EXHIBIT 4.8

THIS WARRANT AND THE SHARES  ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED
WITH THE U.S.  SECURITIES AND EXCHANGE  COMMISSION UNDER THE U.S. SECURITIES ACT
OF 1933  ("ACT"),  AND  THEY MAY NOT BE  SOLD,  OFFERED  FOR  SALE,  PLEDGED  OR
HYPOTHECATED  IN THE ABSENCE OF A REGISTRATION  STATEMENT IN EFFECT WITH RESPECT
TO THE SECURITIES  UNDER SUCH ACT OR AN OPINION OF COUNSEL  SATISFACTORY  TO THE
COMPANY THAT SUCH  REGISTRATION  IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE
144 OF SUCH ACT.

                              VALUESTAR CORPORATION

                             STOCK PURCHASE WARRANT

               RIGHT TO PURCHASE __________ SHARES OF COMMON STOCK

THIS  CERTIFIES THAT NEO OPTICS LTD.  ("Holder") is entitled to purchase,  on or
before December 31, 2002,  ____________  (_________)  shares of the common stock
("Common Stock") of VALUESTAR  CORPORATION (the  "Corporation") upon exercise of
this Warrant along with  presentation of the full purchase  price.  The purchase
price of the common  stock is equal to One Dollar and Twenty Five Cents  ($1.25)
per  share  (the  "Exercise  Price").  This  Warrant  is  granted  for  valuable
consideration received.

1. Exercise.

This  Warrant  may be  exercised  one  time,  in whole  only,  unless  otherwise
permitted by the  Corporation,  on any business day on or before the  expiration
date listed above by presentation and surrender hereof to the Corporation at its
principal  office of a written exercise request and the Exercise Price in lawful
money of the United  States of America in the form of a wire  transfer or check,
subject to collection, for the Warrant Shares specified in the exercise request.
Upon  receipt by the  Corporation  of an exercise  request and  representations,
together with proper payment of the Exercise Price,  at such office,  the Holder
shall  be  deemed  to  be  the   holder  of  record  of  the   Warrant   Shares,
notwithstanding  that the stock transfer books of the Corporation  shall then be
closed or that  certificates  representing such Warrant Shares shall not then be
actually delivered to the Holder. The Corporation shall pay any and all transfer
agent fees,  documentary  stamp or similar  issue or transfer  taxes  payable in
respect of the issue or delivery of the Warrant  Shares.  The Corporation may at
its discretion allow the Holder to exercise this Warrant on net issuance terms.

This  Warrant is  redeemable  and callable  upon 20 days  written  notice by the
Corporation to the Holder at the price of $0.01 per  exercisable  share provided
that the closing bid price of the  Company's  common  stock is $5.00 or more for
ten consecutive trading days. The redemption shall be made by the Corporation in
writing (with proof of receipt)  specifying the terms of redemption and advising
the Holder the final date to exercise  this Warrant to prevent  such  redemption
and whether any net issuance terms are being offered by the Corporation.

2. Adjustment of Exercise Price and Number of Shares  Deliverable  Upon Exercise
   of Warrant.

The  Exercise  Price and the number of Shares  purchasable  upon the exercise of
this Warrant ("Warrant Shares") are subject to adjustment from time to time upon
the occurrence of the events enumerated in this paragraph.

(a) In case the Corporation shall at any time after the date of this Warrant:
         (i)   Pay a  dividend  of its  shares  of its  Common  Stock  or make a
               distribution  in shares of its Common  Stock with  respect to its
               outstanding Common Stock;
         (ii)  Subdivide its outstanding shares of Common Stock;
         (iii) Combine its outstanding shares of Common Stock; or
         (iv)  Issue any other shares of capital  stock by  reclassification  of
               its shares of Common Stock;

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the  Exercise  Price in effect at the time of the record date of such  dividend,
subdivision,  combination, or reclassification shall be proportionately adjusted
so that Holder  shall be entitled  to receive the  aggregate  number and kind of
shares which,  if this Warrant had been  exercised  prior to such event,  Holder
would have owned upon such  exercise  and been  entitled to receive by virtue of
such dividend,  subdivision,  combination, or reclassification.  Such adjustment
shall be made successively whenever any event listed above shall occur.

(b) In case the Corporation  shall fix a record date for the issuance of rights,
options,  or warrants or make a  distribution  of shares of Common  Stock to all
(but not less than all) holders of its  outstanding  Common Stock entitling them
to subscribe for or purchase  shares of Common Stock (or securities  convertible
into shares of Common Stock) at a price per share (or having a conversion  price
per share,  if a security  convertible  into Common  Stock) less than the market
price of the shares  (based on the closing price on the record date on NASDAQ or
a listed securities  exchange of the  Corporation's  Common Stock, or if no such
quote is available,  the  shareholders  equity on the date of the last financial
statement  divided  by the  total  number of shares  outstanding)  (the  "Market
Price"),  the  Exercise  Price to be in effect  after such  record date shall be
determined by multiplying the then current Exercise Price in effect  immediately
prior to such  record date by a fraction,  of which the  numerator  shall be the
number of shares of Common Stock outstanding on such record date plus the number
of shares of Common Stock which the aggregate offering price of the total number
of shares of Common Stock so to be offered (or the aggregate initial  conversion
price of the  convertible  securities so to be offered)  would  purchase at such
Market  Price  and of which  the  denominator  shall be the  number of shares of
Common  Stock  outstanding  on such  record  date plus the number of  additional
shares of Common Stock to be offered for subscription or purchase (or into which
the  convertible  securities so to be offered are initially  convertible).  Such
adjustment shall be made successively  whenever such a record date is fixed; and
in the event that such rights or warrants are not so issued,  the Exercise Price
shall again be adjusted to be the  Exercise  Price which would then be in effect
if such record date had not been fixed.

(c) In  case  of  any  reorganization  of the  Corporation,  or in  case  of any
reclassification or change of outstanding Common Stock issuable upon exercise of
this  Warrant  (other  than a change in par  value,  or from par value to no par
value,  or from no par value to par value,  or as a result of a  subdivision  or
split-up or combination of the Common Stock), or in case of any consolidation or
merger of the Company with or into another entity (other than a consolidation or
merger with a subsidiary or a continuing corporation), or in case of any sale or
conveyance to another entity of all or substantially  all of the property of the
Corporation,  then,  as a condition  of such  reorganization,  reclassification,
change,  consolidation,  merger,  sale, or conveyance,  the  Corporation or such
successor or purchasing  entity,  as the case may be, shall forthwith provide to
Holder a  supplemental  warrant  (the  "Supplemental  Warrant")  which will make
lawful and adequate  provision whereby Holder shall have the right thereafter to
receive,  upon  exercise of such  Supplemental  Warrant,  the kind and amount of
shares and other  securities  and property  which would have been  received upon
such reorganization,  reclassification,  change, consolidation, merger, sale, or
conveyance by a holder of a number of shares of Common Stock equal to the number
of Shares  issuable  upon  exercise of this  Warrant  immediately  prior to such
reorganization,   reclassification,  change,  consolidation,  merger,  sale,  or
conveyance.  Such Supplemental  Warrant shall include provisions for adjustments
which shall be as nearly  equivalent as may be  practicable  to the  adjustments
provided for in this  paragraph.  The above  provisions of this paragraph  shall
similarly apply to successive reorganizations, reclassifications, and changes of
Common Stock and to successive consolidations, mergers, sales, or conveyances.

3. Restrictions on Transfer.

Holder has been advised and understands that the Warrants and the Warrant Shares
purchasable  thereby are  characterized  as  "restricted  securities"  under the
federal  securities  laws because they are being acquired from  Corporation in a
transaction  not  involving  a public  offering  and that  under  such  laws and
applicable  regulations such securities may be resold without registration under
the Act only in certain limited  circumstances.  Holder further understands that
the  certificates  evidencing  the  Warrant  Shares will bear the  following  or
comparable  legend:  "These  securities  have  not  been  registered  under  the
Securities  Act of 1933.  They may not be sold,  offered  for sale,  pledged  or
hypothecated  in the absence of a registration  statement in effect with respect
to the securities  under such Act or an opinion of counsel  satisfactory  to the
Company that such  registration  is not required or unless sold pursuant to Rule
144 or Regulation S under such Act."

The Holder understands that the Company may place, and may instruct any transfer
agent or depository for the Warrant Shares to place, a stop transfer notation in
the securities records in respect of the Warrant Shares.

