EXHIBIT 4.10

                                                              Warrant #97A-_____


THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED  (THE  "ACT"),  OR UNDER ANY STATE  SECURITIES  LAWS,  AND MAY NOT BE
OFFERED,  SOLD,  TRANSFERRED,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR AN OPINION
OF COUNSEL  SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION
IS AVAILABLE.

THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  ARE  SUBJECT  TO  CERTAIN
RESTRICTIONS  ON  TRANSFER  SET FORTH  HEREIN AND IN THAT  CERTAIN  SUBSCRIPTION
AGREEMENT THEREFOR BETWEEN THE COMPANY AND THE ORIGINAL HOLDER HEREOF.


                              VALUESTAR CORPORATION

                             STOCK PURCHASE WARRANT

         THIS  CERTIFIES  THAT, for value  received,  VALUESTAR  CORPORATION,  a
Colorado  corporation  (the  "Company"),  hereby  grants  to  __________________
("Holder")  the right to purchase  from the Company up to (_____)  shares of the
Common Stock of the Company (the  "Warrant  Shares"),  subject to the  following
terms and conditions:

         1. Series.  This Warrant is one of a duly authorized series of warrants
of the Company  (which are  identical  except for the  variations  necessary  to
express the identification numbers, names of the holder, number of common shares
issuable upon exercise thereof and warrant issue dates)  designated as its "1997
Series A Warrants."

         2. Term.  This Warrant may be exercised in whole at any time during the
period  from the date of issuance of this  Warrant  until 5:00 p.m.,  California
time, on December 31, 2000 (the "Exercise Period").

         3.  Purchase   Price.   The  purchase  price  for  each  Warrant  Share
purchasable hereunder shall be One and 25/100 United States Dollars (U.S. $1.25)
(the "Warrant Exercise Price").

         4. Exercise of Warrant. The purchase rights represented by this Warrant
may be exercised by the Holder,  in whole or in part,  at any time and from time
to time before the end of the  Exercise  Period by  surrender of this Warrant at
the principal office of the Company in Alameda, California (or such other office
or agency of the Company as may be designated by notice in writing to the Holder
at the address of the Holder  appearing on the books of the  Company),  together
with the Notice of Exercise annexed hereto duly completed and executed on behalf
of the Holder  accompanied  by  payment  in full of the amount of the  aggregate
Warrant Exercise Price in immediately  available funds in United States Dollars.
Certificates  for shares  purchased  hereunder  shall be delivered to the Holder
within thirty (30) business days after the date on which this Warrant shall have
been exercised as aforesaid, but Holder shall be deemed the record owner of such
Warrant  Shares as of and from the close of  business  on the date on which this
Warrant shall be surrendered.

         5. Fractional Interest.  The Company shall not be required to issue any
fractional shares on the exercise of this Warrant.

         6.  Redemption of Warrants.  The Company may elect on one occasion,  by
written  notice as  provided  herein  (the  "Company  Notice"),  to  redeem  all
outstanding Warrants including this Warrant, in whole but not in part, on a date
(the  "Redemption  Date")  fixed by the Company and which shall be a Trading Day
(as  defined  below)  at a price  of $.01 per  outstanding  Warrant  Share  (the
"Redemption  Price") at such time as the Closing Price (as defined below) of the
Company's  Common  Stock for the ten (10)  consecutive  Trading Days (as defined
below)  immediately  preceding the date of the Company  Notice equals or exceeds
four hundred percent (400%) of the Warrant  Exercise Price;  provided,  however,
that this Warrant may be  exercised  at any time prior to 5:00 p.m.,  California
time, on the business day immediately preceding the Redemption Date.



<PAGE>


         For purposes  hereof,  (i) the term "Trading Day" shall mean any day on
which  securities  are traded on the  applicable  securities  exchange or in the
applicable  securities market; and (ii) the term "Closing Price" in respect of a
Trading Day shall mean the reported  last sale price regular way or, in the case
no such  reported  sales take  place on such day,  the  average of the  reported
closing  bid and asked  prices  regular  way,  in either  case on the  principal
national  securities exchange on which the Common Stock of the Company is listed
or admitted to trading or, if not listed or admitted to trading on any  national
securities  exchange,  on the NASDAQ Stock Market or, if not admitted to trading
or quoted on the NASDAQ Stock  Market,  the average of the closing bid and asked
prices in the  over-the-counter  market as  furnished  by any  member  firm of a
national  securities  exchange or the NASDAQ Stock Market  selected from time to
time by the Company for that purpose.

