EXHIBIT 4.29.1


                                  FIRST AMENDED
                              VALUESTAR CORPORATION
                           INVESTORS RIGHTS AGREEMENT

         THIS FIRST AMENDED  INVESTORS  RIGHTS  AGREEMENT (this  "Amendment") is
dated  effective as of March 24, 2000,  by and among  VALUESTAR  CORPORATION,  a
Colorado   corporation  (the  "Company"),   SEACOAST  CAPITAL  PARTNERS  LIMITED
PARTNERSHIP,  a Delaware Limited  Partnership  ("Seacoast"),  PACIFIC  MEZZANINE
FUND, L.P. a California limited  partnership  ("Pacific"),  TANGENT GROWTH FUND,
L.P., a California limited  partnership  ("Tangent"),  eCOMPANIES VENTURE GROUP,
L.P., a Delaware  limited  partnership  ("eCompanies")  and TMCT VENTURES,  L.P.
("TMCT") (each a "holder" and, collectively,  the "holders") and the entities or
individuals set forth on Schedule 1 attached hereto and  incorporated  herein by
reference  as may be amended  from time to time (the  "Securities  Holders")  to
reflect  all  parties  who  comprise  holders  of the  "Securities"  held by all
"Purchasers"  under  that  certain  Securities   Purchase  Agreement  dated  for
reference  purposes  only  on  even  date  herewith  (the  "Securities  Purchase
Agreement").


                                    RECITALS

         A. On December 8, 1999,  Seacoast,  Pacific  and  Tangent,  among other
parties thereto,  entered into an Investors Rights Agreement with the Company as
amended on January 4, 2000,  with the  addition of TMCT as a party  thereto (the
"Rights  Agreement"),  whereby such agreement granted certain  preemptive rights
and registration rights to the Holders.

         B. In  consideration  of the  Company's  sale of certain  securities in
accordance with the terms and provisions set forth under the Securities Purchase
Agreement dated on even date herewith (the  "Securities")  the Holders desire to
amend  the  Rights  Agreement  in  accordance  with the  terms set forth in this
Amendment.  All  Capitalized  terms not defined  herein  shall have the meanings
established in the Rights Agreement or identified in the Rights Agreement.


                                    AGREEMENT

         NOW, THEREFORE,  in consideration of the mutual agreements,  covenants,
representations and warranties  contained in this Amendment,  the parties hereto
hereby agree as follows:

         1. Registration Rights.

                  a. Incidental Registration. Solely for purposes of Section 2.b
of the Rights Agreement (piggyback  registration rights) and any other provision
under Section 2 of the Rights Agreement  applicable  thereto,  including but not
limited to Sections 2.e, 2.m and 2.n (but specifically  excluding  Sections 2.a,
2.c, and 2.k), the Holders hereby agree and give their consent



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as required  under Section 2.k of the Rights  Agreement  that the  definition of
Registrable  Securities  for purposes of Section 2.b shall include the "Shares,"
"Warrants"  and "Warrant  Shares" as such terms are defined under the Securities
Purchase  Agreement  and the  definition of "holder" for purposes of Section 2.b
shall  include  the  Securities  Holders.  Notwithstanding  the  foregoing,  the
Securities Holders shall be entitled to notice under Sections 2.a and 2.c and to
participate  in such  registrations  as if they were the Holders of  Registrable
Securities thereunder with respect to their Shares, Warrants and Warrant Shares.
In no event will a  Securities  Holder be required to exercise his Warrants as a
condition to the registration of such Warrant or Warrant Shares thereunder.

                  b.  Termination/Rule  144  Availability.  Notwithstanding  the
foregoing,  the Company will not be obligated to register any of the  Securities
Holders'  Registrable  Securities  (i) if  counsel  reasonably  acceptable  to a
majority in interest  of the  Holders  renders an opinion in form and  substance
satisfactory to such Holders to the effect that such Registrable  Securities are
freely  saleable  without  limitation  as to  volume  under  Rule 144  under the
Securities Act of 1933, as amended or (ii) after the fifth  anniversary  date of
the  earlier  to  occur  of a  "Qualified  Liquidity  Milestone"  or  "Qualified
Liquidation Event."

