EXHIBIT 4.6

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 OR REGULATION S OF SUCH ACT.


                             STOCK PURCHASE WARRANT

                 RIGHT TO PURCHASE 25,000 SHARES OF COMMON STOCK

THIS  CERTIFIES  THAT  ____________  ("Holder")  is entitled to purchase,  on or
before  September 30, 2002,  TWENTY FIVE THOUSAND  (25,000) 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, 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;

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.



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(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  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 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 Shares to place,  a stop  transfer  notation in the
securities records in respect of the Shares.

4. Registration Rights.

Holder shall have the right,  at any time and from time to time until  September
30,  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



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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
27th day of October, 1997.


VALUESTAR CORPORATION

/s/JAMES STEIN
James Stein, President and CEO

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