         7. Warrant Confers No Rights of Shareholder.  Holder shall not have any
rights as a shareholder  of the Company with regard to the Warrant  Shares prior
to actual exercise resulting in the purchase of the Warrant Shares.

         8.  Investment  Representation.  Neither  this  Warrant nor the Warrant
Shares issuable upon the exercise of this Warrant have been registered under the
Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  or  under  any
applicable  state  securities  laws.  Holder  acknowledges by acceptance of this
Warrant that (a) it has acquired this Warrant for investment and not with a view
toward distribution; (b) it has a pre-existing personal or business relationship
with the Company,  or its  executive  officers,  or by reason of its business or
financial  experience  it has the  capacity  to  protect  its own  interests  in
connection with the transaction; and (c) except as so notified to the Company in
writing,  it is an  accredited  investor as that term is defined in Regulation D
promulgated  under the  Securities  Act.  Holder agrees that any Warrant  Shares
issuable upon exercise of this Warrant will be acquired for  investment  and not
with a view  toward  distribution;  and  acknowledges  that to the  extent  such
Warrant  Shares will not be registered  under the  Securities Act and applicable
state securities laws, that such Warrant Shares may have to be held indefinitely
unless they are  subsequently  registered or qualified  under the Securities Act
and  applicable  state  securities  laws;  or,  based on an  opinion  of counsel
reasonably  satisfactory to the Company, an exemption from such registration and
qualification  is  available.  Holder,  by  acceptance  hereof,  consents to the
placement of the following  restrictive  legends,  or similar  legends,  on each
certificate  to be  issued  to  Holder by the  Company  in  connection  with the
issuance of such Warrant Shares:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  OR UNDER ANY
         STATE  SECURITIES  LAWS,  AND MAY NOT BE  OFFERED,  SOLD,  TRANSFERRED,
         PLEDGED OR  HYPOTHECATED  IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION
         STATEMENT  FOR SUCH  SECURITIES  UNDER THE ACT OR AN OPINION OF COUNSEL
         SATISFACTORY   TO  THE   CORPORATION   THAT  AN  EXEMPTION   FROM  SUCH
         REGISTRATION IS AVAILABLE.

         THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE ARE SUBJECT TO CERTAIN
         RESTRICTIONS  ON  TRANSFER  SET  FORTH  IN  THAT  CERTAIN  SUBSCRIPTION
         AGREEMENT  THEREFOR  BETWEEN THE  CORPORATION  AND THE ORIGINAL  HOLDER
         HEREOF.

         9.  Reservation  of Shares.  The Company agrees at all times during the
Exercise  Period to have authorized and reserved,  for the exclusive  purpose of
issuance and delivery  upon  exercise of this  Warrant,  a sufficient  number of
shares of its Common Stock to provide for the exercise of the rights represented
hereby.

         10. Adjustment for  Re-Classification  of Capital Stock. If the Company
at any time during the Exercise  Period shall,  by  subdivision,  combination or
re-classification of securities,  change any of the securities to which purchase
rights under this Warrant exist under the same or different number of securities
of any class or classes,  this Warrant  shall  thereafter  entitle the Holder to
acquire  such  number and kind of  securities  as would have been  issuable as a
result of such change with respect to the Warrant  Shares  immediately  prior to
such subdivision,  combination or re-classification.  If shares of the Company's
common stock are subdivided into a greater number of shares of common stock, the
purchase  price for the Warrant  Shares upon  exercise of this Warrant  shall be
proportionately   reduced  and  the  Warrant  Shares  shall  be  proportionately
increased; and conversely,  if shares of the Company's common stock are combined
into a smaller number of common stock shares, the price shall be proportionately
increased, and the Warrant Shares shall be proportionately decreased.