                  c. Holdback  Agreements.  In connection with any  underwritten
public offering,  each Securities Holder of Registrable Securities agrees, if so
required  by the  managing  underwriter,  not  to  effect  any  public  sale  or
distribution of Registrable  Securities (other than as part of such underwritten
public  offering)  during  the  period  beginning  seven  (7) days  prior to the
effective  date of such  registration  statement  and ending on the one  hundred
eightieth (180th) day after the effective date of such  registration  statement;
provided,  however,  that (i) 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  enters into such an  agreement,  and (ii)
each Holder and  Securities  Holder  shall be  proportionately  cutback  only in
accordance with the provisions of Section 2.b of the Rights Agreement.

         2. Waiver of Preemptive  Rights.  Each of the Holders hereby waives its
preemptive  rights set forth in Section 3 of the Rights Agreement  applicable to
any of the securities sold or to be sold under the Purchase Agreement.

         3. Miscellaneous.

                  a.   Headings.   The  headings  in  this   Amendment  are  for
convenience  and  reference  only  and are not  part  of the  substance  of this
Amendment.


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                  b. Severability. The parties to this Amendment expressly agree
that it is not their intention to violate any public policy, statutory or common
law rules, regulations,  or decisions of any governmental or regulatory body. If
any provision of this Amendment is judicially or administratively interpreted or
construed  as being  in  violation  of any such  policy,  rule,  regulation,  or
decision, the provision, section, sentence, word, clause, or combination thereof
causing such violation  will be  inoperative  (and in lieu thereof there will be
inserted such provision,  sentence,  word, clause, or combination thereof as may
be valid and consistent with the intent of the parties under this Amendment) and
the  remainder  of this  Amendment,  as amended,  will remain  binding  upon the
parties  to  this  Amendment,  unless  the  inoperative  provision  would  cause
enforcement  of the  remainder  of this  Amendment to be  inequitable  under the
circumstances.

                  c.  Notices.  Whenever it is provided  herein that any notice,
demand, request, consent, approval, declaration, or other communication be given
to or served upon any of the parties by another, such notice,  demand,  request,
consent,  approval,  declaration,  or other communication will be in writing and
will be deemed to have been validly  served,  given, or delivered (and "the date
of such  notice"  or words of similar  effect  will mean the date) five (5) days
after  deposit  in the United  States  mails,  certified  mail,  return  receipt
requested,  with proper postage  prepaid,  or upon receipt  thereof  (whether by
non-certified  mail,  telecopy,   telegram,  express  delivery,  or  otherwise),
whichever is earlier,  and addressed to the party to be notified as follows:


            If to the Company, at           ValueStar Corporation
                                            360 22nd Street, Suite 210
                                            Oakland, CA  94612
                                            FAX: (510) 808-1400
                                            Attention: Jim Stein

         with courtesy copies to:           Bay Venture Counsel, LLP
                                            1999 Harrison Street, Suite 1300
                                            Oakland, California  94612
                                            Attention: Donald C. Reinke, Esq.
                                            Fax:  (510) 834-7440
         If to any
         Securities Holder:                 As set  forth on  Schedule  1 to the
                                            Securities Purchase Agreement.

           or to such other  address as each party may  designate  for itself by
like notice.  Notice to any other Holder will be delivered as set forth above to
the address shown on the stock  transfer books of the Company unless such Holder
has advised the Company in writing of a different



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address to which notices are to be sent under this  Amendment.  Failure or delay
in  delivering  the courtesy  copies of any notice,  demand,  request,  consent,
approval, declaration, or other communication to the persons designated above to
receive  copies  of the  actual  notice  will  in no way  adversely  affect  the
effectiveness of such notice, demand, request, consent,  approval,  declaration,
or  other  communication.   No  notice,  demand,  request,  consent,   approval,
declaration,  or  other  communication  will be  deemed  to have  been  given or
received unless and until it sets forth all items of information  required to be
set forth therein pursuant to the terms of this Amendment.

