EXHIBIT 4.32

                                                                  Warrant 585-XX

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED  (THE  "ACT"),  OR UNDER ANY STATE  SECURITIES  LAWS,  AND MAY NOT BE
OFFERED,  SOLD,  TRANSFERRED,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR AN OPINION
OF COUNSEL  SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION
IS AVAILABLE.

THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  ARE  SUBJECT  TO  CERTAIN
RESTRICTIONS  ON  TRANSFER  SET  FORTH  HEREIN  AND IN THAT  CERTAIN  SECURITIES
PURCHASE AGREEMENT THEREFOR BETWEEN THE COMPANY AND THE ORIGINAL HOLDER HEREOF.


                              VALUESTAR CORPORATION

                             STOCK PURCHASE WARRANT

         THIS  CERTIFIES  THAT, for value  received,  VALUESTAR  CORPORATION,  a
Colorado corporation (the "Company"),  hereby grants to ____________  ("Holder")
the right to purchase from the Company up to _________________ (_____) shares of
the Common Stock of the Company (the "Warrant Shares"), subject to the following
terms and conditions:

         1. Series.  This Warrant is one of a duly authorized series of warrants
of the Company  (which are  identical  except for the  variations  necessary  to
express the identification numbers, names of the holder, number of common shares
issuable upon exercise  thereof and warrant issue dates)  designated as its "585
Warrants."

         2. Term.  This Warrant may be exercised in whole at any time during the
period  from the date of issuance of this  Warrant  until 5:00 p.m.,  California
time, on March 24, 2003 (the "Exercise Period").

         3.  Purchase   Price.   The  purchase  price  for  each  Warrant  Share
purchasable  hereunder  shall be Five and 85/100  United  States  Dollars  (U.S.
$5.85) (the "Warrant Exercise Price").

         4. Exercise of Warrant. The purchase rights represented by this Warrant
may be exercised by the Holder,  in whole or in part,  at any time and from time
to time before the end of the  Exercise  Period by  surrender of this Warrant at
the principal office of the Company in Oakland, California (or such other office
or agency of the Company as may be designated by notice in writing to the Holder
at the address of the Holder  appearing on the books of the  Company),  together
with the Notice of Exercise annexed hereto duly completed and executed on behalf
of the Holder  accompanied  by  payment  in full of the amount of the  aggregate
Warrant  Exercise Price. The Warrant Exercise Price shall be made, at the option
of the Holder,  (i) in immediately  available  funds in United States Dollars or
(ii) if the primary  market for the Warrant  Shares  during the ten (10) Trading
Days (as defined in Section 6 below) immediately  preceding the date of exercise
is the National  Association of Securities Dealers Automated  Quotation System -
National Market System or a national  securities  exchange  registered under the
Exchange Act of 1934, as

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amended,  cancellation of Warrant Shares,  valued at the average "Closing Price"
(as defined in Section 6 below) of the  Company's  Common Stock for the ten (10)
consecutive   Trading  Days   immediately   preceding   the  date  of  exercise.
Certificates  for shares  purchased  hereunder  shall be delivered to the Holder
within thirty (30) business days after the date on which this Warrant shall have
been exercised as aforesaid, but Holder shall be deemed the record owner of such
Warrant  Shares as of and from the close of  business  on the date on which this
Warrant shall be surrendered.

         5. Fractional Interest.  The Company shall not be required to issue any
fractional shares on the exercise of this Warrant.

         6. Redemption of Warrants.  The Company may elect, by written notice as
provided herein (the "Company Notice"), to redeem, pro rata among all holders of
585 Warrants,  all outstanding 585 Warrants including this Warrant,  in whole or
in part, on a date (the "Redemption  Date") fixed by the Company and which shall
be a Trading Day (as defined below) during which a registration  statement under
the Securities Act of 1933, as amended, covering the Warrant Shares is effective
at a price of $.01 per Warrant Share then exercisable under such outstanding 585
Warrants (the "Redemption  Price") at such time as the average Closing Price (as
defined  below)  of the  Company's  Common  Stock  for the ten (10)  consecutive
Trading Days (as defined  below)  immediately  preceding the date of the Company
Notice equals or exceeds  Fifteen Dollars  ($15.00),  (adjusted for stock splits
and combinations);  provided, however, that this Warrant may be exercised at any
time  prior to 5:00 p.m.,  California  time,  on the  business  day  immediately
preceding the Redemption  Date.  Thereafter,  all rights to acquire such Warrant
Shares shall terminate.

