly assumes the risk thereof, and such shall not affect the
      validity or enforceability of this release.

    


    In
      accordance with the Older Workers Benefit Protection Act of 1990, Gordon
      Donovan
      acknowledges that he shall have twenty-one (21) days from the date he receives
      this General Release to sufficiently consider the terms of this General Release,
      and upon his acceptance of the same, he shall have seven (7) days thereafter
      to
      revoke his acceptance of this General Release. Any attempt on the part of
Gordon
      Donovan
      to
      revoke his acceptance of this General Release within the seven (7) days period
      provided for must be in writing and sent to the attention of John O. Cunningham,
      Viskase Companies, Inc., 8205 South Cass Avenue, Darien, Illinois 60561.
Gordon
      Donovan
      acknowledges that Viskase shall not accept a copy of this General Release prior
      to Gordon
      Donovan’s
      last
      date of employment with Viskase, and further acknowledges that Gordon
      Donovan
      will not
      receive and will not be entitled to receive any of the benefits listed in the
      Separation Agreement which are contingent upon the execution of this General
      Release until the revocation period set forth in this paragraph has expired
      without his having revoked his acceptance of this General Release.

    


    Gordon
      Donovan,
      by
      signing this General Release, acknowledges that he has read this General
      Release, has had an opportunity to consider its terms, understands that he
      is
      giving up important rights, is aware and has been encouraged by Viskase to
      consult with any attorney before signing this General Release and has either
      consulted an attorney or elected not to exercise such right, and has signed
      this
      General Release knowingly and voluntarily.

    


    IN
      WITNESS WHEREOF, the undersigned has executed this General Release as of the
      date set forth below.

    


    
      	 	 	 
	 	
              Gordon
                Donovan

            	 
	 	 	 	 
	 	
              Dated:

            	
              January
                31, 2007