                  d. Successors/Amendments.  This Amendment will be binding upon
and inure to the  benefit of the  parties and their  respective  successors  and
permitted assigns. Except as otherwise expressly provided herein, the provisions
of this  Amendment  may be amended and the  Company  may take any action  herein
prohibited,  or omit to perform any act herein  required to be  performed by it,
only if it has  obtained  the  written  consent  of  Holders  holding  at  least
sixty-six  and  two-thirds  percent  (66-2/3%)  or more of the then  outstanding
Registrable  Securities;  provided,  however, that any amendment or action which
would adversely  affect only one class of Holders shall also require the written
consent  of the  Holders  holding  at least  sixty-six  and  two-thirds  percent
(66-2/3%) or more of the then outstanding  Registrable Securities of such class.
Notwithstanding  the foregoing,  this Section 3.d. shall not be amended  without
the consent of all Holders.

                  e. Remedies.  The failure of any party to enforce any right or
remedy under this  agreement,  or to enforce any such right or remedy  promptly,
will not constitute a waiver thereof, nor give rise to any estoppel against such
party, nor excuse any other party from its obligations under this Amendment. Any
waiver of any such right or remedy by any party must be in writing and signed by
the party against which such waiver is sought to be enforced.

                  f. Counterparts.  This Amendment may be executed in any number
of  counterparts,  which  will  individually  and  collectively  constitute  one
agreement.

                  g. Choice of Law. THIS AMENDMENT HAS BEEN EXECUTED, DELIVERED,
AND ACCEPTED BY THE PARTIES AND WILL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF
CALIFORNIA AND WILL BE INTERPRETED  AND THE RIGHTS OF THE PARTIES  DETERMINED IN
ACCORDANCE  WITH  THE  LAWS OF THE  UNITED  STATES  APPLICABLE  THERETO  AND THE
INTERNAL  LAWS OF THE STATE OF CALIFORNIA



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APPLICABLE TO AN AGREEMENT  EXECUTED,  DELIVERED AND PERFORMED  THEREIN  WITHOUT
GIVING EFFECT TO THE  CHOICE-OF-LAW  RULES THEREOF OR ANY OTHER  PRINCIPLE  THAT
COULD REQUIRE THE APPLICATION OF THE SUBSTANTIVE LAW OF ANY OTHER JURISDICTION.


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Corporation   Investors  Rights  Agreement  Signature  Pages  to  First  Amended
ValueStar

         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
Amendment as of the date first above written.


                                    COMPANY:
                                    VALUESTAR CORPORATION

                                    By:   /s/ JAMES STEIN
                                    Name: James I. Stein
                                    Its:  President and Chief Executive Officer


                                    eCOMPANIES VENTURE GROUP, L.P.

                                    By:
                                    Name: Steven Ledger
                                    Its:  Managing General Partner


                                    SEACOAST CAPITAL PARTNERS LIMITED
                                    PARTNERSHIP

                                    By:   Seacoast Advisors, LLC,
                                          A Delaware limited liability company

                                    By:   /s/ JEFFREY J. HOLLAND
                                    Name: Jeffrey J. Holland
                                    Its:  Member & Manager


                                    PACIFIC MEZZANINE FUND, L.P.

                                    By:   Pacific Private Capital
                                          its general partner

                                    By:   /s/ ANDREW B. DUMKE
                                    Name: Andrew B. Dumke
                                    Its:  General Partner


                                    TANGENT GROWTH FUND, L.P.

                                    By:   Tangent Fund Management, LLC
                                          its general partner

                                    By:   /s/ MARK P. GILLES
                                    Name: Mark P. Gilles
                                    Its:  Vice President



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Corporation   Investors  Rights  Agreement  Signature  Pages  to  First  Amended
ValueStar

                                    TMCT VENTURES, L.P.
                                    Under management by Rustic Canyon Partners,
                                    LLC

                                    By:    /s/ MICHAEL SONG
                                    Name:  Michael Song
                                    Title: Partner, TMCT Ventures


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                                   Schedule 1

     (Individual Pages Differ as to Holder's Name and Personal Information)


                                             SECURITIES HOLDERS


                                             -----------------------------------
                                                       Name of Holder


                                              ----------------------------------
                                                      Authorized Signature


                                             -----------------------------------
                                              Print Name and Title of Signatory