         11. Public Offering Lock-Up. In connection with any public registration
of this Company's securities,  the Holder (and any transferee of Holder) agrees,
upon the request of the Company or the underwriter(s) managing such



<PAGE>

underwritten offering of the Company's  securities,  not to sell, make any short
sale of, loan,  grant any option for the  purchase  of, or otherwise  dispose of
this Warrant,  any of the shares of Common Stock  issuable upon exercise of this
Warrant or any other securities of the Company  heretofore or hereafter acquired
by Holder  (other  than those  included in the  registration)  without the prior
written consent of the Company and such underwriter(s),  as the case may be, for
a period of time not to exceed on hundred  eighty (180) days from the  effective
date  of  the  registration.  Upon  request  by the  Company,  Holder  (and  any
transferee of Holder) agrees to enter into any further agreement in writing in a
form reasonably satisfactory to the Company and such underwriter(s). The Company
may impose stop-transfer  instructions with respect to the securities subject to
the  foregoing  restrictions  until the end of said 180-day  period.  Any shares
issued  upon  exercise  of  this  Warrant  shall  bear  an  appropriate   legend
referencing this lock-up provision.

         12.  Registration  Rights.  (a) If,  at any time  during  the  Exercise
Period,  the Company  proposes to prepare and file any  registration  statements
covering  its Common  Stock (in either  case,  other than in  connection  with a
merger or  acquisition,  pursuant to Form S-8 or any successor form, or pursuant
to any other form or type of  registration in which  Registrable  Securities (as
defined   below)   cannot  be   appropriately   included)   (collectively,   the
"Registration  Statements"),  it will give written notice as provided  herein at
least thirty (30) days prior to the filing of each such  Registration  Statement
to the Holders of the Warrants  and/or Warrant Shares of its intention to do so.
If the Holders of the Warrants  and/or  Warrant Shares notify the Company within
twenty  (20) days  after  receipt of any such  notice of its or their  desire to
include the shares of Common Stock  issuable upon exercise of the Warrant or the
Warrant Shares  (collectively,  the  "Registrable  Securities") in such proposed
registration  statement,  the  Company  shall  afford the Holders of the Warrant
and/or Warrant Shares the  opportunity to have any such  Registrable  Securities
registered  under such  registration  statement at the  Company's  sole cost and
expense.

         (b)  Notwithstanding  the provisions hereof, the Company shall have the
right at any time after it shall  have  given  written  notice  pursuant  hereto
(irrespective  of whether a written request for inclusion of any such securities
shall  have  been  made) to elect  not to file  any such  proposed  registration
statement,  or to withdraw the same after the filing but prior to the  effective
date thereof.

         (c)  Notwithstanding  any  other  provision  of  this  Section,  if the
underwriter  managing  such  registration  notifies  the Holders in writing that
market  or  economic  conditions  limit  the  amount  of  securities  which  may
reasonably be expected to be sold,  the Holders of such  Registrable  Securities
will be allowed to register their  Registrable  Securities pro rata based on the
number of shares of Registrable  Securities held by such Holders,  respectively.
No  Registrable  Securities  excluded  from the  underwriting  by  reason of the
underwriter's marketing limitation shall be included in such registration.

         (d) Each Holder of Warrants and Warrant  Shares to be sold  pursuant to
any Registration Statement (each, a "Distributing Holder") shall severally,  and
not  jointly,  indemnify  and  hold  harmless  the  Company,  its  officers  and
directors,  each  underwriter and each person,  if any, who controls the Company
and such  underwriter,  against any loss, claim,  damage,  expense or liability,
joint or several, as incurred, to which any of them may become subject under the
Securities  Act or any other  statute or at common  law, in so far as such loss,
claim,  damage,  expense or liability (or actions in respect thereof) arises out
of or is based upon any untrue  statement  or alleged  untrue  statement  of any
material fact  contained in any such  Registration  Statement,  any  preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto,  or any omission or alleged  omission to state  therein a material fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances  under which they were made, not misleading,  in each
case to the  extent,  but only to the  extent,  that such  untrue  statement  or
alleged  untrue  statement or omission or alleged  omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Distributing Holder specifically for use therein. Such Distributing Holder shall
reimburse  the Company,  such  underwriter  and each such  officer,  director or
controlling person for any legal or other expenses reasonably incurred by any of
them in  connection  with  investigating  or defending  any such  liability,  as
incurred.  Notwithstanding  the  foregoing,  such indemnity with respect to such
preliminary  prospectus or such final  prospectus shall not inure to the benefit
of the  Company,  its  officers  or  directors,  or such  underwriter  (or  such
controlling  person of the Company or the  underwriter) if the person  asserting
any such loss, claim, damage, expense or liability purchased the securities that
are the subject  thereof and did not receive a copy of the final  prospectus (or
the final  prospectus as then amended,  revised or  supplemented) at or prior to
the time such furnishing is required by the Securities Act in any case where any
such  untrue  statement  or  omission  of  a  material  fact  contained  in  the
preliminary  prospectus was corrected in the final  prospectus (or, if contained
in the final prospectus,  was subsequently  corrected by amendment,  revision or
supplement).