         For purposes  hereof,  (i) the term "Trading Day" shall mean any day on
which  securities  are traded on the  applicable  securities  exchange or in the
applicable  securities market; and (ii) the term "Closing Price" in respect of a
Trading Day shall mean the reported closing bid prices on the principal national
securities  exchange  on which  the  Common  Stock of the  Company  is listed or
admitted to trading  or, if not listed or  admitted  to trading on any  national
securities exchange, on the National Association of Securities Dealers Automated
Quotation System - National Market System.

         7. Warrant Confers No Rights of Shareholder.  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.

         8.  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  under  any
applicable  state  securities  laws.  Holder  acknowledges by acceptance of this
Warrant that (a) it has acquired this Warrant for investment and not with a view
toward distribution; (b) it has a pre-existing personal or business relationship
with the Company,  or its  executive  officers,  or by reason of its business or
financial  experience  it has the  capacity  to  protect  its own  interests  in
connection with the transaction; and (c) except as so notified to the Company in
writing,  it is an  accredited  investor as that term is defined in Regulation D
promulgated  under the  Securities  Act.  Holder agrees that any Warrant  Shares
issuable upon exercise of this Warrant will be acquired for  investment  and not
with a view  toward  distribution;  and  acknowledges  that to the  extent  such
Warrant  Shares will not be registered  under the  Securities Act and applicable
state securities laws, 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 Company, an exemption from such registration and
qualification  is  available.  Holder,  by  acceptance  hereof,  consents to the
placement of the following  restrictive  legends,  or similar  legends,  on each
certificate  to be  issued  to  Holder by the  Company  in  connection  with the
issuance of such Warrant Shares:

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         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
         REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR QUALIFIED
         UNDER  ANY  STATE  SECURITIES  LAW,  AND MAY NOT BE SOLD,  TRANSFERRED,
         ASSIGNED OR  HYPOTHECATED  UNLESS  THERE IS AN  EFFECTIVE  REGISTRATION
         STATEMENT  UNDER  SUCH ACT  COVERING  SUCH  SECURITIES,  OR THE  HOLDER
         RECEIVES  AN  OPINION  OF  COUNSEL  FOR THE  HOLDER  OF THE  SECURITIES
         SATISFACTORY  TO  THE  COMPANY   STATING  THAT  SUCH  SALE,   TRANSFER,
         ASSIGNMENT  OR  HYPOTHECATION  IS  EXEMPT  FROM  THE  REGISTRATION  AND
         PROSPECTUS  DELIVERY  REQUIREMENTS  OF SUCH  ACT AND THE  QUALIFICATION
         REQUIREMENTS UNDER STATE LAW."

         "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
         RESTRICTIONS ON TRANSFER SET FORTH IN THAT CERTAIN SECURITIES  PURCHASE
         AGREEMENT  THEREFOR  BETWEEN THE  CORPORATION  AND THE ORIGINAL  HOLDER
         HEREOF."

         9.  Reservation  of Shares.  The Company agrees at all times during the
Exercise  Period to have authorized and reserved,  for the exclusive  purpose of
issuance and delivery  upon  exercise of this  Warrant,  a sufficient  number of
shares of its Common Stock to provide for the exercise of the rights represented
hereby.

