ELDORADO ARTESIAN SPRINGS, INC.

                                       and

                     AMERICAN FRONTEER FINANCIAL CORPORATION



                       REPRESENTATIVE'S WARRANT AGREEMENT



                           Dated as of _________, 2000



This Representatives' Warrant Agreement is dated as of _________, 2000 between

ELDORADO ARTESIAN SPRINGS, INC. a Colorado corporation (the "Company"), and

AMERICAN FRONTEER FINANCIAL CORPORATION ("AFFR", AFFR is hereinafter referred to

variously as the "Holder" or "Holders" or the "Representative").



                                   WITNESSETH



         WHEREAS, the Company proposes to issue to the Representative or its

designee(s) warrants ("Representative's Warrants") to purchase up to an

aggregate of one-hundred thousand (100,000) shares of Series A Convertible

Preferred Stock of the Company ("Series A Preferred Stock) and up to an

aggregate of one-hundred thousand (100,000) Public Warrants, each to purchase

one share of one (1) share of Common Stock of the Company ("Public Warrants");

and



                  WHEREAS, the Representative has agreed pursuant to the

underwriting agreement (the "Underwriting Agreement") dated as of the date

hereof between the Company and the several Underwriters listed therein to act as

the Representative in connection with the Company's proposed public offering of

1,000,000 Units at a public offering price of $ ______ per Unit, each Unit

consisting of one (1) share of Series A Preferred Stock at $5.00 per share

convertible with no further consideration into one (1) share of Common Stock,

and one (1) Public Warrant at $0.10 per Public Warrant, each Public Warrant to

purchase one (1) share of Common Stock at $ ____ per share of Common Stock (the

"Public Offering"); and



                  WHEREAS, the Representative's Warrants to be issued pursuant

to this Agreement will be issued on the Closing Date (as such term is defined in

the Underwriting Agreement) by the Company to the Representative in

consideration for, and as part of the Representative's compensation in

connection with the Representative acting as the Representative pursuant to the

Underwriting Agreement;



                  NOW, THEREFORE, in consideration of the premises, the payment

by the Representative to the Company of an aggregate one thousand dollars

($1,000), the agreements herein set forth and other good and valuable

consideration, hereby acknowledged, the parties hereto agree as follows:







<PAGE>   2



         Section 1. Grant of Representative's Warrants. The Representative (or

its designees) is hereby granted the right to purchase, at any time from

_____________, 2001 twelve months after date of this Agreement , until _______

P.M., Mountain Time, on ___________, 2005 five years after date of this

Agreement , up to an aggregate of 100,000 shares of Series A Preferred Stock and

up to an aggregate of 100,000 Public Warrants at an initial exercise price

(subject to adjustment in Section 8 hereof) of $ 6.00 per share of Series A

Preferred Stock and $0.12 per Public Warrant, subject to the terms and

conditions of this Agreement. Subject to adjustment, each share of Series A

Preferred Stock shall be convertible into one (1) share of Common Stock for no

further consideration, and each Public Warrant is exercisable to purchase one

(1) share of Common Stock at an initial exercise price of $ 6.00, commencing on

the date of issuance (the "Initial Exercise Date") and ending, at ______

Mountain Time on ________ , 2005 (the "Public Warrant Expiration Date"), at

which time the Public Warrants shall expire. Except as set forth herein, the

Series A Preferred Stock and the Public Warrants are in all respects identical

to the Series A Preferred Stock and Public Warrants which comprise the Units

being purchased by the Underwriters for resale to the public pursuant to the

terms and provisions of the Underwriting Agreement.



         Section 2. Certificates for Representative's Warrants. The warrant

certificates (the "Representative's Warrant Certificates") delivered and to be

delivered pursuant to this Agreement shall be in the form set forth in Exhibit

A, attached hereto and made a part hereof, with such appropriate insertions,

omissions, substitutions, and other variations as required or permitted by this

Agreement.



         Section 3. Exercise of Representative's Warrants.



                  3.1 Method of Exercise. The Representative's Warrants

initially are exercisable at an aggregate initial exercise price (subject to

adjustment as provided in Section 8 hereof) per share of Series A Preferred

Stock and per Public Warrant as set forth in Section 6 hereof payable by

certified or official bank check in New York Clearing House funds. Upon

surrender of a Representative's Warrant Certificate with the annexed Form of

Election to Purchase duly executed, together with payment of the Exercise Price

(as hereinafter defined) for the shares of Series A Preferred Stock and/or

Public Warrants so purchased at the Company's principal executive offices

(presently located at Eldorado Springs, Colorado) the registered holder of a

Representative's Warrant Certificate ("Holder" or "Holders") shall be entitled

to receive a certificate or certificates for the shares of Series A Preferred

Stock so purchased and a certificate or certificates for the Public Warrants so

purchased. The purchase rights represented by each Representative's Warrant

Certificate are exercisable at the option of the Holder thereof, in whole or in

part (but not as to fractional shares of the Series A Preferred Stock and Public

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