THIS NOTE AND THE SHARES OF COMMON STOCK ISSUED UPON ANY CONVERSION HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER
(A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE
SECURITIES ACT, OR (B) THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE
STATE SECURITIES OR "BLUE SKY" LAWS.

                                CONVERTIBLE NOTE

                               Due March 31, 2009

$250,000                                                          March 31, 2006

      Astralis, Ltd., a corporation duly formed under the laws of the State of
Delaware, (the "Issuer"), for value received, hereby promises to pay to Blue
Cedar Limited (the "Holder") the principal sum of Two Hundred Fifty Thousand
Dollars ($250,000), together with interest, in the manner provided herein.

      1. Payments and Redemption.

      All amounts outstanding and unpaid under this Note shall be due and
payable on March 31, 2009. Notwithstanding anything to the contrary contained
herein, the Issuer may, at its option in accordance with this Section 1 and
Article IV of the Subscription Agreement, dated March31, 2006 by and between the
Issuer and the Holder, at any time and from time to time, on 45 day's written
notice to the Holder, redeem all or any part of the principal balance of this
Note at a price equal to (i) the "Interest Amount", determined pursuant to this
Section 1, of the principal amount of the Notes to be prepaid, plus (ii) the
principal amount of Notes to be prepaid. The Interest Amount shall be equal to:
(a) if such prepayment occurs on or prior to the first anniversary of the date
hereof, six percent (6%) of the principal amount thereof; (b) if such prepayment
occurs after the first anniversary of the date hereof and prior to the second
anniversary of the date hereof, twelve percent (12%) of the aggregate principal
amount thereof; and (c) if such prepayment occurs after the second anniversary
of the date hereof, eighteen percent (18%) of the aggregate principal price
thereof.

      2. Conversion.

      At any time on or prior to the redemption date, all or any portion of the
outstanding principal and accrued interest of this Note may be converted into
the Common Stock of the Issuer, at a conversion price of $0.09 per share.

<PAGE>

      3. Interest.

      Interest shall accrue on the Note at the rate of 6.0% per annum, computed
on the basis of a simple interest of 1/2% per month (or part thereof) of the
principal amount of the Note. Unless converted, interest shall be payable upon
the repayment of the Note.

      4. Default Rate.

      Notwithstanding anything in this Note to the contrary, should a Default
(as defined in Section 5) occur and be continuing, interest on all amounts due
under this Note shall accrue at a default rate of interest (the "Default
Interest Rate") equal to the sum of 20% per annum plus the current "prime rate"
(as published in the Wall Street Journal on such date or in any other comparable
publication selected in the Holder's discretion). All accrued and unpaid
interest shall be compounded by adding it to the outstanding principal
indebtedness under this Note at the end of each month.

      5. Default.

      In case a Default shall occur and be continuing, the entire unpaid
principal of this Note plus all accrued and unpaid interest shall become due and
payable upon demand. The Issuer further agrees to pay to the Holder any of the
Holders' fees and expenses in connection with the collection of this Note.
"Default" shall mean a failure of the Issuer to make a payment of interest or
principal when due.

      6. Miscellaneous.

            (a) The Issuer will pay to the Holder, in immediately available
funds to such account as the Holder may specify in writing, all amounts payable
to the Holder in respect of the principal, interest or other amounts due under
this Note, without any presentation of this Note. Each such payment, when paid,
shall be applied first to the fees and charges due under this Note, second to
the payment of interest accrued and unpaid on this Note, and third to the
payment of the principal hereof. All payments hereunder shall be made at the
Holder's principal office. All calculations and applications of amounts due on
any date, whether by acceleration or otherwise, will be made by the Holder, and
the Issuer agrees that all such calculations and applications will be conclusive
and binding absent manifest error.

            (b) The Issuer and all sureties, endorsers and guarantors of this
Note, to the extent not prohibited by applicable law or regulation, hereby (a)
waive as to this debt or any renewal, modification, extension or refinancing
thereof demand, presentment, notice of non-payment, protest, notice of protest,
notice of dishonor, all other notice, suit against any party, diligence in
collection of this Note, the release of any party primarily or secondarily
liable thereon or any collateral pledged as security, and all other requirements
necessary to hold Issuer liable hereunder; and (b) agree and consent to any one
or more extensions or postponements of time of payment of this Note or any other
indulgences with respect hereto, without notice thereof to any of them, and
without release of liability as to Issuer or any of them.

<PAGE>

            (c) This Note has been issued and is to be performed in the State of
New Jersey and shall be governed by and construed and enforced in accordance
with the laws of the State of Delaware. If any provision hereof is in conflict
with any statute or rule of law of the State of Delaware or any other state, or
is otherwise unenforceable for any reason whatsoever, then such provision shall
be deemed separable from and shall not invalidate any other provision of this
Note.

            (d) THE ISSUER WAIVES ANY AND ALL RIGHTS THAT THEY MAY NOW OR
HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE, TO A
TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY
ACTION OR PROCEEDING BETWEEN THE ISSUER AND THE HOLDER OR ITS SUCCESSORS AND
ASSIGNS, OUT OF OR IN ANY WAY CONNECTED WITH THIS NOTE. IT IS INTENDED THAT SAID
WAIVER SHALL APPLY TO ANY AND ALL DEFENSES, RIGHTS, AND/OR COUNTERCLAIMS IN ANY
ACTION OR PROCEEDINGS.

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed and
delivered.

DATED: March 31, 2006                              ASTRALIS LTD.


                                                   By: _________________________
                                                       Name:
                                                       Title: