EXHIBIT 4.41

The Investor Relations Group

LETTER OF AGREEMENT

February 20, 2001

Section 1. Services to be Rendered. The purpose of this letter (the "Agreement")
is to set forth the terms and conditions on which The Investor  Relations Group,
Inc. ("IRG") agrees to provide  ValueStar  Corporation (the "Company")  investor
relations services.  These services may include, but are not limited to: overall
management of the corporate  communications program of the Company;  designing a
corporate  fact sheet that can  readily be mass  produced  for  distribution  to
brokers,  analysts, and other industry personnel;  securing one-on-one and group
appointments  with industry  professionals  for presentations by, for, and about
Company  management;  targeted mailings;  assistance with compiling  promotional
materials;  editing news releases;  advice on packaging the Company story;  and,
daily update reports.

Section 2. Fees. The Company shall pay to IRG for the services  described herein
a fee equal to  $7,500.00  per month (the  "Monthly  Fee") during a period of 12
months  beginning  February 20, 2001 and ending  February 19, 2002,  unless this
Agreement is sooner  terminated by either party pursuant to Section 6 below. The
Monthly Fee shall be paid on or before the fifth  business day of each  calendar
month and pro-rated for any partial month.

Section 3. Additional  Consideration.  (a) As additional  consideration for this
Agreement, the Company agrees to issue and deliver to IRG warrants assignable to
IRG officers and employees, granting IRG the right to purchase from the Company,
subject  to the terms  and  conditions  of this  Agreement,  up to a maximum  of
150,000 shares of the Company's Common Stock at a price per share equal to $1.00
(the  "Shares").  Such warrants  shall be issued and delivered by the Company to
IRG no later than 15 business days from the date hereof.

                  (b) The right of IRG to  purchase  the Shares from the Company
shall vest over a period of 2 years in accordance  with the  following  schedule
(the "Vesting Schedule"):

     -18,750 Shares may be purchased by IRG upon execution of this Agreement;

     -18,750  Shares may be purchased  by IRG 3 months  after  execution of this
     Agreement;

     -18,750  Shares may be purchased  by IRG 6 months  after  execution of this
     Agreement;

     -18,750  Shares may be purchased  by IRG 9 months  after  execution of this
     Agreement ;

     -18,750  Shares may be purchased  by IRG 12 months after  execution of this
     Agreement;

     -18,750  Shares may be purchased  by IRG 15 months after  execution of this
     Agreement;

     -18,750  Shares may be purchased  by IRG 18 months after  execution of this
     Agreement; and

     -18,750  Shares may be purchased  by IRG 21 months after  execution of this
     Agreement.


         (c) The right of IRG to exercise the warrants  issued  pursuant to this
Agreement  and IRG's right to purchase  the Shares shall expire 5 years from the
date hereof.  The foregoing Vesting Schedule is one of  `cliff-vesting'  and not
pro-rata over the quarters delineated.

         (d) The Company is planning an S-3  registration and agrees to register
the shares  underlying  the warrants  pursuant to this  registration  statement.
Otherwise the shares underlying the warrants shall have "piggyback" registration
rights subject to the rights of senior holders of securities of the Company.

         (e) All  other  terms  of the  warrants  shall  be in  accordance  with
ValueStar's  normal terms and  conditions  applicable  to warrants not issued to
employees or investors.

Section 4. Expenses. In addition to all other fees payable to IRG hereunder, the
Company hereby agrees to reimburse IRG for all reasonable out-of-pocket expenses
incurred  in  connection  with  the  performance  of

