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                                                                    EXHIBIT 10.8

                             VISKASE COMPANIES, INC.
                              RESTRICTED STOCK PLAN

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                             VISKASE COMPANIES, INC.
                              RESTRICTED STOCK PLAN

SECTION 1. PURPOSE

      The Board of Directors of Viskase Companies, Inc. (the "Company") has
established the Viskase Companies, Inc. Restricted Stock Plan (the "Plan"). The
purpose of the Plan is to encourage employees to stay in the employ of the
Company and its subsidiaries following the Company's restructuring of its
capital structure.

SECTION 2. DEFINITIONS

      Administrator: The Board.

      Award: Any grant of Restricted Shares made pursuant to the terms of the
Plan.

      Board: The Board of Directors of the Company.

      Change of Control: The Company's stockholders approve an agreement to
merge or consolidate the Company with another corporation, or an agreement
providing for the sale of substantially all of the assets of the Company to one
or more corporations and the approved transaction is consummated.
Notwithstanding the foregoing, Change of Control will not include any merger or
sale if the Company's holders before the merger or sale would control a majority
of the voting power of the successor immediately following the merger or sale.
However, Change of Control will include the acquisition by any person or group
(other than High River Limited Partnership, Debt Strategies Fund, Inc. or
Northeast Investors Trust or their respective affiliates) of 40% or more of the
voting power of the Company or its successor, but only if directors designated
by such acquiring person or group (other than High River Limited Partnership,
Debt Strategies Fund, Inc. or Northeast Investors Trust or their respective
affiliates) thereafter constitute a majority of the Board.

      Code: The Internal Revenue Code of 1986, as amended.

      Company: Viskase Companies, Inc., a Delaware corporation, and any
successor thereto.

      Disability: A condition entitling a Participant to benefit under the
long-term disability policy maintained by the Company or one of its
subsidiaries.

      Grant Date: The date on which an Award is made to a Participant.

      Participant: Any individual selected from time to time by the
Administrator to receive an Award in accordance with Section 3 below.

      Plan: The Viskase Companies, Inc. Restricted Stock Plan, as amended from
time to time.

      Stock: The Common Stock, par value a .01 per share, of the Company.

      Restricted Shares: Shares of Stock issued pursuant to the Plan subject to
restrictions as contemplated by Sections 5 and 6 of the Plan.

      Restriction Period: With respect to any Restricted Shares, the period of
time during which such Restricted Shares remain subject to conditions imposed by
the Plan in connection with the Award thereof that might result in the
forfeiture of such Award, as contemplated by Sections 5 and 6 of the Plan.

      Retirement: Termination of employment because of early or normal
retirement under an approved retirement program of the Company or one of its
subsidiaries.

SECTION 3. ADMINISTRATION

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      The Plan shall be administered by the Administrator. Subject to the terms
and conditions of the Plan, the Administrator shall make all determinations
necessary or advisable for the implementation and administration of the Plan,
including without limitation, (a) selecting Participants upon the consultation
and recommendation of the Company's Chief Executive Officer and (b) making
Awards in such amounts as the Administrator shall determine upon the
consultation and recommendation of the Company's Chief Executive Officer. In
addition, the Administrator shall have the authority to construe and interpret
the Plan and to waive any restriction applicable to an Award including, without
limitation, forfeiture of an Award in the event of termination of employment.
Any decision made or action taken in good faith by the Administrator in
connection with the administration, interpretation, and implementation of the
Plan and of its rules and regulations shall, to the extent permitted by law, be
conclusive and binding upon all Participants under the Plan and upon any person
claiming under or through a Participant. No member of the Administrator will be
liable for any action taken or determination made in good faith by the
Administrator or such member with respect to the Plan or any Award thereunder,
and no other director of the Company shall be liable for any such decision made
or action taken by the Administrator. The Administrator may obtain such advice
or assistance from others as it deems appropriate. In addition, to the extent
permitted by law, the Administrator may delegate its duties hereunder.

SECTION 4. STOCK SUBJECT TO PLAN

      Subject to Section 7, the aggregate number of shares of Stock that may be
issued under the Plan shall not exceed 660,000. The shares of Stock to be
delivered under the Plan will be made available from authorized but unissued
shares of Stock. In the event that any Award expires, terminates or is cancelled
for any reason, the shares of Stock awarded but not vested shall again be
available for grant under the Plan.

