EXHIBIT 10.28


        STRATEGIC DEVELOPMENT AND MARKETING AGREEMENT BETWEEN FIRST DATA
                       RESOURCES INC. AND VALUESTAR, INC.


This STRATEGIC  DEVELOPMENT AND MARKETING  AGREEMENT  ("Agreement")  is made and
entered into as of November 1, 2000 (the "Effective  Date") by and between First
Data  Resources  Inc., a Delaware  corporation,  having  offices at 10825 Farnam
Drive  C-42,  Omaha,  NE 68154  (hereinafter  referred  as "FDR") and  ValueStar
Incorporated,  a  California  corporation  having  offices  at 360 22nd  Street,
Oakland, CA 94612 (hereinafter referred as "VLST").

                                   BACKGROUND

A.       ValueStar is a company providing ratings of local service companies and
         cardholder  benefits.  ValueStar  has  created  a  cardholder  benefits
         program  known as ValueStar  Benefits,  the current  terms of which are
         described more fully in Schedule A.

B.       FDR is a provider of data processing,  electronic  commerce and payment
         services to credit card issuers and other clients.

C.       Each of VLST and FDR desire to enter into a strategic  development  and
         marketing  relationship  where FDR will  assist VLST in  marketing  the
         ValueStar  Benefits to credit card issuers who obtain services from FDR
         ("Issuers").

The parties, therefore, agree as follows:

         1.  Strategic  Development  &  Marketing.  FDR shall assist VLST in the
strategic  development of relationships with, and the marketing of the ValueStar
Benefits to Issuers.  Initially,  FDR and ValueStar  shall  jointly  develop and
agree upon a VLST/FDR Issuer Marketing Plan (the "Marketing  Plan") within sixty
days of the date  hereof.  The  Marketing  Plan will  provide  for,  among other
things, the following activities by FDR and VLST:

                  (a) FDR and VLST will jointly  identify  Issuer  prospects for
         sales calls, develop a project plan to prioritize Issuer prospects, and
         determine  which  sales  calls will be made by VLST alone or jointly by
         FDR and VLST.

                  (b) FDR will,  among other marketing  activities,  *****.  FDR
         acknowledges  that it may incur costs in carrying  out its  obligations
         hereunder and that each party shall bear its own costs.

         PORTIONS OF THIS  EXHIBIT  DENOTED  HEREIN BY ***** HAVE BEEN  OMMITTED
         (BASED UPON A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
         24B-2.

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                  (c) VLST will  provide  ongoing  training  to  designated  FDR
         personnel  regarding  the  ValueStar  program and  services  (including
         product and service updates),  as reasonably  requested by FDR; provide
         appropriate  sales materials as necessary to allow FDR to carry out its
         responsibilities   under  the   Marketing   Plan;   and  ensure  timely
         availability  of  appropriate  VLST  personnel to  participate in sales
         calls and other Issuer meetings or calls scheduled by FDR.

         2.  Cooperation.  Subject to  contractual  confidentiality  and privacy
obligations,  both parties agree to share information about inquiries  regarding
the ValueStar Benefits,  to provide all necessary materials reasonably requested
by the other party in a timely manner,  and to cooperate in the joint  marketing
efforts.  During the term hereof,  neither party shall  disparage the personnel,
products and/or services of the other party.

         3.  VLST  Responsibilities.   (a)  VLST  will  attempt  to  enter  into
agreements with Issuers  substantially in the form set forth in Schedule B. VLST
will notify FDR of any material changes in the standard Issuer contract form set
forth in Schedule B.

                  (b) VLST shall be solely responsible for contract negotiation,
         program  implementation and ongoing  maintenance and support (including
         first line and second line  customer  support)  for  Issuers.  At FDR's
         request,  VLST  will  include  FDR in the  implementation  team  for an
         Issuer. In all cases, VLST will provide FDR with updated implementation
         timelines and project plans for each Issuer implementation.

                  (c)  VLST  understands   that  the  information,   access  and
         assistance  provided by FDR to VLST under this  Agreement is solely for
         the purpose of facilitating  the sale of ValueStar  Benefits to Issuers
         and VLST will not use it for any other purpose.

         4.       Compensation.  *****

         5. Term and  Termination.  (a) The term of this agreement shall be five
years from the date hereof.  Notwithstanding the foregoing,  the Agreement shall
be  automatically  renewed  at the end of this  term for a period  of two  years
unless  either party  notifies the other in writing no later than 120 days prior
to expiration date.

