1,000,000 Units



                             Each Unit Consisting of



                One Share of Series A Convertible Preferred Stock

                                       and

                    One Public Common Stock Purchase Warrant



                                       of



                         ELDORADO ARTESIAN SPRINGS, INC.







UNDERWRITING AGREEMENT

_______________, 2000



AMERICAN FRONTEER FINANCIAL CORPORATION

1700 Lincoln Street - Suite 3200

Denver, Colorado 80025



Dear Sirs:



         Section 1. Introductory.



                  ELDORADO ARTESIAN SPRINGS, INC., a Colorado corporation (the

"Company"), proposes to sell to the several underwriters (the "Underwriters")

named in Schedule I hereto for whom you are acting as Representative (the

"Representative") an aggregate of 1,000,000 units (the "Units"), each Unit

consisting of one share of the Company's Series A Convertible Preferred Stock,

par value $.001 per share (the "Series A Preferred Stock") and one public common

stock purchase warrant (the "Public Warrants"). The respective amounts of the

Units to be so purchased from the Company by the several underwriters are set

forth opposite their names in Schedule I hereto.



         In addition, the Company proposes to sell to the Representative

warrants to purchase up to 100,000 shares of Series A Preferred Stock and

100,000 Public Warrants in accordance with the terms and conditions provided for

herein ("Representative's Warrants").



          You have advised the Company that you or the Underwriters, as the case

may be, propose to make a public offering of their respective portions of the

Units on the effective date of the registration statement hereinafter referred

to, or as soon thereafter as in your judgment is advisable.





<PAGE>   2





          The Company hereby confirms its agreements with respect to the

purchase of the Units by you or the Underwriters, as the case may be, as

follows.



         Section 2. Representations and Warranties of the Company.



         The Company represents and warrants to the several Underwriters that:



         (a) A registration statement on Form SB-2 (File No. 333-68553) with

respect to the Units (including the Units to be issued upon exercise of the

Representative's Warrants), the Series A Preferred Stock and the Public Warrants

which comprise the Units (including the Units to be issued upon the exercise of

the Representative's Warrant), the Series A Preferred stock to be issued as

dividends, and the common stock of the Company (the "Common Stock") which is to

be issued upon the conversion of Series A Preferred Stock and the exercise of

the Public Warrants (including the Series A Preferred Stock and the Public

Warrants which comprise the Units to be issued upon the exercise of the

Representative's Warrant), has been prepared by the Company in conformity with

the requirements of the Securities Act of 1933, as amended (the "Act"), and the

rules and regulations (the "Rules" and "Regulations") of the Securities and

Exchange Commission (the "Commission") thereunder, and has been filed with the

Commission. If the Company prepares and files prior to the effective date of

such registration statement an amendment or amendments to such registration

statement, such amendment or amendments will have been similarly prepared. There

have been delivered to you two signed copies of such registration statement and

all amendments, if any, together with two copies of each exhibit filed

therewith. Conformed copies of such registration statement and amendments, if

any, (but without exhibits) and of any related preliminary prospectus have been

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