SECTION 5. RESTRICTED SHARES AWARDS

      (a)   Grant of Restricted Shares. Subject to the terms and conditions set
forth in the Plan, Awards shall be granted to Participants in such amounts as
determined by the Administrator in accordance with Section 3 above.

      (b)   Terms and Conditions of Restricted Shares. Restricted Shares granted
to Participants under the Plan shall be subject to the following terms and
conditions until they vest in accordance with the vesting schedule set forth in
Section 5(c) below.

            (i)   Subject to Sections 3 and 7, Restricted Shares granted to
      Participants may not be sold, assigned, transferred, pledged, or otherwise
      encumbered. No Restricted Shares subject to the Plan shall be subject to
      seizure by any creditor of the Participant or of his/her beneficiary, by a
      proceeding in law or in equity, nor shall such amounts be transferable by
      operation of law in the event of bankruptcy or insolvency of the
      Participant or of his/her beneficiary. Any such attempted sale,
      assignment, transfer, pledge, encumbrance, or other disposition not in
      strict compliance with the Plan shall be null and void. Except for such
      restrictions contained in this Section 5 and except that the Participant
      shall not be entitled to delivery of a certificate representing such
      shares until such shares have vested, the Participant as owner of such
      shares shall have all the rights of a stockholder, including but not
      limited to the right to vote the shares.

            (ii)  Any dividends paid on Restricted Shares shall be paid into a
      trust account for the benefit of the Participants and shall be paid to the
      Participant with respect to such Restricted Shares if and as such
      Restricted Shares shall vest.

            (iii) Restricted Shares granted under the Plan shall be held in book
      entry form on the records of the transfer agent of the Company.

      (c)   Vesting Schedule. Shares of Stock initially granted shall vest as
follows: (i) 12-1/2% of such shares on the Grant Date, (ii) 17-1/2% of such
shares on the first anniversary of the Grant Date, (iii) 20% of such shares on
the second anniversary of the Grant Date, (iv) 20% of such shares on the third
anniversary of the Grant Date, and (v) 30% of such shares on the fourth
anniversary of the Grant Date. Shares of Stock granted to Participants after the
first grant shall vest as determined by the Administrator in accordance with
Section 3 above.

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      (d)   Subject to the limitations of the Plan, upon vesting, a certificate
for such shares will be issued to the Participant (or his or her legal
representative, beneficiary or heir).

SECTION 6. TERMINATION OF EMPLOYMENT

      (a)   All Restricted Shares subject to an Award which have not vested to a
Participant at the time of termination of employment shall be forfeited upon
termination of employment with the Company or one of its subsidiaries for any
reason other than involuntary separation of employment from the Company for any
reason other than for Cause, as hereinafter defined, on the part of the
Participant ("Termination"), or the Disability or Retirement of such
Participant. "Cause" shall mean a finding adopted in good faith by the
Administrator that a Participant willfully failed to substantially perform his
services or duties for the Company (other than a failure resulting from a
Participant's Disability) and in the good faith judgment of the Administrator
such failure continues following reasonable notice to the Participant providing
a reasonable description of the basis for the Administrator's finding; provided,
however, that if the Participant is a party to an Employment Agreement, the
definition of "cause" set forth in that Agreement shall be substituted for the
foregoing definition.

      (b)   In the event the employment of a Participant with the Company or one
of its subsidiaries shall terminate on account of Disability, such Participant
or beneficiary shall not forfeit any Restricted Shares subject to an Award which
have not yet vested and, at the time the shares would have otherwise vested
hereunder, the Participant or his/her beneficiary shall be entitled to delivery
of a certificate representing the Restricted Shares granted to such Participant.

      (c)   In the event of a Termination (as defined in paragraph (a)), such
Participant or beneficiary shall not forfeit any Restricted Shares subject to an
Award which have not yet vested and shall be immediately entitled to delivery of
a certificate representing such Restricted Shares.