4. Registration Rights.


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Holder  shall have the right,  at any time and from time to time until  December
31,  2002,  to  include  all of the shares  purchased  or  purchasable  upon the
exercise of this Warrant ( the  "Registrable  Shares")  within any  Registration
Statement of the  Corporation  filed by the  Corporation  covering shares of its
Common Stock other than a  Registration  Statement  filed solely with respect to
any employee benefit plan of the Corporation or an offering solely related to an
acquisition  or for  which  such  Registrable  Shares  cannot  be  appropriately
registered.  The Corporation shall promptly give written notice to Holder of any
intended  registration  of its Common Stock not less than  forty-five  (45) days
prior to the  anticipated  effective  date of the  Registration  Statement,  and
Holder  shall,  within  fifteen  (15)  days  of  receipt  thereof,   notify  the
Corporation  of the  number of  Registrable  Shares it desires to include in the
Registration  Statement.  The number of Registrable Shares which may be included
by the  Holder  in any such  Registration  Statement  may be  restricted  by the
Corporation if, in the opinion of the Corporation's  managing  underwriter,  the
number of shares  proposed  to be sold by the Holder and by the  Corporation  in
such  offering  exceeds  the  number  of  securities  which  can be sold in such
offering.  In such event, the Registrable Shares of Holder to be included within
such  Registration  Statement shall not exceed the number approved for inclusion
therein by the Corporation and its managing underwriter.  All costs or expenses,
incident to the registration,  qualification or listing of such securities shall
be paid by the Corporation, and the Corporation shall comply with all reasonable
requests  of Holder made in  connection  with the  registration,  qualification,
listing or sale of Registrable Shares.

5. Assignment or Loss of Warrant.

(a) The Holder of this Warrant shall be entitled,  without obtaining the consent
of the  Corporation,  to assign  its  interest  in this  Warrant,  or any of the
Warrant Shares, in whole or in part to any person,  provided,  however, that the
transferee,  prior to any such transfer,  provides the Corporation  with a legal
opinion, in form and substance  satisfactory to the Company,  that such transfer
will not violate the Act or any  applicable  state  securities or blue sky laws.
Otherwise  without  obtaining the prior written  consent of the Company,  Holder
shall not transfer or assign its interest in this Warrant, or any of the Warrant
Shares prior to exercise, in whole or in part to any transferee.

(b) Upon  receipt of evidence  satisfactory  to the Company of the loss,  theft,
destruction  or mutilation of this Warrant,  and (in the case of loss,  theft or
destruction) of indemnification  satisfactory to the Company, and upon surrender
and  cancellation of this Warrant,  if mutilated,  the Company shall execute and
deliver a new Warrant of like tenor and date.

6.  Reservation  of Shares.  The Company  hereby  agrees that at all times there
shall be reserved for issuance  and delivery  upon  exercise or exchange of this
Warrant all shares of its Common Stock or other  shares of capital  stock of the
Company from time to time  issuable  upon  exercise or exchange of this Warrant.
All such shares shall be duly  authorized  and, when issued upon the exercise or
exchange of the Warrant in accordance  with the terms  hereof,  shall be validly
issued,  fully paid and  nonassessable,  free and clear of all  liens,  security
interests, charges and other encumbrances or restrictions on sale (other than as
provided in the Company's articles of incorporation and any restrictions on sale
set forth herein or pursuant to applicable  federal and state  securities  laws)
and free and clear of all preemptive rights.

7.  Arbitration.  In the event that a dispute arises between the Corporation and
the holder of this Warrant as to any matter relating to this Warrant, the matter
shall be settled by arbitration in Alameda County, California in accordance with
the Rules of the American Arbitration Association and the award rendered by such
arbitrator(s)  shall not be subject to appeal and may be entered in any  federal
or state  court  located in Alameda  County  having  jurisdiction  thereof,  and
actions or proceedings shall be brought in no other forum or venue.

IN WITNESS  WHEREOF,  the  Corporation has caused this Warrant to be executed by
its duly  authorized  officers and the corporate  seal hereunto  affixed on this
12th day of December 1997.

VALUESTAR CORPORATION

/s/ JAMES STEIN
James Stein, President and CEO

/s/ BENJAMIN A. PITTMAN
Benjamin A. Pittman, Secretary

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