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                                                                    EXHIBIT 10.9

                             VISKASE COMPANIES, INC.

                 Management Incentive Plan for Fiscal Year 2004

I.    PURPOSE

      The Viskase Companies, Inc. Management Incentive Plan has been established
      for Fiscal Year 2004 for those Participants defined under Section III
      below.

      The purpose of this Plan is to provide additional compensation to
      Participants for their contribution to the achievement of the objectives
      of the Company, encouraging and stimulating superior performance by such
      personnel, and assisting in attracting and retaining highly qualified key
      employees.

II.   DEFINITIONS

      A. Base Salary equals the salary earnings for the portion of the Fiscal
      Year during which the Participant was an active employee at the level of
      management for which the computation is made. Salary earnings do not
      include Plan awards, long-term incentive awards, and imputed income from
      such programs as executive life insurance, auto allowance, or
      non-recurring earnings such as moving expenses. Salary earnings are
      determined before reductions for contributions under Section 401(K) of the
      Internal Revenue Code of 1986 as amended.

      B. Company means Viskase Companies, Inc. and its subsidiaries and its
      successors and assigns.

      C. Fiscal Year means the Company's Fiscal Year beginning January 1 and
      ending the last day of December.

      D. Plan means the Viskase Companies, Inc. Management Incentive Plan, as
      from time to time amended.

      E. Chief Executive Officer means the Chief Executive Officer of Viskase
      Companies, Inc.

      F. Financial Targets are the financial goal(s) of the Company for the
      Fiscal Year identified in Exhibit B as applied to Participants in Exhibit
      C.

      G. Personal Goals refer to the personal goals and objectives set by each
      Participant and his/her supervisor at the beginning of each Fiscal Year
      against which performance is measured under Section V below.

III.  EMPLOYEES COVERED BY THIS PLAN

      Those employees listed on Exhibit C (each a "Participant") shall be
      eligible to participate in this Plan.

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IV.   FINANCIAL AWARD

      A Participant in the Plan shall be entitled to a Financial Award computed
      as the product of:

<TABLE>
<S>                    <C>  <C>             <C>  <C>               <C>   <C>             <C> <C>
                                                    Company              Individual
Participant's Base          Bonus as a %         Performance as          Performance          Participant's
      Salary           X      of Salary     X    a % of Target     X       Rating        =   Financial Award
</TABLE>

      A. "Participant's Base Salary" shall be the salary as defined in Section
      II A in effect during applicable period.

      B. "Bonus as % of Salary" shall be as set forth in Exhibit A, Table I
      based upon Management Level of each Participant.

      C. "Company Performance as a % of Target" shall be determined in
      accordance with the schedule set forth in Exhibit A, Table II based on the
      attainment of the Company's financial target for the applicable period.

      D. "Individual Performance Rating" shall be based on an individual
      performance evaluation in accordance with Section V below

      If a Participant was in more than one management level during a Fiscal
      Year, a separate computation shall be made for each level applicable to
      the Participant during such Fiscal Year; the sum of the separate
      computations shall be the Participant's Financial Award.

V.    PERSONAL PERFORMANCE RATING

      Personal goals for each Participant are to be developed jointly by the
      Participant and his/her supervisor for the Fiscal Year. Attainment of such
      goals and other performance criteria, both quantifiable and
      non-quantifiable, may be used to arrive at an overall individual
      performance rating. Such criteria shall be applied consistently to
      Participants with similar duties pursuant to an evaluation process to be
      reviewed and approved by the Vice President, Administration. Criteria that
      may be weighed in arriving at an individual performance rating include,
      without limitation:

      -     Achievement of income goals

      -     Development of subordinates

      -     Successful completion or progress toward completion of projects

      -     Successful development of new accounts/products

      -     Improvement in product programs

      -     Attainment of self development objectives

      -     Control or reduction of operating expenses

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      The supervisor will assign a Personal Performance Rating, reflecting the
      Participant's performance during such Fiscal Year. The Personal
      Performance Rating recommendation of the supervisor shall be reviewed by
      the appropriate member of the Management Committee, who shall recommend an
      appropriate Personal Performance Rating to the Chief Executive Officer who
      shall approve the final Personal Performance Rating for each Participant.
      The Chief Executive Officer reserves the right, in his sole discretion, to
      accept the Personal Performance Rating recommendation for each Participant
      or to modify any Personal Performance Rating for any Participant to
      achieve such dispersion of performance ratings as the Chief Executive
      Officer deems appropriate.

VI.   PERFORMANCE MEASURES, TARGETS AND PAYOUT RANGES

      The financial performance measures, targets and payout ranges used for
      incentive purposes shall be established by the Board of Directors based on
      the annual business plan. Those measures, targets and payout ranges, as
      appropriate, shall be approved by the Chief Executive Officer and the
      Board of Directors. The performance measures, targets and payout ranges
      are defined in Exhibit B.

VII.  PARTICIPANT BONUS COMPOSITION

      The composition of the bonuses are established by Management Level and
      communicated individually to each Participant.

