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                                                                       EXHIBIT 10.5
                         SELLER CARRYBACK PROMISSORY NOTE

$200,000.00                                                 August 30, 2001

      This PROMISSORY NOTE (this "Note") is executed by KEVIN M. SIPPLE ("Maker")
whose address is, P.O. Box 244, Eldorado Springs, Colorado 80025 in favor of
ELDORADO ARTESIAN SPRINGS, INC., a Colorado corporation ("Holder") whose address
is P.O. Box 445, Eldorado Springs, Colorado 80025.

      1.    Promise to Pay.  For value received, Maker hereby promises to pay to
the order of Holder the principal sum of Two Hundred Thousand and No/100
($200,000.00) (the "Principal Sum"), together with interest thereon at the rate
as hereinafter specified, all in lawful money of the United States of America
which constitutes legal tender for payment of debts, public and private, at the
time of payment.

      2.    Interest.   Interest shall accrue on the unpaid balance of the
Principal Sum from the date hereof, until paid The Principal Sum at the rate of
seven and 50/100 percent (7.5%) per annum, which annual interest accrual shall be
deferred and paid annually (the "Interest Accrual").

      3.    Maturity Date.  If not sooner paid, the entire unpaid principal
balance of this Note, together with all accrued and unpaid interest thereon,
shall be due and payable in full on the date that is sixty (60) months from the
date hereof.

      4.    Time and Place of Payment.  Maker shall pay the Interest Accrual to
Holder in five (5) annual payments on the anniversary date hereof beginning on
the date that is the first anniversary of the date hereof, at the address of
Holder set forth above or at such other address as may be designated from time to
time by Holder by written notice to Maker, in accordance with the following
provisions.  In the event Maker is paid a bonus by Holder during the term of this
Note, such bonus amount, if any, shall first be credited toward the Interest
Accrual due during the year of such bonus.  If the bonus amount is insufficient
to cover the entire amount of the Interest Accrual (the "Shortfall Amount"), such
Shortfall Amount, if any, shall at Maker's option be (a) paid to Holder; or (b)
added to the Principal Sum and such unpaid Interest Accrual and the unpaid
Principal Sum shall constitute the unpaid balance of the Principal Sum, which
shall accrue interest at the rate specified above.

      5.    Prepayment Privilege.  Maker shall have the right, at any time and
without premium or fee, to prepay this Note in whole or in part.

      6.    Related Documents.  "Related Documents" shall mean the (a) that
certain Deed of Trust securing this Note ("Deed of Trust") of even date herewith,
which encumbers certain property in Boulder County, Colorado ("Property"); (b)
all other documents executed or delivered by Maker in connection with the
indebtedness evidenced by this Note; and (c) any and all amendments,
modifications, extensions or renewals of any of the foregoing documents which
heretofore have been and hereafter may be executed from time to time.

      7.    Application of Payments.  In the case of an Event of Default, as
hereinafter defined, all payments hereunder shall be applied first to costs and
expenses of collection, if any; second to the repayment of sums, if any, advanced
by Holder under the provisions of the Related Documents, including sums advanced
for the payment of taxes, assessments, insurance premiums or maintenance with
respect to any of the property encumbered by the Deed of Trust, together with
interest on the sums advanced at the Default Rate, as hereinafter defined, such
interest to accrue from the date of any advance until the advance is repaid;
third, to late charges on defaulted payments as hereinafter provided; fourth, to
the payment of accrued and unpaid interest on the principal of this Note,
including interest accrued at the Default Rate as hereinafter provided; and
fifth, to the reduction of principal of this Note.  So long as any default or
Event of Default exists, payments may be applied in such manner as Holder may
elect in Holder's sole discretion.

      8.    Default Interest Rate and Late Charge on Defaulted Payments.  Subject
to Paragraph 4 above, any payment not made within five (5) days after the same is
due hereunder, and including sums, if any, advanced by Holder under the
provisions of the Deed of Trust, and including the entire balance of principal,
interest, and other sums due upon the maturity hereof, by acceleration or
otherwise, shall bear interest at eighteen percent (18%) ("Default Rate"), such
interest to accrue from the date due until paid in full, and Holder shall have
and may exercise any or all of the rights and remedies provided herein, in the
Deed of Trust and under applicable law or in equity.  In addition, a late charge
of four cents per dollar shall be due and payable on all sums not paid when due
but not on any sums due by reason of acceleration.