         10. Adjustment for  Re-Classification  of Capital Stock. If the Company
at any time during the Exercise  Period shall,  by  subdivision,  combination or
re-classification of securities,  change any of the securities to which purchase
rights under this Warrant exist under the same or different number of securities
of any class or classes,  this Warrant  shall  thereafter  entitle the Holder to
acquire  such  number and kind of  securities  as would have been  issuable as a
result of such change with respect to the Warrant  Shares  immediately  prior to
such subdivision,  combination or re-classification.  If shares of the Company's
common stock are subdivided into a greater number of shares of common stock, the
purchase  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 Company's common stock are combined
into a smaller number of common stock shares, the price shall be proportionately
increased, and the Warrant Shares shall be proportionately decreased.

         11. 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 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 30 days before and one hundred eighty (180) days after the
effective date of the registration;  provided,  however, that Jim Stein and each
person that is an officer, director, or beneficial owner of five percent (5%) or
more of the  outstanding  shares of any class of  capital  stock of the  Company
enters into such an  agreement.  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.

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         12. 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 Company 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 8 of this Warrant.  Promptly upon  receiving such
written  notice  and  reasonably  satisfactory  opinion,  if so  requested,  the
Company,  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 Company.  If a  determination  has been made  pursuant to this
Section  12 that  the  opinion  of  counsel  for the  Holder  is not  reasonably
satisfactory  to the Company,  the Company  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 8. The Company may impose
stop-transfer instructions in connection with such restrictions.  Subject to any
restrictions on transfer described  elsewhere herein, the rights and obligations
of the Company and the Holder of this Warrant  shall be binding upon and benefit
the successors,  assigns,  heirs,  administrators and transferees of the parties
hereto.

         13.  Notice.  Any  notice,   demand,  consent  or  other  communication
hereunder  shall be in writing  addressed  to the other  party at its  principal
office or, in respect  of  Holder,  as its  address as shown on the books of the
Company, or to such other address as such party shall have theretofore furnished
by like notice,  and either served  personally,  sent by express,  registered or
certified first class mail, postage prepaid, sent by facsimile transmission,  or
delivered by reputable commercial courier. Such notice shall be deemed given (i)
when so  personally  delivered,  or (ii) if mailed as  aforesaid,  five (5) days
after  the  same  shall  have  been  posted,  or  (iii)  if  sent  by  facsimile
transmission, as soon as sender receives written or telephonic confirmation that
the message has been  received  and such  facsimile  is followed the same day by
mailing by prepaid first class mail, or (iv) if delivered by commercial courier,
upon receipt.

         14.  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.

         15.  Attorneys' Fees. If any action at law or in equity is necessary to
enforce or interpret the terms of this Warrant,  the  prevailing  party shall be
entitled to reasonable  attorneys' fees, costs and  disbursements in addition to
any other relief to which such party may be entitled.

         16. Descriptive Headings. The headings used herein are descriptive only
and for the convenience of identifying provisions,  and are not determinative of
the meaning or effect of any such provisions.

         IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed
by its duly authorized officer this 24th day of March, 2000.


                                                  VALUESTAR CORPORATION

                                                  /s/ JAMES I. STEIN
                                                  James Stein, President and CEO

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                               NOTICE OF EXERCISE
                          COMMON STOCK PURCHASE WARRANT

To:      VALUESTAR CORPORATION

         (1) The  undersigned  hereby elects to purchase ______ shares of Common
Stock of ValueStar  Corporation,  pursuant to the terms of the attached Warrant,
and tenders herewith payment in full of the purchase price for such shares.

         (2) In exercising  this Warrant,  the  undersigned  hereby confirms and
acknowledges  that the shares of Common Stock are being acquired  solely for the
account  of the  undersigned  and not as a  nominee  for any  other  party,  for
investment,  and that the undersigned will not offer,  sell or otherwise dispose
of any such shares of Common  Stock  except  under  circumstances  that will not
result in a violation of the  Securities  Act of 1933, as amended,  or any state
securities laws.

         (3) Please issue a certificate representing said shares of Common Stock
in the name of the undersigned.

         (4)  Please  issue a new  Warrant  for the  unexercised  portion of the
attached Warrant in the name of the undersigned.


         Date: _________________, 2000

                                                              (Name)


                                                              (Signature)


                                                              (Print Address)

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