VIII. COMPUTATION AND DISBURSEMENT OF FUNDS

      As soon as practicable after the close of the Fiscal Year, the members of
      the Management Committee will recommend a Personal Performance Rating for
      each Participant in his department to the Chief Executive Officer and the
      Board of Directors. The Chief Financial Officer of the Company shall
      calculate the financial performance measure. A Personal Performance
      Percentage (%) shall be determined by the Chief Executive Officer, which
      will be applied uniformly to each Personal Performance Rating. The
      proposed payout shall be presented to the Board of Directors for final
      approval. Once approved, payment of the Financial Awards shall be made as
      soon as practicable after the completion of the annual audit.

      If the Participant dies before receiving his/her award, the amount due
      will be paid to the designated beneficiaries on file with the Company and,
      in the absence of such designation, to the Participant's estate.

      All payment awards shall be reduced by amounts required to be withheld for
      taxes at the time payments are made.

IX.   CHANGES TO TARGET

      The Chairman of the Board of Directors, at any time prior to the final
      determination of awards and in consultation with the Board of Directors,
      may consider changes to the performance measures, targets, and payout
      ranges used for incentive purposes, such that if, in the judgment of the
      Chairman of the Board of Directors, such change(s) is/are desirable

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      in the interests of equitable treatment of the Participants and the
      Company as a result of extraordinary or non-recurring events, changes in
      applicable accounting rules or principles, changes in the Company's
      methods of accounting, changes in applicable law, changes due to
      consolidation, acquisitions, or reorganization. The Chief Executive
      Officer shall implement such change(s) for immediate incorporation into
      the Plan.

X.    PARTIAL AWARDS

      A Participant shall be entitled to payment of a partial Financial Award
      if, prior to the end of such Fiscal Year, a Participant:

      -     Dies;

      -     Retires (is eligible to immediately receive retirement benefits
            under a Company sponsored retirement plan);

      -     Becomes permanently disabled;

      -     Transfers to a position with a salary grade not eligible for
            participation in the Plan;

      -     Enters military service;

      -     Takes an approved leave of absence;

      -     Is appointed or elected to public office; or

      -     Is terminated due to position elimination.

      provided that the Participant was an active employee for a minimum of 30
      consecutive calendar days during such Fiscal Year. Such partial awards
      shall be paid at the time when payments of awards for such Fiscal Year are
      made to active Participants.

      Participants hired, or who otherwise become eligible to participate
      hereunder, during the course of a Fiscal Year and who are employed through
      the end of such Fiscal Year shall be eligible for a pro-rated award based
      on their Base Salary during such Fiscal Year and length of eligible
      service prior to the end of the Fiscal Year.

XI.   FORFEITURE OF BONUS

      Except as provided in Section X, no Participant who ceases to be an
      employee of the Company prior to the end of a Fiscal Year shall be
      entitled to any Financial Award under this Plan for such Fiscal Year
      unless the Chief Executive Officer determines otherwise.

      Except as provided in Section X, Participants who cease to be an employee
      of the Company between the end of a prior Fiscal Year and the payment date
      of awards for such prior Fiscal Year shall not be entitled to awards
      earned during such prior Fiscal Year unless the Chief Executive Officer
      determines otherwise.


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XII.  ADMINISTRATION

      This Plan shall be administered by the Vice President, Administration of
      Viskase Companies, Inc., subject to the control and supervision of the
      Chief Executive Officer and the Board of Directors of Viskase Companies,
      Inc.

      In the event of a claim or dispute brought forth by a Participant, the
      decision of the Chief Executive Officer as to the facts in the case and
      the meaning and intent of any provision of the Plan, or its application,
      shall be final and conclusive.

XIII. NO EMPLOYMENT CONTRACT; FUTURE PLANS

      Participation in this Plan shall not confer upon any Participant any right
      to continue in the employ of the Company nor interfere in any way with the
      right of the Company to terminate any Participant's employment at any
      time. The Company is under no obligation to continue the Plan in future
      Fiscal Years.

XIV.  AMENDMENT OR TERMINATION

      The Board of Directors of the Company may at any time, or from time to
      time, (a) amend, alter or modify the provisions of this Plan, (b)
      terminate this Plan, or (c) terminate the participation of an employee or
      group of employees in this Plan; provided, however, that in the event of
      the termination of this Plan or a termination of participation, the
      Company shall provide the partial awards to the affected Participant(s)
      for the portion of the Fiscal Year during which such employee(s) were
      Participants in this Plan, in a manner in which the Company, in its sole
      judgment, determines to be equitable to such Participants and the Board of
      Directors of the Company.

XV.   GENERAL PROVISIONS

      A. No right under the Plan shall be assignable, either voluntarily or
      involuntarily by way of encumbrance, pledge, attachment, level or charge
      of any nature (except as may be required by state or federal law).

      B. Nothing in the Plan shall require the Company to segregate or set aside
      any funds or other property for the purpose of paying any portion of an
      award. No Participant, beneficiary or other person shall have any right,
      title or interest in any amount awarded under the Plan prior to the close
      of the Fiscal Year, or in any property of the Company or its subsidiaries.

   ________________________________         ____________________________________
      Final Approval Date                         Chief  Executive Officer

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