         13. Assignment. With respect to any offer, sale or other disposition of
this Warrant or any underlying  securities,  the Holder will give written notice
to the Company prior thereto,  describing  briefly the manner thereof,  together
with a written opinion of such Holder's counsel,  to the effect that such offer,
sale or other distribution may be effected

<PAGE>


without registration or qualification (under any applicable federal or state law
then in  effect).  Furthermore,  no such  transfer  shall  be  made  unless  the
transferee meets the same investor suitability  standards set forth in Section 8
of this Warrant.  Promptly upon  receiving  such written  notice and  reasonably
satisfactory opinion, if so requested,  the Company, as promptly as practicable,
shall notify such Holder that such Holder may sell or otherwise  dispose of this
Warrant or the underlying securities, as the case may be, all in accordance with
the terms of the written notice delivered to the Company. If a determination has
been made pursuant to this Section 13 that the opinion of counsel for the Holder
is not reasonably  satisfactory to the Company,  the Company shall so notify the
Holder  promptly  after such  determination  has been made.  Each  Warrant  thus
transferred  shall  bear  the  same  legends  appearing  on  this  Warrant,  and
underlying  securities  thus  transferred  shall bear the  legends  required  by
Section 8. The Company may impose stop-transfer  instructions in connection with
such restrictions.  Subject to any restrictions on transfer described  elsewhere
herein, the rights and obligations of the Company and the Holder of this Warrant
shall be binding upon and benefit the successors, assigns, heirs, administrators
and transferees of the parties hereto.

         14.  Notice.  Any  notice,   demand,  consent  or  other  communication
hereunder  shall be in writing  addressed  to the other  party at its  principal
office or, in respect  of  Holder,  as its  address as shown on the books of the
Company, or to such other address as such party shall have theretofore furnished
by like notice,  and either served  personally,  sent by express,  registered or
certified first class mail, postage prepaid, sent by facsimile transmission,  or
delivered by reputable commercial courier. Such notice shall be deemed given (i)
when so  personally  delivered,  or (ii) if mailed as  aforesaid,  five (5) days
after  the  same  shall  have  been  posted,  or  (iii)  if  sent  by  facsimile
transmission, as soon as sender receives written or telephonic confirmation that
the message has been  received  and such  facsimile  is followed the same day by
mailing by prepaid first class mail, or (iv) if delivered by commercial courier,
upon receipt.

         15.  Governing  Law. This Warrant shall be governed by and construed in
accordance  with the laws of the State of  California,  applicable  to contracts
between  California  residents entered into and to be performed  entirely within
the State of California.

         16.  Attorneys' Fees. If any action at law or in equity is necessary to
enforce or interpret the terms of this Warrant,  the  prevailing  party shall be
entitled to reasonable  attorneys' fees, costs and  disbursements in addition to
any other relief to which such party may be entitled.

         17. Descriptive Headings. The headings used herein are descriptive only
and for the convenience of identifying provisions,  and are not determinative of
the meaning or effect of any such provisions.

IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be executed by its
duly authorized officer this ____ day of ____________, 19___.


                                                  VALUESTAR CORPORATION

                                                  /s/ JAMES STEIN
                                                  James Stein, President and CEO