ASTRALIS LTD.
              CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS

      The Company has a Code of Business Conduct and Ethics applicable to all
directors and employees of the Company. The CEO and all senior financial
officers, including the CFO and principal accounting officer, are bound by the
provisions set forth therein relating to ethical conduct, conflicts of interest
and compliance with law. In addition to the Code of Business Conduct and Ethics,
the CEO and senior financial officers are subject to the following additional
specific policies:

      1.    The CEO and all senior financial officers are responsible for full,
            fair, accurate, timely and understandable disclosure in the periodic
            reports required to be filed by the Company with the SEC.
            Accordingly, it is the responsibility of the CEO and each senior
            financial officer promptly to bring to the attention of the Board
            any material information of which he or she may become aware that
            affects the disclosures made by the Company in its public filings.

      2.    The CEO and each senior financial officer shall promptly bring to
            the attention of the Audit Committee any information he or she may
            have concerning (a) significant deficiencies in the design or
            operation of internal controls which could adversely affect the
            Company's ability to record, process, summarize and report financial
            data or (b) any fraud, whether or not material, that involves
            management or other employees who have a significant role in the
            Company's financial reporting, disclosures or internal controls.

      3.    The CEO and each senior financial officer shall promptly bring to
            the attention of the CEO and the Audit Committee any information he
            or she may have concerning any violation of the Company's Code of
            Business Conduct and Ethics, including any actual or apparent
            conflicts of interest between personal and professional
            relationships, involving any management or other employees who have
            a significant role in the Company's financial reporting, disclosures
            or internal controls.

      4.    The CEO and each senior financial officer shall promptly bring to
            the attention of the CEO and the Audit Committee any information he
            or she may have concerning evidence of a material violation of the
            securities or other laws, rules or regulations applicable to the
            Company and the operation of its business, by the Company or any
            agent thereof, or of violation of the Code of Business Conduct and
            Ethics or of these additional procedures.


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      5.    The Board of Directors shall determine, or designate appropriate
            persons to determine, appropriate actions to be taken in the event
            of violations of the Code of Business Conduct and Ethics or of these
            additional procedures by the CEO and the Company's senior financial
            officers. Such actions shall be reasonably designed to deter
            wrongdoing and to promote accountability for adherence to the Code
            of Business Conduct and Ethics and to these additional procedures,
            and shall include written notices to the individual involved that
            the Board has determined that there has been a violation, censure by
            the Board, demotion or re-assignment of the individual involved,
            suspension with or without pay or benefits (as determined by the
            Board) and termination of the individual's employment. In
            determining what action is appropriate in a particular case, the
            Board of Directors or such designee shall take into account all
            relevant information, including the nature and severity of the
            violation, whether the violation was a single occurrence or repeated
            occurrences, whether the violation appears to have been intentional
            or inadvertent, whether the individual in question had been advised
            prior to the violation as to the proper course of action and whether
            or not the individual in question had committed other violations in
            the past.