ELDORADO ARTESIAN SPRINGS, INC.

                                      and

                         CORPORATE STOCK TRANSFER, INC.



                            PUBLIC WARRANT AGREEMENT



                         Dated as of ____________, 2000





     AGREEMENT, dated this _______ day of ____________, 2000, by and between

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

CORPORATE STOCK TRANSFER, INC., as Warrant Agent (the "Warrant Agent").





                                   WITNESSETH





     WHEREAS, in connection with (i) the offering to the public of 1,000,000

Units, which are comprise in the aggregate of 1,000,000 shares of Series A

Convertible Preferred Stock and 1,000,000 Public Warrants to purchase Common

Stock (hereinafter "the Warrants"), each Warrant entitling the holder thereof

to purchase one share of Common Stock (as defined in Section 1), and (ii) the

sale to American Fronteer Financial Corporation ("AFFC"), the representative of

the several underwriters (the "Representative"), of warrants (the

"Representative's Warrants") to purchase up to 100,000 shares of Series A

Convertible Preferred Stock and up to 100,000 Warrants, the Company will issue

up to 1,100,000 Warrants; and



     WHEREAS, the Company desires to provide for the issuance of certificates

representing the Warrants; and



     WHEREAS, the Company desires the Warrant Agent to act on behalf of the

Company, and the Warrant Agent is willing to so act, in connection with the

issuance, registration, transfer and exchange of the Warrants, the issuance of

certificates representing the Warrants, the exercise of the Warrants and the

rights of the holders thereof.



NOW, THEREFORE, in consideration of the premises and the mutual agreements

hereinafter set forth and for the purpose of defining the terms and provisions

of the Warrants and the certificates representing the Warrants and the

respective rights and obligations thereunder of the Company, the holders of

certificates representing the Warrants and the Warrant Agent, the parties

hereto agree as follows:



     SECTION 1 DEFINITIONS. As used herein, the following terms shall have the

following meanings, unless the context shall otherwise require:



     (a) "Common Stock" shall mean stock of the Company of any class, whether

now or hereafter authorized, which has the right to participate in the

distribution of earnings and assets of the Company without limit as to amount

or percentage, which at the date hereof consists of 50,000,000 authorized

shares of Common Stock, $.001 par value per share.

<PAGE>   2



         (b)   "Corporate Office" shall mean the office of the Warrant Agent (or

its successor) at which at any particular time its principal business shall be

administered, which office is located at the date hereof 3200 Cherry Creek

Drive South, Denver, Colorado 80209.



         (c)   "Exercise Date" shall mean, as to any Warrant, subject to the

provisions of Section 5(b) hereof, the date on which the Warrant Agent shall

have received both (a) the Warrant Certificate representing such Warrant, with

the exercise form thereon duly executed by the Registered Holder thereof or his

attorney duly authorized in writing, and (b) payment by official bank or

certified check made payable to the Company, of an amount in lawful money of

the United States of America equal to the applicable Exercise Price.



         (d)   "Exercise Price" shall mean the purchase price to be paid upon

exercise of each Warrant in accordance with the terms hereof, which price

shall be $6.00 per share of Common Stock, subject to adjustment from time to

time pursuant to the provisions of Section 8 hereof, and subject to the

Company's right, in its sole discretion, to decrease the Exercise Price for a

period of not less than 30 days; prior written notice to the Registered Holders.



         (e)   "Initial Warrant Exercise Date" shall mean ________, 2000.



         (f)   "Registered Holder" shall mean the person in whose name the

certificate representing the Warrant shall be registered on that date on the

books maintained by the Warrant Agent pursuant to Section 6.



         (g)   "Representative's Warrant Agreement" shall mean the agreement

dated as of _______, 2000 between the Company and the Representative relating

to and governing the terms and provisions of the Representative's Warrants.



         (h)   "Transfer Agent" or "Warrant Agent" shall mean Corporate Stock

Transfer, Inc., as the Company's transfer agent and/or warrant agent, or its

authorized successor, as such.



         (i)   "Underwriting Agreement" shall mean the underwriting agreement

dated _______, 2000 between the Company and the several underwriters listed

therein relating to the purchase for resale to the public of the Units comprised

of Series A Convertible Preferred Stock and Warrants.



         (j)   "Warrant Certificate" shall mean a certificate representing each

of the Warrants substantially in the form annexed hereto as Exhibit A.



         (k)   "Warrant Expiration Date" shall mean 5:00 P.M. (Colorado time) on

_______; PROVIDED, that if such date shall in the State of Colorado be a holiday

or a day on which bank are authorized or required to close, then 5:00 P.M.

(Colorado time) on the next following day which in the State of Colorado is not

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