         (b)      The agreement may be terminated:

                  (i)      by either party if the ValueStar/First  Data Merchant
                           Services  Agreement dated September 29, 2000, expires
                           or is terminated for any reason;

                  (ii)     by FDR if VLST  fails  to pay any  amount  due to FDR
                           under this  Agreement  within 30 days  after  written
                           notice to VLST of its failure to pay the amount;

         PORTIONS OF THIS  EXHIBIT  DENOTED  HEREIN BY ***** HAVE BEEN  OMMITTED
         (BASED UPON A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
         24B-2.

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<PAGE>


                  (iii)    by either  party if the other  party is  notified  in
                           writing  of a  material  breach  of  its  obligations
                           hereunder and such breach remains  uncured for thirty
                           (30) days.  "Material  breach"  shall include (but is
                           not limited  to) failure by VLST to perform  services
                           substantially  in  accordance  with Schedule A or any
                           Issuer agreement,  failure by VLST to comply with any
                           Program  Privacy Policy as defined in Schedule B, and
                           failure by either  party to perform  its  obligations
                           under Section 1.

                  (iv)     by  either  party if the  other  party is  dissolved,
                           becomes  insolvent,  generally  fails  to  pay  or is
                           unable generally to pay its debts as they become due;
                           makes a general  assignment to or arrangement with or
                           for the benefit of its  creditors;  or is the subject
                           of a petition in bankruptcy, any action under federal
                           or  state  law  for the  relief  of  debtors,  or the
                           appointment of an administrator, receiver, custodian,
                           or similar official for the wind up of its business.

                  (v)      By VLST *****

         6.  Confidentiality.  (a) In connection  with this  Agreement,  certain
confidential and proprietary information ("Confidential  Information") regarding
each party to this Agreement (such party a "disclosing  party") may be disclosed
to the other party to this  Agreement  (such party a  "recipient"  or  recipient
party") in order to carry out their respective  obligations under the Agreement.
Such  Confidential   Information  includes  any  data  or  information  that  is
competitively  sensitive  material  and  not  generally  known  to  the  public,
including,  but  not  limited  to,  products  planning  information,   marketing
strategies,  plans,  finance,  operations,   customer  relationships,   customer
profiles,  sales  estimates,  business plans, and internal  performance  results
relating to past,  present or future  business  activities of a party;  personal
financial  information  regarding consumer  customers of a party,  including all
information   related  to  or  used  in  connection  with  financial   accounts,
applications  for accounts or marketing of such accounts;  and the terms of this
Agreement.  Except as required by law or expressly  authorized  by prior written
consent of the disclosing party, the recipient party shall:

         (i)      limit access to any Confidential Information received by it to
                  its  employees  and  agents  who  have  a  need  to  know  the
                  information  in  connection  with  evaluation of any potential
                  business   transaction,   and  only  for  use  in   connection
                  therewith;

         (ii)     advise  its   employees   and  agents  having  access  to  the
                  Confidential Information of the proprietary nature thereof and
                  of the obligations set forth in this Agreement;


         PORTIONS OF THIS  EXHIBIT  DENOTED  HEREIN BY ***** HAVE BEEN  OMMITTED
         (BASED UPON A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
         24B-2.

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<PAGE>


         (iii)    take  appropriate  action by instruction or agreement with its
                  employees  and  agents  having  access  to  the   Confidential
                  Information to fulfill its obligations under this Agreement;

         (iv)     safeguard all Confidential  Information received by it using a
                  reasonable  degree of care,  but not less than that  degree of
                  care used by it in safeguarding its own similar information or
                  material;

         (v)      use all  Confidential  Information  received  by it solely for
                  purposes of performing  its  obligations  under this Agreement
                  and for no other purpose whatsoever; and

         (vi)     not disclose any  Confidential  Information  received by it to
                  third parties.

         (b) Upon the request of the disclosing party, the recipient party shall
surrender (or confirm the destruction or nonrecoverable  erasure of computerized
data) all memoranda,  notes, drawings,  manuals, records, and other documents or
materials (and all copies of same,  including  "copies" that have been converted
to computerized media in the form of image, data or word processing files either
manually  or by image  capture)  including  the  Confidential  Information.  The
obligations of confidentiality  and restriction on use in this section shall not
apply to any Confidential Information that:

         (i)      was in the public  domain prior to the date of this  Agreement
                  or  subsequently  came into the public domain through no fault
                  of the recipient; or

         (ii)     was  lawfully  received  by the  recipient  party from a third
                  party  free of any  obligation  of  confidence  to such  third
                  party; or

         (iii)    was already in the lawful possession of the recipient prior to
                  receipt thereof,  directly or indirectly,  from the disclosing
                  party; or

         (iv)     is  subsequently  and  independently  developed by  employees,
                  consultants  or agents of the recipient  without  reference to
                  the Confidential Information disclosed under this Agreement.

