EXHIBIT 10.20

                              VALUESTAR CORPORATION

                             1997 STOCK OPTION PLAN

               INCENTIVE AND NON-STATUTORY STOCK OPTION AGREEMENT

This Stock  Option  Agreement  ("Agreement")  is made and entered into as of the
Date of Grant indicated below by and between ValueStar  Corporation,  a Colorado
corporation  (the  "Company"),  and  the  person  named  below  as  Employee  or
Participant.

WHEREAS,  Employee  is an  employee  of the  Company  and/or  one or more of its
subsidiaries; and

WHEREAS,  pursuant to the  Company's  1997 Stock Option Plan (the  "Plan"),  the
committee of the Board of Directors of the Company  administering  the Plan (the
"Committee")  has approved the grant to Employee of an option to purchase shares
of the common stock,  $0.00025 par value,  of the Company (the "Common Stock" or
"Shares"), on the terms and conditions set forth herein,

NOW, THEREFORE, in consideration of the foregoing recitals and the covenants set
forth herein, the parties hereto hereby agree as follows:

1. Grant of Option:  Certain Terms and Conditions.  The Company hereby grants to
Employee,  and Employee  hereby  accepts,  as of the Date of Grant, an option to
purchase  the number of shares of Common  Stock  indicated  below  (the  "Option
Shares") at the Exercise  Price per share  indicated  below,  which option shall
expire at 5:00 o'clock p.m.,  California  time, on the Expiration Date indicated
below and shall be subject to all of the terms and  conditions set forth in this
Agreement (the "Option").  The Option shall become exercisable to purchase,  and
shall vest with  respect  to,  that  number of Option  Shares as provided in the
Vesting Schedule provided below.

Employee:                           ROBERT SICK

Date of Grant:                      January 28, 2000

Number of shares purchasable:       Fifteen Thousand (15,000)

Exercise Price per share:           $7.00

Expiration Date:                    January 27, 2005

Vesting Schedule: All 15,000 shares shall vest on March 31, 2000.

The first 14,000 shares that vest and become exercisable are intended as Options
intended  to qualify as an  incentive  stock  option  under  Section  422 of the
Internal Revenue Code (an "Incentive Stock Option") and consequently:

         (a) the Expiration  Date shall not be more than 10 years after the Date
         of Grant and the  Exercise  Price per share  shall not be less than the
         Fair  Market  Value (as  defined  in the Plan) per share on the Date of
         Grant; provided.  however, that if, on the Date of Grant, Employee owns
         (after application of the family and other attribution rules of Section
         425(d)  of the  Internal  Revenue  Code)  more  than  10% of the  total
         combined  voting power of all classes of stock of the Company or of its
         parent or subsidiary  corporations,  then the Expiration Date shall not
         be more than five years after the Date of Grant and the Exercise  Price
         per share  shall not be less  than  110% of the Fair  Market  Value per
         share on the Date of Grant; and

         (b) the  aggregate  Fair Market Value  (determined  as of the date such
         options  are  granted)  of the shares of Common  Stock with  respect to
         which  Incentive  Stock Options are  exercisable  for the first time by
         Employee  during any calendar  year (under the Plan and all other stock
         option plans of the Company and its parent and subsidiary corporations)
         shall not exceed $100,000.

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The  balance  of the  shares  under  Option  are not  intended  to qualify as an
incentive  stock  option  under  Section 422 of the  Internal  Revenue  Code (an
"Incentive Stock Option").

2. Acceleration and Termination of Option.

(a) Termination of Employment.

         (i) Permanent Disability.  If Participant's Employment is Terminated by
         reason of Permanent Disability (within the meaning of Section 422(c)(6)
         of the Code) of  Participant,  then (A) the  portion of the Option that
         has  not  vested  on or  prior  to the  date  of  such  Termination  of
         Employment  shall  terminate on such date and (B) the remaining  vested
         portion  of  the  Option  shall  terminate  upon  the  earlier  of  the
         Expiration  Date  or  the  first   anniversary  of  the  date  of  such
         Termination  of  Employment.   Any  determination  by  the  Board  that
         Participant does or does not have a Permanent Disability shall be final
         and binding upon the Company and Participant.

         (ii) Death During Employment. If Participant's Employment is Terminated
         by reason of death of Employee, then (A) the portion of the Option that
         has  not  vested  on or  prior  to the  date  of  such  Termination  of
         Employment  shall  terminate on such date and (B) the remaining  vested
         portion  of  the  Option  shall  terminate  upon  the  earlier  of  the
         Expiration  Date  or  fifteen  (15)  months  after  the  date  of  such
         Termination of Employment.

         (iii) Other Termination.  If Participant's Employment is Terminated for
         no reason, or for any reason other than Retirement,  death or Permanent
         Disability,  and a Change of Control shall not have occurred within one
         year prior  thereto,  then the Option shall  terminate six months after
         such Termination of Employment.

