EXHIBIT 4.40

"THIS  WARRANT  AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  HEREOF  HAVE BEEN
ACQUIRED FOR  INVESTMENT  AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION  WITH
THE DISTRIBUTION  HEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE  SECURITIES  LAWS,  AND MAY NOT BE  PLEDGED,  SOLD,  OFFERED FOR SALE,
TRANSFERRED,  OR OTHERWISE  DISPOSED OF IN THE ABSENCE OF REGISTRATION  UNDER OR
EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS."

                             STOCK PURCHASE WARRANT

               RIGHT TO PURCHASE _________ SHARES OF COMMON STOCK

THIS  CERTIFIES  THAT  __________  and  all  registered  and  permitted  assigns
("Holder")  is  entitled  to  purchase,  on  or  before  March  5,  2006,  up to
______________________________  shares of the common  stock  ("Common  Stock" or
"Shares")  of  VALUESTAR  CORPORATION  (the  "Corporation"  or  "Company")  upon
exercise of this Warrant along with  presentation  of the full purchase price as
provided  herein.  The  purchase  price of the Common Stock upon  exercise  (the
"Warrant  Shares")  is equal to  Seventy  Five  Cents  ($0.75)  per  share  (the
"Exercise Price").

1. Exercise.

(a) This  Warrant  may be  exercised  one or more  times,  in  whole or  minimum
increments of 50,000 shares (or the balance of the Warrant), 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 payment of the Exercise  Price in lawful  money of the United  States of
America in the form of a wire  transfer or certified or official  bank check for
the Warrant Shares specified in the exercise request.  If this Warrant should be
exercised in part only,  the Company  shall,  upon  surrender  of this  Warrant,
execute and deliver a new Warrant  evidencing the rights of the Holder hereof to
purchase the balance of the Warrant Shares purchasable  hereunder.  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.

(b) At any time during the period from  issuance to  expiration  of this Warrant
(the "Exercise Period"),  the Holder may, at its option,  exchange this Warrant,
(in  minimum  blocks of 100,000  shares  being  exchanged  unless  waived by the
Company),  (a "Warrant Exchange"),  into the number of Warrant Shares determined
in accordance  with this Section  (1)(b),  by  surrendering  this Warrant at the
principal  office of the Company,  accompanied  by a written notice stating such
Holder's  intent to effect  such  exchange,  the number of Warrant  Shares to be
exchanged and the date on which the Holder  requests that such Warrant  Exchange
occur (the "Notice of Exchange").  The Warrant  Exchange shall take place on the
date the Notice of Exchange is received by the Company or such later date as may
be specified in the Notice of Exchange (the "Exchange  Date").  Certificates for
the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant
of like tenor  evidencing  the balance of the shares  remaining  subject to this
Warrant,  shall be issued as of the  Exchange  Date and  delivered to the Holder
within ten (10) days following the Exchange Date. In connection with any Warrant
Exchange,  this Warrant  shall  represent the right to subscribe for and acquire
the number of Warrant Shares (rounded to the next highest  integer) equal to (i)
the number of Warrant  Shares  specified by the Holder in its Notice of Exchange
(the  "Total  Number")  less (ii) the  number  of  Warrant  Shares  equal to the
quotient  obtained  by  dividing  (A) the  product  of the Total  Number and the
existing  Exercise  Price by (B) the current  market  value of a share of Common
Stock.  Current market value shall be the average  closing sales price for the 5
trading day period prior to the Exchange Date.

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 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:


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         (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;

the  number of Warrant  Shares 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.

If shares of the Corporation's Common Stock are subdivided into a greater number
of shares of Common  Stock,  the  Exercise  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
Corporation's  Common Stock are combined  into a smaller  number of Common Stock
shares, the Exercise Price shall be proportionately  increased,  and the Warrant
Shares shall be proportionately decreased.

(b)  Except in the  circumstances  covered by Section  2(a)  above,  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  bid  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
fully-diluted  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
fully-diluted  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.