<PAGE>

services provided by IRG hereunder.  These out-of-pocket expenses shall include,
but are not limited to: telephone,  photocopying,  postage,  messenger  service,
clipping service, maintaining mailing lists, information retrieval service, wire
services,  monitoring advisory service,  all production costs for press releases
including paper, envelopes,  folding, insertion and delivery to the post office,
all reasonable travel and  entertainment  expenses,  and all reasonable  meeting
expenses including rental of audio/visual equipment. No individual expenses over
$500 will be expended  without prior approval by the Company.  Unless  otherwise
authorized by the Company in advance,  in no event the expenses  incurred by IRG
in connection  with this Agreement  shall exceed,  in the aggregate,  $2,000 per
month. The Company agrees to remit to IRG upon the execution of this Agreement a
check in the  amount of  $10,000  to be  deposited  by IRG and  credited  to the
Company against expenses incurred, on a permanent basis,  throughout the term of
this  Agreement.  From time to time,  the  Company  will  replenish  the expense
account as  necessary  to  maintain a balance  of  $3,500.  The  balance of said
deposit  is fully  refundable  upon  termination  of this  Agreement.  A running
invoice  will be  maintained  of all  expenses  incurred and will be provided to
Company on a monthly basis.

Section  5.  Indemnification.  Each of the  Company  and IRG  agree  to  defend,
indemnify  and hold  each  other,  their  respective  affiliates,  stockholders,
directors,  officers,  agents,  employees,   successors  and  assigns  (each  an
"Indemnified  Person")  harmless  from  and  against  any and  all  liabilities,
obligations,  losses, damages,  penalties,  actions,  judgements,  suits, costs,
expenses  and   disbursements  of  any  kind  whatsoever   (including,   without
limitation,  reasonable  attorneys'  fees) arising  solely from the Company's or
IRG's breach of its respective obligations, warranties and representations under
this Agreement.  It is recognized and agreed by IRG and the Company that neither
party shall have any  liability  hereunder  arising from the other party's gross
negligence  or willful  misconduct.  It is  further  agreed  that the  foregoing
indemnity  shall be in  addition  to any rights  that  either  party may have at
common  law  or  otherwise,   including,  but  not  limited  to,  any  right  to
contribution.

Section 6. Term of Agreement. Either party may terminate this Agreement, with or
without  cause,  at any time  upon 30 days'  prior  written  notice to the other
party.  Upon receipt of less than 30 days'  notice,  the balance of the 30 days'
fees owed to IRG will be due on the termination  date. Upon  termination of this
Agreement  (the  "Termination  Date"),  the Company's  obligation to pay IRG the
Monthly Fee and the right of IRG to purchase the Shares which at the Termination
Date have not yet vested pursuant to the Vesting Schedule,  shall be immediately
terminated.  The obligations of the Company and IRG under Sections 5 and 7 shall
survive  termination  or breach of this  Agreement,  with or without  cause,  by
either party. Prior to or immediately after February 20, 2002, IRG shall provide
30 days' advance written notice to the Company of any increase,  in any, in fees
for its services hereunder.

Section  7.  Severability.  In case any  provision  of this  Agreement  shall be
invalid, illegal, or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not be affected or impaired thereby.

Section  8.  Consent to  Jurisdiction.  This  Agreement  shall be  governed  and
construed in accordance  with the laws of the State of New York, and the parties
hereby consent to the exclusive  jurisdiction  of the State and Federal  Courts,
located  within the City,  County and State of New York to resolve any  disputes
arising under this Agreement.

Section 9. Dispute Resolution.  The parties will resolve any dispute arising out
of or relating to this Agreement in a binding  arbitration  conducted  under the
auspices of the American Arbitration  Association at a location within the City,
County and State of New York.

Section 10.  Other  Services.  If the Company  desires  additional  services not
included in this Agreement,  any such additional  services shall be covered by a
separate agreement between the parties hereto.

<PAGE>

Please  evidence your  acceptance of the provisions of this Agreement by signing
the copy of this letter  enclosed  herewith  and  returning  it to The  Investor
Relations  Group  Inc.,  11 West 30th  Street,  5th Floor,  New York,  NY 10001,
Attention: Dian Griesel, Ph.D., President & CEO.


         Very truly yours,

         /s/ Dian Griesel
         Dian Griesel
         President & CEO
         The Investor Relations Group, Inc.




ACCEPTED AND AGREED
AS OF THE DATE FIRST ABOVE WRITTEN:

ValueStar Corporation


/s/ Jim Stein
By: Jim Stein
CEO