SECTION 7. CHANGE OF CONTROL; ADJUSTMENT PROVISIONS

      In the event of a Change of Control, all restrictions on the Restricted
Shares shall immediately lapse and Participants shall be immediately entitled to
delivery of a certificate representing such Restricted Shares. In the event of
any change in the number of shares of Preferred Stock or Common Stock
outstanding by reason of any stock dividend or split, recapitalization, merger,
consolidation, combination or exchange of shares or similar corporate change,
each Award of Restricted Stock and the number of shares authorized for issuance
under Section 4 hereof shall be proportionally adjusted.

SECTION 8. GENERAL PROVISIONS

      (a)   Employment. Nothing in the Plan or in any related instrument shall
confer upon any Participant any right to continue in the employment of the
Company or one of its subsidiaries or shall affect the right of the Company or
one of its subsidiaries to terminate the employment of any Participant with or
without cause.

      (b)   Legality of Issuance of Shares. No Stock shall be issued pursuant to
an Award unless and until all legal requirements applicable to such issuance
have been satisfied.

      (c)   Ownership of Stock Allocated to Plan. No Participant (individually
or as a member of a group), and no beneficiary or other person claiming under or
through such Participant, shall have any right, title, or interest in or to any
Stock allocated or reserved for purposes of the Plan or subject to any Award
except as to shares of Stock, if any, as shall have been issued to such
Participant.

      (d)   Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Illinois.

      (e)   Acceptance of Awards. The acceptance of an Award by a Participant
shall be deemed to indicate the acceptance by the Participant and ratification
of, and consent to, any action taken under the Plan by the Company or
Administrator.

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      (f)   Award Agreements. Each Participant receiving an Award under the Plan
shall enter into an Award Agreement and any other agreement required by the
Administrator with the Company in a form specified by the Administrator. Each
such Participant shall agree to the restrictions, terms and conditions of the
Award set forth therein and in the Plan.

      (g)   Certain Legal Requirements. Each Award under the Plan shall be
subject to the requirement that, if at any time the Administrator determines, in
its discretion, that the listing, registration, or qualification of the shares
subject to the Award upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the issue,
purchase, or transfer of the shares of Stock subject to such Award, such shares
shall not be issued, purchased, or transferred unless such listing,
registration, qualification, consent, or approval shall have been effected or
obtained free of any conditions not acceptable to the Administrator. As a
condition precedent to the issuance of shares pursuant to the grant of an Award,
the Administrator may require that the Participant take any reasonable action to
meet such requirement. The Administrator may impose any restrictions it deems
advisable on the Restricted Shares subject to any Award relating to compliance
with the Securities Act of 1933, as amended, and any other applicable blue sky
or other securities laws, and to the requirements of any stock exchange or
securities quotation system upon which such shares or shares of the same class
are then listed or quoted.

      (h)   Withholding. At the time the restrictions on the Restricted Shares
lapse, the Company or one of its subsidiaries, whichever the case may be, shall
have the right to withhold from a Participant's wages an amount sufficient to
satisfy any applicable federal, state or withholding tax requirements.

SECTION 9. TERM, AMENDMENT OR DISCONTINUANCE OF THE PLAN

      (a)   This Plan and the Awards granted hereunder shall only be effective
upon the effective date of the Company's prepackaged chapter 11 plan of
reorganization, as contemplated under the Restructuring Agreement, dated as of
July 15, 2002, among the Company, High River Limited Partnership, Debt
Strategies Fund, Inc., and Northeast Investors Trust.

      (b)   Amendment or Discontinuance. The Plan may be amended or discontinued
by the Board from time to time, subject to any requirements of law or any stock
exchange or other system on which the Stock may be traded. The Administrator may
(i) without the consent of a Participant, make such modifications in the terms
and conditions of an Award held by such Participant as the Administrator deems
advisable and which do not adversely affect the rights of such Participant in
such Award and (ii) with the consent of a Participant, make any other
modifications in the terms and conditions of an Award held by such Participant
as the Administrator deems advisable.

      (c)   Effect of Amendment or Discontinuance on Awards. No amendment or
discontinuance of the Plan by the Board or the stockholders of the Company shall
adversely affect the rights of a Participant in any Award theretofore granted to
such Participant without the consent of such Participant.

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