(b) Death Following Termination of Employment.  Notwithstanding  anything to the
contrary in this  Agreement,  if Participant  shall die within not more than six
months  after  the  Termination  of his  or  her  Employment  and  prior  to the
Expiration  Date,  then (i) the  portion of the Option that has not vested on or
prior  to the  date of such  death  shall  terminate  on such  date and (ii) the
remaining  vested  portion of the Option  shall  terminate on the earlier of the
Expiration Date or fifteen (15) months after the date of such death.

(c) Merger. In the event of a merger, sale or reorganization of the Company with
or into any other  corporation or corporations or a sale of all or substantially
all of the assets or outstanding stock of the Company,  in which transaction the
Company's  stockholders  immediately  prior to such  transaction own immediately
after such transaction  less than 50% of the equity  securities of the surviving
corporation  or its  parent,  all  Options  that  have  not been  terminated  in
accordance  with the Stock Option  Agreement  that will become  vested within 48
months  of the  closing  date of such  merger,  sale or  reorganization  will be
accelerated.  In the  event  of a merger  of the  Company  with or into  another
corporation,  each outstanding  Option or Stock Purchase Right may be assumed or
an equivalent  option or right may be substituted by such successor  corporation
or a parent or subsidiary of such successor  corporation.  If, in such event, an
Option or Stock  Purchase  Right is not  assumed or  substituted,  the Option or
Stock  Purchase  Right  shall  terminate  as of the date of the  closing  of the
merger.  For the purposes of this paragraph,  the Option or Stock Purchase Right
shall be  considered  assumed  if,  following  the  merger,  the Option or Stock
Purchase  Right  confers the right to  purchase  or  receive,  for each Share of
Optioned Stock subject to the Option or Stock Purchase Right  immediately  prior
to the merger,  the consideration  (whether stock,  cash, or other securities or
property)  received in the merger by holders of Common Stock for each Share held
on the  effective  date of the  transaction  (and if the  holders  are offered a
choice of  consideration,  the type of consideration  chosen by the holders of a
majority  of the  outstanding  Shares).  If such  consideration  received in the
merger is not solely  common stock of the successor  corporation  or its Parent,
the Committee  may, with the consent of the successor  corporation,  provide for
the  consideration  to be  received  upon the  exercise  of the  Option or Stock
Purchase Right,  for each Share of Optioned Stock subject to the Option or Stock
Purchase  Right,  to be solely common stock of the successor  corporation or its
Parent  equal in fair market  value to the per share  consideration  received by
holders of Common Stock in the merger.

(d) Other Events Causing  Acceleration  of Option.  The  Committee,  in its sole
discretion,  may accelerate the exercisability of the Option at any time and for
any reason.

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(e) Other Events Causing Termination of Option.  Notwithstanding anything to the
contrary in this Agreement,  the Option shall terminate upon the consummation of
any of the following events, or, if later, the thirtieth day following the first
date upon which such event  shall have been  approved  by both the Board and the
shareholders of the Company:

         (i) the dissolution or liquidation of the Company; or

         (ii) a sale or lease of all or  substantially  all of the  property and
         assets of the  Company,  unless  the term of such  sale or lease  shall
         provide otherwise.

3. Adjustments.  In the event that the outstanding  securities of the class then
subject to the Option are  increased,  decreased or  exchanged  for or converted
into cash,  property and/or a different  number or kind of securities,  or cash,
property  and/or  securities  are  distributed  in respect  of such  outstanding
securities,   in  either  case  as  a  result  of  a   reorganization,   merger,
consolidation,  recapitalization,   reclassification,  dividend  (other  than  a
regular,  quarterly cash dividend) or other distribution,  stock split,  reverse
stock split or the like, or in the event that  substantially all of the property
and assets of the  Company  are sold,  then,  unless  such event shall cause the
option to terminate  pursuant to Section 2(d) hereof,  the Committee  shall make
appropriate  and  proportionate  adjustments in the number and type of shares or
other  securities or cash or other property that may thereafter be acquired upon
the exercise of the Option; provided.  however. that any such adjustments in the
Option shall be made without  changing the aggregate  Exercise Price of the then
unexercised portion of the Option.

4. Exercise.

(a) The Option shall be  exercisable  during a  Participant's  lifetime  only by
Participant  or by  his or her  guardian  or  legal  representative,  and  after
Participant's  death  only by the  person  or  entity  entitled  to do so  under
Participant's  last will and testament or applicable  intestate  law. The Option
may only be exercised by the delivery to the Company of a written notice of such
exercise, which notice shall specify the number of Option Shares to be purchased
(the "Purchased  Shares") and the aggregate  Exercise Price for such shares (the
"Exercise  Notice"),  together with payment in full of such  aggregate  Exercise
Price in cash or by  cashier's or personal  check or money order  payable to the
Company; provided,  however, that at the option of the Committee payment of such
aggregate  Exercise  Price  may  instead  be made,  in whole or in part,  by the
delivery to the Company of a certificate or certificates  representing shares of
Common Stock,  duly  endorsed or  accompanied  by a duly executed  stock powers,
which delivery effectively transfers to the Company good and valid title to such
shares,  free  and  clear  of any  pledge,  commitment,  lien,  claim  or  other
encumbrance  (such shares to be valued on the basis of the aggregate Fair Market
Value (as defined in the Plan) thereof on the date of such  exercise),  provided
that the Company is not then prohibited from purchasing or acquiring such shares
of Common Stock.