         (c) This  Agreement  does not confer any right,  license,  interest  or
title in, to or under the  Confidential  Information to the recipient.  Title to
the  Confidential  Information  shall remain solely in the disclosing  party. If
either party violates this section of the Agreement,  then the other party shall
be entitled,  if it so elects,  to institute  and prosecute  proceedings  in any
court of competent jurisdiction to obtain equitable relief to enforce its rights
hereunder.  VLST and FDR agree  that  money  damages  would not be a  sufficient

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<PAGE>

remedy  for  breach  of  their  respective   obligations   under  this  section.
Accordingly,  each party agrees that in an action for equitable  remedies  under
this  Agreement,  the  disclosing  party  shall  not be  required  to prove  the
inadequacy or insufficiency of monetary damages as a remedy.  Each party further
agrees  to  waive  any  requirement  for a bond  in  connection  with  any  such
injunctive or other equitable relief.

         7. Press  Release.  Neither  party shall make a press  release or other
public statement (including marketing materials) regarding this Agreement or the
parties' relationship without first obtaining the prior written approval of such
release or statement from the other party.  Notwithstanding the foregoing, it is
the parties' intent to issue a mutually agreed-upon press release within 30 days
of the Effective Date in which the parties describe the Program and its launch.

         8.  Indemnification.  Each party shall  indemnify and hold harmless the
other and its directors,  officers,  employees,  agents and affiliates  from and
against  any and  all  third  party  claims,  liabilities,  losses  and  damages
(including  reasonable attorney fees, expert witness fees, expenses and costs of
settlement) arising out of or with respect to this Agreement, to the extent that
the claim,  liability,  loss or damage is caused by, relates to or arises out of
(a) the breach by the  indemnifying  party of any of its  duties or  obligations
under this Agreement; (b) the breach by VLST of any of its duties or obligations
under  agreements with Issuers;  or (c) the negligence or willful  misconduct of
the  indemnifying  party in connection with the activities  contemplated by this
agreement or by VLST in connection with its agreements with Issuers.

         9. Insurance. VLST shall maintain insurance coverage of the type and in
the  amounts  reasonably  satisfactory  to  FDR.  Prior  to  execution  of  this
Agreement,  VLST will  provide  FDR proof of  current  insurance  coverages  and
amounts,  and will notify FDR of any material changes  subsequently made in such
coverages and amounts.

         10. 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.  This  Agreement  (a) is
deemed to have been made in Oakland, California and (b) shall be construed under
California law.

         11.  Audit  Rights.  FDR will have the right (at its own expense and at
reasonable times with reasonable  notice), no more than twice per calendar year,
to audit VLST, and VLST shall provide full  cooperation in connection  with such
audits and will provide such access to such properties, records and personnel as
FDR may reasonably  require for such purpose.  In the event an audit discovers a
significant discrepancy (meaning greater than 5% adverse to FDR), VLST shall pay
the reasonable expenses of the audit.

         12.  Relationship.  The parties will perform all services  hereunder as
independent contractors.  Nothing contained in this Agreement shall be deemed to
create any association, partnership, joint venture, or relationship of principal
and agent or master and servant between the parties.  Neither this Agreement nor
any provisions  set forth herein is intended to, or shall,  create any rights in
or confer any benefits upon any person other than the parties hereto.

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<PAGE>

         13.  Severability.  This Agreement shall be deemed to be severable and,
if any provision is determined to be void or unenforceable,  then that provision
will be deemed severed and the remainder of the Agreement will remain in effect.

         14.  Expenses.  Each  party  shall  bear  its own  costs  and  expenses
(including  all legal,  accounting,  investment  banking  and other  costs) with
respect to this transaction.

         15. Notices. All notices,  requests and other communications  hereunder
shall be in  writing  and shall be deemed  delivered  at the time of  receipt if
delivered  by hand or, if mailed,  three (3) days after  mailing  registered  or
certified mail, return receipt requested, with postage prepaid, to the President
of the receiving  party at the address for the receiving  party set forth in the
introductory  paragraph  hereto, if such has been changed by notice to the other
given as provided  above,  then to the last address so designated.  Facsimile or
email shall not be notice acceptable under this section.

