EXHIBIT 3.4

                       AMENDMENT TO BYLAWS OF THE COMPANY

      The Bylaws of Astralis Ltd. (the "Corporation") have been amended as
follows:

      Section 2.9 of the Bylaws of the Corporation has been deleted and amended
in its entirety to read as follows:

            Section 2.9 ACTION WITHOUT MEETING. Any action to be taken at any
      annual or special stockholders' meeting may only be taken at such a
      meeting with prior notice and with a vote of stockholders. No action may
      be taken by written consent or consents signed by the stockholders of the
      Corporation in lieu of such meeting.

      The following Section 3.13 has been added to the Bylaws of the
Corporation:

            Section 3.13 APPROVAL OF RELATED PARTY TRANSACTIONS. Any transaction
      between the Corporation and any related party must be approved by a
      majority of independent directors. A related party transaction is any
      transaction between the Corporation (or any parent or subsidiary of the
      Corporation) and (i) any director or executive officer of the Corporation,
      (ii) any nominee for election as a director, (iii) any security holder who
      is known by the Corporation to own of record or beneficially more than 5%
      of any class of the Corporation's voting securities, (iv) any member of
      the immediate family of any of the foregoing persons or (v) any company,
      partnership or other entity controlled by or under common control with any
      of the above or with respect to which any of the above is an affiliate. No
      director is independent unless the board of directors affirmatively
      determines that the director has no relationship that would impair such
      director's independence. Notwithstanding any determination by the board of
      directors, a director is not independent if:

            O     Such director is, or at any time during the past three years
                  was, employed by the Corporation or any parent or subsidiary;

            O     Such director accepted, or has a family member who accepted,
                  any payments from the Corporation (or any parent or
                  subsidiary) in excess of $60,000 during the current or any of
                  the past three fiscal years, other than:

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                  O     director and committee compensation,

                  O     payments arising solely from investments in the
                        Corporation's securities,

                  O     compensation paid to a family member who is a
                        non-executive employee of the Corporation (or a parent
                        or subsidiary),

                  O     benefits under a tax-qualified retirement plan or
                        non-discretionary compensation, or

                  O     loans permitted under Section 13(k) of the Securities
                        Exchange Act of 1934 (the "Exchange Act");

            O     Such director is a family member of an individual who is, or
                  at any time during the past three years was, an executive
                  officer of the Corporation or any parent or subsidiary of the
                  Corporation;

            O     Such director is, or has a family member who is, a partner in,
                  or a controlling shareholder or an executive officer of, any
                  organization to which the Corporation made, or from whom the
                  Corporation received, payments for property or services in the
                  current or any of the past three fiscal years that exceed 5%
                  of the recipient's consolidated gross revenues for that year,
                  or $200,000, whichever is more;

            O     Such director is, or has a family member who is, an executive
                  officer of another entity when at any time during the past
                  three years any of the executive officers of the Corporation
                  serve on the compensation committee of such other entity;

            O     Such director is, or has a family member who is, a current
                  partner of the Corporation's outside auditor, or was a partner
                  or employee of the Corporation's outside auditor who worked on
                  the company's audit at any time during any of the past three
                  years; and

            O     Such director was nominated or designated directly or
                  indirectly by any security holder or affiliate thereof who is
                  known to the Corporation to own of record or beneficially more
                  than 5% of any class of the Corporation's voting securities or
                  who or which has engaged in a related party transaction within
                  the last five years.

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      The following Section 3.14 has been added to the Bylaws of the
Corporation:

            Section 3.14 AMENDMENT OF SECTION 3.13. Notwithstanding anything to
      the contrary in the Bylaws, Section 3.13 of the Bylaws may not be amended
      without the affirmative approval of a majority of the independent
      directors of the Corporation. For purposes of this Section 3.14, the term
      "independent" shall have the same meaning as provided in Section 3.13.