5. Payment of  Withholding  Taxes.  The exercise of any Option is subject to the
condition that if at any time the Company shall  determine,  in its  discretion,
that the satisfaction of withholding tax or other withholding  liabilities under
any federal,  state or local law is necessary or desirable as a condition of, or
in connection  with, such exercise or a later lapsing of time or restrictions on
or disposition  of the shares of Common Stock received upon such exercise,  then
in such event,  the exercise of the Option  shall not be  effective  unless such
withholding  shall have been effected or obtained in a manner  acceptable to the
Company.

6.  Notices.  All notices and other  communications  required or permitted to be
given pursuant to this  Agreement  shall be in writing and shall be deemed given
if delivered  personally  or five days after  mailing by certified or registered
mail, postage prepaid, return receipt requested, to the Company at 1120A Ballena
Blvd., Alameda, California 95401, Attention: Jim Stein, or to Participant at the
address set forth beneath his or her signature on the signature page hereto,  or
at such other  addresses as they may  designate by written  notice in the manner
aforesaid.

7. Applicable Laws.  Notwithstanding anything to the contrary in this Agreement,
no shares of stock  purchased  upon exercise of the Option,  and no  certificate
representing all or any part of such shares,  shall be issued or delivered if in
the opinion of counsel to the Company, such issuance or delivery would cause the
Company to be in violation of or to incur liability under any federal,  state or
other securities law, or any requirement of any stock exchange listing agreement
to which  the  Company  is a party,  or any other  requirement  of law or of any
administrative  or regulatory  body having  jurisdiction  over the Company.  The
issuance  of any  unregistered  Shares upon the  exercise of an Option  shall be
conditioned   upon  the  Participant   providing  to  the  Committee  a  written
representation  that,  at  the  time  of  exercise,  it is  the  intent  of  the
Participant to acquire the Shares for investment only and not with a view toward

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distribution.  Any unregistered Shares shall be restricted as to transfer by the
Company unless the Company  receives an opinion of counsel  satisfactory  to the
Company to the effect that such restriction is not necessary.

8. Nontransferability.  Neither the Option nor any interest therein may be sold,
assigned,  conveyed,  gifted, pledged,  hypothecated or otherwise transferred in
any manner other than by will or the laws of descent and distribution.

9. Plan. The Option is granted pursuant to the Plan, as in effect on the Date of
Grant,  and is subject to all the terms and  conditions of the Plan, as the same
may be amended  from time to time;  provided,  however,  that no such  amendment
shall deprive  Participant,  without his or her consent, of the Option or of any
of  Participant's   rights  under  this  Agreement.   The   interpretation   and
construction by the Committee of the Plan,  this Agreement,  the Option and such
rules and  regulations  as may be adopted by the  Committee  for the  purpose of
administering  the Plan shall be final and binding upon  Participant.  Until the
Option shall expire,  terminate or be exercised in full, the Company shall, upon
written request therefor,  send a copy of the Plan, in its then-current form, to
Participant or any other person or entity then entitled to exercise the Option.

10.  Shareholder  Rights. No person or entity shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of any Option Shares until the
Option  shall  have  been duly  exercised  to  purchase  such  Option  Shares in
accordance with the provisions of this Agreement.

11.  Unemployment or Contract  Rights.  No provision of this Agreement or of the
Option granted hereunder shall (a) confer upon Participant any right to continue
in the employ of or contract  with the Company or any of its  subsidiaries,  (b)
affect the right of the Company and each of its  subsidiaries  to terminate  the
employment or contract of Participant, with or without cause, or (c) confer upon
Participant any right to participate in any employee  welfare or benefit plan or
other  program of the  Company or any of its  subsidiaries  other than the Plan.
Participant  hereby  acknowledges  and agrees  that the  Company and each of its
subsidiaries may terminate the employment or contract of Participant at any time
and for any reason, or for no reason, unless Participant and the Company or such
subsidiary are party to a written employment, consulting or other agreement that
expressly provides otherwise.

12.  Governing  Law. This Agreement and the Option  granted  hereunder  shall be
governed by and construed and enforced in accordance  with the laws of the State
of California without reference to choice or conflict of law principles.

IN  WITNESS  WHEREOF,  the  Company  and  Participant  have duly  executed  this
Agreement as of the Date of Grant.

VALUESTAR CORPORATION

/s/ JAMES STEIN
By: James Stein

Title: President and CEO

PARTICIPANT

/s/ ROBERT A. SICK
Signature

211 Alberta Ave.
San Carlos, CA  94070


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