3. 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 any state  securities  laws.  The Holder  acknowledges  by
acceptance  of this  Warrant that as of the date of this Warrant and at the time
of exercise (a) he has acquired this Warrant or the Warrant Shares,  as the case
may be, for  investment and not with a view to  distribution;  and either (b) he
has a pre-existing  personal or business  relationship with the Corporation,  or
its executive officers,  or by reason of his business or financial experience he
has  the  capacity  to  protect  his  own  interests  in  connection   with  the
transaction;  and (c) he is an  accredited  investor  as that term is defined in
Regulation D promulgated  under the  Securities  Act. The Holder agrees that any
Warrant  Shares  issuable  upon  exercise of this  Warrant  will be acquired for
investment and not with a view to distribution  and such Warrant Shares will not
be registered  under the Securities Act and applicable state securities laws and
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 Corporation,  an exemption from such  registration  and  qualification is
available.  The Holder, by acceptance  hereof,  consents to the placement of the
following  restrictive  legends,  or  substantially  similar  legends,  on  each
certificate to be issued to the Holder by the Corporation in connection with the
issuance of such  Warrant  Shares:  "THESE  SECURITIES  HAVE BEEN  ACQUIRED  FOR
INVESTMENT  AND  NOT  WITH  A  VIEW  TO OR  FOR  SALE  IN  CONNECTION  WITH  THE
DISTRIBUTION  HEREOF.  THESE  SECURITIES  HAVE NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
PLEDGED,  SOLD,


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OFFERED  FOR SALE,  TRANSFERRED,  OR  OTHERWISE  DISPOSED  OF IN THE  ABSENCE OF
REGISTRATION  UNDER  OR  EXEMPTION  FROM  SUCH  ACT  AND  ALL  APPLICABLE  STATE
SECURITIES LAWS."

4. 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  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  unrestricted
securities  acquired in the open market and 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 one  hundred  eighty  (180) days
from the effective date of the registration (the "Lock-Up Period"). 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 (the "Lock-Up Legend").

5. Loss, Theft, Destruction or Mutilation of Warrant

Upon receipt by the Corporation of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of any Warrant or stock certificate,  and
in case of loss,  theft or  destruction,  of  indemnity  or security  reasonably
satisfactory to it, and upon  reimbursement to the Corporation of all reasonable
expenses incidental thereto, and upon surrender and cancellation of such Warrant
or stock certificate,  if mutilated, the Corporation will make and deliver a new
Warrant or stock certificate of like tenor and dated as of such cancellation, in
lieu of this Warrant or stock certificate.

6. 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  Corporation
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 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 3 of this Warrant.  Promptly upon  receiving such
written  notice  and  reasonably  satisfactory  opinion,  if so  requested,  the
Corporation,  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 Corporation.  If a determination  has been made pursuant
to this  Section 6 that the opinion of counsel for the Holder is not  reasonably
satisfactory  to the  Corporation,  the  Corporation  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 3. The Corporation
may issue stop transfer  instructions  to its transfer agent in connection  with
such  restrictions.  Warrants and  underlying  securities  issued upon transfers
after the  expiration  date of the Lock-Up  Period  shall be issued  without the
Lock-Up Legend.

7. 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.

The 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.


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8. Registration Rights.

The Company  intends to  register  the Warrant  Shares in  connection  with that
certain registration statement discussed and proposed in the Registration Rights
Agreement dated as of September 14, 2000, as amended on January 4, 2001, between
the Company and Series C and Series CC Preferred stock purchasers.

9. 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.

10. 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.

IN WITNESS  WHEREOF,  the  Corporation has caused this Warrant to be executed by
its duly authorized  officers and the corporate seal hereunto affixed as of this
5th day of March, 2001.

VALUESTAR CORPORATION                        ACCEPTANCE BY HOLDER

/s/ JAMES STEIN
---------------------------                  --------------------------
James Stein, CEO


/s/ JAMES A. BARNES
------------------------------------
James A. Barnes, Secretary