      9.    Default.  Time is of the essence of each and every provision of this
Note.  Each of the following shall constitute an "Event of Default" under this
Note:

            (a)   Subject to Paragraph 4 above, the failure of Maker to pay in
full any amount due hereunder or under the Related Documents within five (5) days
notice from Holder that the same is due, as provided herein, or in the Related
Documents or upon maturity of this Note;

            (b)   The failure of Maker to perform, satisfy and observe in full,
when due, any of the obligations, covenants, conditions and restrictions under
this Note, or under the Related Documents, not involving the payment of money,
and such failure shall continue for 30 days after written notice from Holder to
Maker of such failure, or if said failure cannot reasonably be cured within said
30-day period, if Maker shall not in good faith commence to cure such failure
within said 30-day period or shall not diligently proceed therewith to completion.

      10.   Right to Accelerate on Event of Default.  Upon the occurrence of any
Event of Default hereunder, the entire balance of principal, accrued interest,
any other sums owing hereunder or under the Deed of Trust, at the option of
Holder, become at once due and payable without prior notice or demand.

      11.   Non-Recourse.  In the event of a default in the payment of any sum
due hereunder, the sole remedy of Holder shall be to (a) collect on the Pledged
Collateral pursuant to that certain Pledge Agreement dated August 30, 2001, by
and between Holder and Maker and/or (b) foreclose on the property secured by the
Deed of Trust and Maker shall have no personal liability for payment of any sums
due hereunder.

      12.   Waivers of Demand, etc.  Maker and all parties now or hereafter
liable for the payment hereof, primarily or secondarily, directly or indirectly,
and whether as endorser, guarantor, surety, or otherwise, (a) severally waive
demand, presentment, notice of dishonor or nonpayment, protest and notice of
protest, and diligence in collecting, (b) consent to substitution, release, or
impairment of collateral, the taking of additional collateral, extensions of time
for payment, renewals of this Note and acceptance of late or partial payments,
whether before, at, or after maturity, all or any of which may be made without
notice to any of said parties and without affecting their liability to Holder,
(c) agree that Holder's acceptance of one or more partial payments after
acceleration of the maturity of this Note will not constitute a  waiver of such
acceleration, regardless of any contrary notice or statement of condition which
may accompany any such partial payment, and (d) waive any right to require Holder
to proceed against any security for this Note before proceeding hereunder.

      13.   Costs of Collection.  Maker and all parties now or hereafter liable
for the payment hereof agree to pay all costs and expenses, including reasonable
attorneys' fees, incurred in collecting this Note or any part thereof or in
preserving, securing possession of, and realizing upon any security for this Note
whether or not legal proceedings are commenced.

      14.   No Usury Payable.  The provisions of this Note and of all agreements
between Maker and Holder are hereby expressly limited so that in no contingency
or event whatsoever shall the amount paid, or agreed to be paid, to Holder for
the use, forbearance, or retention of the Loan Amount ("Interest") exceed the
maximum amount permissible under applicable law.  If, from any circumstance
whatsoever, the performance or fulfillment of any provision hereof or of any
other agreement between Maker and Holder shall, at the time performance or
fulfillment of such provision shall be due, exceed the limit for Interest
prescribed by law, then, ipso facto, the obligation to be performed or fulfilled
shall be reduced to such limit, and if, from any circumstance whatsoever, Holder
should ever receive as Interest an amount which would exceed the highest lawful
rate, the amount which would be excessive Interest shall be applied to the
reduction of the principal balance owing hereunder (or, at Holder's option, be
paid over to Maker) and not to the payment of Interest.

      15.   Severability of Provisions.  If any provision hereof or of any of the
Related Documents shall, for any reason and to any extent, be invalid or
unenforceable, then the remainder of the instrument in which such provision is
contained, the application of the provision to other persons, entities or
circumstances, and any other instrument referred to herein shall not be affected
thereby but instead shall be enforceable to the maximum extent permitted by law.

      16.   Successors to Maker or Holder.  The term "Maker" as used herein shall
include the original maker of this Note and any party who may subsequently become
primarily liable for the payment hereof.  The term "Holder" as used herein shall
mean the original payee of this Note or, if this Note is transferred, the then
holder of this Note, provided that, until written notice is given to Maker
designating another party as Holder, Maker may consider the Holder to be the
original payee or the party last designated as Holder in a written notice to
Maker.

      17.   Notices.  All notices, consents or other instruments or
communications provided for under this Note shall be in writing, signed by the
party giving the same, and shall be deemed properly given and received when
actually delivered and received or three business days after mailed, if sent by
registered or certified mail, postage prepaid, to the address set forth in the
first paragraph of this Note, or to such other address as a party may designate
by written notice to the other party.

      18.   Captions for Convenience.  The captions to the Sections hereof are
for convenience only and shall not be considered in interpreting the provisions
hereof.

      19.   Governing Law.  Regardless of the place of its execution, this Note
shall be construed and enforced in accordance with the laws of the State of
Colorado.

                                    MAKER:

                                    _________________/s/_______________________
                                                     ---
                                    KEVIN M. SIPPLE
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