VISKASE WORLDWIDE
                            MANAGEMENT INCENTIVE PLAN
                                Fiscal Year 2002

I.   PURPOSE

     The Viskase Worldwide Management Incentive Plan (MIP) has been
     established for Fiscal Year 2002 for those covered employees defined
     under Section III below.

     The purpose of this Management Incentive Plan is to provide additional
     compensation to participants for their contribution to the achievement
     of the objectives of the Company including:

     -   Assisting in attracting and retaining highly qualified key
         employees.

     -   Encouraging and stimulating superior performance by such personnel.

II.  DEFINITIONS

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

     B.   Company means Viskase Worldwide, 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 Worldwide Management Incentive Plan as from
          time to time amended.

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

     F.   Financial Targets are the financial goal(s) appropriate to the
          company for the Fiscal Year. These goals are identified in Exhibit
          B and are specifically identified by participant in Exhibit C.











<PAGE>
     G.   Discretionary 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.

III. EMPLOYEES COVERED BY THIS PLAN

     The Plan is applicable to those management employees and other key
     personnel in the management levels specified.

IV.  FINANCIAL AWARD

     A participant in the Plan shall be entitled to a Financial Award
     computed in accordance with the following formula:

      Base         Financial         Bonus               Financial
      Salary   x   Performance   x   Percent        =    Performance
                   Incentive         Allocated           Award
                   Earned            To Financial
                                     Targets

     Where:

     -    "Base Salary" is as defined in Section II A.

     -    "Financial Performance Incentive Earned" is determined by the
          relationship of actual achievement to targeted goals, with full
          attainment of the financial goals equating to target for each
          measure as set forth in the business plan. The target for each
          participant is a function of management level slotting. Actual
          performance below target will result in no award being paid on that
          particular financial measure.

     -    "Bonus Percent Allocated To Financial Targets" shall range from 0%
          to 100%.

     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 Performance Award.

















<PAGE>
V.   PERSONAL PERFORMANCE AWARD

     Goals for each participant are to be developed jointly by the
     participant and his/her supervisor at the beginning of a Fiscal Year. It
     is anticipated that both quantifiable and non-quantifiable goals will be
     developed in the process. Each goal should be weighted from 0% to 100%,
     with the sum of the weights equal to 100%.

     A participant in the Plan shall be entitled to a Personal Performance
     Award computed in accordance with the following formula

      Base         Personal          Bonus                 Personal
      Salary   x   Performance   x   Percent       =       Performance
                   Incentive         Allocated             Award
                   Earned            To Personal
                                     Objectives

     Where:

     -    "Base Salary" is as defined in Section II A.

     -    "Percent of Personal Objectives Achieved" ranges from 0% to 100%
          and is determined by the agreed upon performance of the individual
          against pre-established individual goals.

     -    "Percent of Bonus Allocated to Personal Objectives" shall range
          from 0% to 100%.

     It is intended that the participant and his/her supervisor will agree on
     meaningful individual goals. The following is a partial list of the type
     of goals or objectives that may be developed:

     -    Achievement of income goals

     -    Development of subordinates

     -    Successful development of new accounts/products

     -    Improvement in product merchandising programs

     -    Attainment of self development objectives

     -    Control or reduction of operating expenses













<PAGE>
     At the end of a Fiscal Year, each participant will review and evaluate
     his/her accomplishment of personal goals and objectives. The participant
     and his/her supervisor will then review the preliminary rating.
     Thereafter, the supervisor will assign a Personal Performance %, from 0%
     to 100%, reflecting the participant's achievement of his/her goals
     during such Fiscal Year. The Personal Performance % recommendation of
     the supervisor shall be reviewed by the appropriate member of the
     Management Committee, who shall recommend an appropriate Personal
     Performance % to the Chairman of the Board and Chief Executive Officer
     who shall approve the final Personal Performance % for each participant.

VI.  PERFORMANCE MEASURES, TARGETS AND PAYOUT RANGES

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

VII. PARTICIPANT BONUS COMPOSITION

     The composition of each participant's bonus shall be determined by the
     Chairman of the Board and Chief Executive Officer. The composition may
     have a Discretionary portion and a Financial portion. 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 possible after the close of the Fiscal Year, the members of
     the Management Committee will recommend a final personal goal
     achievement percentage and incentive award payment to the Chairman of
     the Board and Chief Executive Officer. Once approved, payment of the
     awards shall be made as soon as possible 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.














<PAGE>
IX.  CHANGES TO TARGET

     The Chairman of the Board and Chief Executive Officer, at any time prior
     to the final determination of awards and in consultation with the
     Management Committee, may consider changes to the performance measures,
     targets, and payout ranges used for incentive purposes. If, in the
     judgment of the Chairman of the Board and Chief Executive Officer, such
     change(s) is/are desirable 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
     Chairman of the Board and Chief Executive Officer shall authorize and
     approve such change(s) for immediate incorporation into the Plan.
     Further, should actual performance on any one or all of the financial
     measure(s) be less than or greater than target by twenty five percent
     (25%) or more, the award actually earned under that measure(s) will be
     at the sole discretion of the Chairman of the Board and Chief Executive
     Officer subject to approval by the Compensation Committee of the Board.

X.   PARTIAL AWARDS

     A participant shall be entitled to payment of a partial Financial Award
     and a partial Personal Objectives Award, computed in accordance with
     Sections IV and V, and based on Base Salary in a Fiscal Year, 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,

     -   Is terminated due to position elimination,












<PAGE>
     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 when payments of non-deferred awards for such Fiscal Year
     are made.

     Participants hired during the course of a Fiscal Year and who are
     employed through the end of such Fiscal Year shall be eligible for an
     award based on their Base Salary during such Fiscal Year, provided that
     such employees begin active service prior to February 1 of such 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 amounts under this Plan for such Fiscal Year unless the
     Chairman of the Board and Chief Executive Officer, in consultation with
     the Vice President, Administration, decides otherwise.

     Participants who cease to be an employee of the Company between the end
     of a Fiscal Year and the payment date of awards for such Fiscal Year
     shall be entitled to awards earned during such Fiscal Year.

XII. ADMINISTRATION

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

     Any changes to the context of the Plan, the performance ranges, Plan
     adjustments and actual payouts will be reviewed with and approved by the
     Compensation Committee of the Board of Directors.

     In the event of a claim or dispute brought forth by a participant, the
     decision of the Chairman of the Board and 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.










<PAGE>
XIV. AMENDMENT OR TERMINATION

     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 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.



   Jan. 31, 2002                             /s/ F. Edward Gustafson
--------------------------------            ---------------------------------
   Final Approval Date                          Chairman of the Board
                                             and Chief Executive Officer