Agreed and Accepted by:

First Data  Resources Inc.                           ValueStar, Inc.

/s/ Jeff Price                                       /s/ Jim Stein
------------------------------------                 --------------
Signed:                                              Signed:

Jeff Price                                           Jim Stein
------------------------------------                 ---------------
Name:                                                Name:

Senior Vice President                                CEO
------------------------------------                 ---------------
Title:                                               Title:

11/1/00                                              11/1/00
---------------------------                          ---------------
Date                                                 Date:


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<PAGE>


                                   Schedule A

                           ValueStar Benefits Program

                             Description of Services

ValueStar is America's leading rating  organization of local service  companies.
It maintains a database of local service  businesses in the United  States.  Its
information  includes the results of ValueStar's ratings and research on company
license history and status,  insurance coverage,  credit history, legal history,
complaint history and customer satisfaction.

ValueStar has created a cardholder  benefits program titled ValueStar  Benefits.
Though the specific  benefits offered within the ValueStar  Benefits are subject
to change,  the  current  benefits  contain  three major  elements.  Cardholders
receive  these three  benefits  by using the card of an issuing  bank with which
ValueStar  has  agreed to honor,  and  charging  to that  card the  services  of
ValueStar  Authorized  merchants who have earned a positive  rating by ValueStar
and  signed  an  agreement  to abide by  ValueStar's  Customer  Bill of  Rights,
complaint  resolution  process and other terms.  Cardholders  are notified after
each transaction with ValueStar Authorized companies that they will activate the
ValueStar  mediation  services,  the  ValueStar  money-back  guarantee  and earn
ValueStar Rating Points by responding to a short customer  satisfaction  survey.
Those  Cardholders that respond to this survey are deemed Eligible for ValueStar
Benefits.

The three elements of ValueStar Benefits are as follows:

         1) ValueStar is the guarantor of a money-back  satisfaction  program on
the services of the merchant up to a limit of $500.00.

         Eligible  Cardholders may contact  ValueStar to realize the benefits of
this program anytime within 6 months of the transaction date. The Cardholder may
make  their  request  via  toll  free  phone  number,  fax,  email,  mail or web
applications.  ValueStar  will  acknowledge  its receipt of the request within 1
business day.  ValueStar will then contact the merchant and attempt to mediate a
service-based  solution that the Cardholder finds  acceptable.  ValueStar has 10
business days to mediate a solution that is satisfactory  to the Cardholder.  If
there is no solution that the Cardholder  finds  acceptable,  then (and provided
that the  Cardholder has not delayed in responding to  ValueStar's  efforts,  in
which case,  each day delay is added to the time  allotment  for  resolution)  a
guarantee payment from ValueStar to the Cardholder is authorized.  The guarantee
check is mailed to the  Cardholder  within 5 business  days of the date that the
guarantee is authorized.


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<PAGE>



         2)       ValueStar-funded reward points (ValueStar Rating Points)

         Eligible Cardholders earn reward points, which are funded by ValueStar.
ValueStar  is prepared  to operate the  ValueStar  Rating  Point  program in its
entirety (awards, redemption, statements, customer care) through its partnership
with  Netcentives,  which has several  existing  redemption  channels  including
airlines,  charities  and  select  retailers.  Issuers  may also  choose to have
rewards credited to an existing Issuer promotion or reward system.

         3) The ability for  Cardholders to rate their  satisfaction  with these
ValueStar  Authorized companies and thus gain greater clout, while providing the
merchant with more motivation to deliver quality service to that Cardholder.

         ValueStar is a leader in customer  satisfaction  research. It continues
to conduct its phone  surveys of customer  satisfaction  with service  companies
throughout the US. In addition,  it may also utilize direct mail, email, and web
applications  to collect this data.  The data are used to arrive at an aggregate
satisfaction  score for each merchant and only those with an aggregate  score of
85 or higher out of 100 are allowed to earn the ValueStar Top-Rated symbol.

         ValueStar Authorized companies agree to pay *****



         PORTIONS OF THIS  EXHIBIT  DENOTED  HEREIN BY ***** HAVE BEEN  OMMITTED
         (BASED UPON A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
         24B-2.


                                       8
<PAGE>

                                   Schedule B

                        ValueStar Sample Issuer Agreement

*****



         PORTIONS OF THIS  EXHIBIT  DENOTED  HEREIN BY ***** HAVE BEEN  OMMITTED
         (BASED UPON A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
         24B-2.