MANAGEMENT CONSULTING AND FINDERS AGREEMENT


     THIS MANAGEMENT CONSULTING AND FINDERS AGREEMENT (this "Agreement") is made
as of the 4th day of January,  2005, by and between Eldorado  Artesian  Springs,
Inc., a Colorado corporation (the "Company"), and Capital Merchant Banc, LLC, an
Illinois limited liability company ("Consultant").

                                  RECITALS:
                                  ---------

     WHEREAS,  the  Company  desires to engage  Consultant  to  perform  general
management,  financial  and  corporate  consulting  services  for the Company in
connection  with the Company's  development  and operation of new water bottling
plants, and the Company's development and launch of a line of one-way recyclable
water  delivery  containers for use in home and office water cooler systems (the
"Project"),  and further wishes to engage the assistance of Consultant in making
introductions of certain persons with whom Consultant has prior contacts and who
are  Accredited  Investors  (as defined in  Regulation D  promulgated  under the
Securities Act of 1933, as amended) as prospective investors in the Company; and

     WHEREAS,  Consultant is willing to be so engaged,  and desires to introduce
such prospective investors to the Company.

                                  AGREEMENTS
                                  ----------

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
promises herein contained,  and for other good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
hereby agree as follows:

     1.  Engagement of Consultant.  The Company hereby engages  Consultant,  and
Consultant hereby accepts the engagement,  to perform the services  described in
Part I of Exhibit A hereto.

     2. Term of Engagement.  Consultant's  engagement  under this Agreement will
commence as of the date  specified  in Part II.A.  of Exhibit A (the  "Effective
Date") and will  continue  for the term  specified  in Part  II.B.  of Exhibit A
unless sooner  terminated in  accordance  with the  provisions of Section 6 (the
"Term").

     3.  Independent  Contractor  Status.  During the Term,  Consultant  and the
Company  acknowledge and agree that Consultant is an independent  contractor for
Federal  and state  income  tax  purposes  and that  Consultant  shall be solely
responsible for full payment of all tax liabilities on any compensation  paid to
Consultant hereunder.

     4.  Compensation.  In  consideration  for the  performance of  Consultant's
duties hereunder:  (i) Consultant was paid $25,000 as a first installment of its
compensation  hereunder (which amount is fully earned and non-refundable),  (ii)
Consultant shall be paid during the Term at the rate specified in Part III.A. of
Exhibit A, and payable in the manner  specified in Part III.B.  of Exhibit A and
(iii) the Company shall have executed and delivered to Consultant the Warrant in
the form of Exhibit B attached hereto.

     5.  Expenses.  Consultant  shall be  entitled to  reimbursement  for normal
business expenses which Consultant's  employees and agents are required to incur
in providing the services  hereunder  provided that supporting  documentation is
provided to the Company. Notwithstanding the foregoing, the Company shall not be
required to reimburse Consultant for total business expenses in excess of $1,000
in any calendar month,  unless  Consultant  obtains prior written  authorization
from the Company for any such expenses.

     6.  Termination.  This Agreement shall terminate prior to the expiration of
the Term if (a)  Consultant  shall  dissolve or (b) either party serves  written
notice upon the other of intent to terminate (the "Termination  Notice") as of a
date specified in such notice (the  "Effective Date of  Termination"),  provided
that the  Termination  Notice is given at least that number of days prior to the
Effective  Date of  Termination  as is specified in Part IV of Exhibit A. In the
event of termination of this Agreement, the Company shall no longer be obligated
to pay to Consultant any compensation (other than compensation  accrued prior to
the Effective Date of Termination). Sections 7 through 16 of this Agreement will

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