EXHIBIT 4.9
                                                                      NOTE #97A-

THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE UNITED  STATES  SECURITIES  ACT OF
1933,  AS AMENDED  (THE "ACT"),  OR UNDER ANY STATE  SECURITIES  LAWS,  AND IS A
"RESTRICTED  SECURITY"  AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT.  THIS
NOTE 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.

THIS NOTE IS SUBJECT  TO  CERTAIN  RESTRICTIONS  ON  TRANSFER  SET FORTH IN THAT
CERTAIN  SUBSCRIPTION  AGREEMENT  THEREFOR  BETWEEN THE COMPANY AND THE ORIGINAL
HOLDER HEREOF.

                          (ALL AMOUNTS IN U.S. DOLLARS)

                              VALUESTAR CORPORATION

                        12% SUBORDINATED PROMISSORY NOTE

                                Due June 30, 2000

Note Date: _________________                                US$_____________. 00
Alameda, California

         FOR VALUE RECEIVED,  ValueStar  Corporation,  the undersigned  Colorado
corporation  (together with all successors,  the "Company"),  hereby promises to
pay to the order of

         Payee:            _______________________________
                           or his, her or its successors or assigns
                           (collectively, "Noteholder") at

         Address:


or at such other address or addresses as Noteholder may  subsequently  designate
in writing to the Company,  the  principal  sum of  ________________  and NO/100
Dollars  ($______________.00),  due and payable in one  installment  on June 30,
2000  ("Maturity  Date"),  plus  simple  interest  thereon at the rate of twelve
percent  (12.00%) per annum,  in lawful  monies of the United States of America.
Interest  shall  accrue  and be payable  monthly on the last day of each  month,
commencing  on the last day of the first full month  following  the  issuance of
this Note,  until this Note is paid in full  ("Interest  Date").  If an Interest
Date or the Maturity Date should fall on a weekend or national holiday,  payment
shall  be  due  on  the  following  business  day.  This  Note  is one of a duly
authorized  issue of Notes of the  Company  designated  as its 12%  Subordinated
Promissory  Notes (herein  called the "Notes"),  limited in aggregate  principal
amount to $1,000,000.

         1. Any payment  shall be deemed  timely made if received by  Noteholder
within  fifteen (15) calendar days of the due date.  Payments  received shall be
imputed  first to late or penalty  charges,  if any,  then due, next to interest
payments then due, and next to the remaining unpaid principal balance.

         An  "Event of  Default"  occurs  if (a) the  Company  does not make the
payment of  interest  or  principal  of this Note when the same  becomes due and
payable and such default  shall  continue for a period of fifteen (15)  calendar
days,  (b) the Company fails to comply with any of its other  agreements in this
Note that do not otherwise have separate remedies or provisions and such failure
continues for the period and after the notice  specified  below, (c) pursuant to
or within the  meaning  of any  Bankruptcy  Law (as  hereinafter  defined),  the
Company:  (i) commences a voluntary case; (ii) consents to the entry of an order
for relief against it in an involuntary  case; (iii) consents to the appointment
of a Custodian (as hereinafter defined) of it or for all or substantially all of
its property or (iv) makes a general assignment for the benefit of its 

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creditors  or (v) a court of  competent  jurisdiction  enters an order or decree
under any  Bankruptcy  Law that:  (A) is for relief  against  the  Company in an
involuntary  case;  (B)  appoints  a  Custodian  of the  Company  or for  all or
substantially  all of its property or (C) orders the liquidation of the Company,
and any order or decree  remains  unstayed  and in effect  for a period of sixty
(60) days.  As used  herein,  the term  "Bankruptcy  Law" means  Title 11 of the
United  States  Code or any  similar  federal  or state  law for the  relief  of
debtors. The term "Custodian" means any receiver, trustee, assignee,  liquidator
or similar official under any Bankruptcy Law.

         A default  above is not an Event of  Default  until the  holders  of at
least 25% in aggregate principal amount of the Notes then outstanding notify the
Company of such default and the Company does not cure it within ninety (90) days
after receipt of such notice, which must specify the default,  demand that it be
remedied  and state  that it is a "Notice  of  Default."  If an Event of Default
occurs and is continuing,  the Noteholder  hereof by notice to the Company,  may
declare the principal of and accrued interest on this Note to be due and payable
immediately;  provided,  however,  that the holders of at least 51% in aggregate
principal  amount  of the  Notes  then  outstanding,  by  written  notice to the
Company, may rescind and annual such declaration and its consequences.

         2. The  Company may prepay this Note at any time and from time to time,
in whole or in part,  without  any  penalty or  premium  and  without  the prior
written  agreement of  Noteholder.  Any prepayment of this Note shall be applied
first against any accrued interest and then against  principal.  Upon payment in
full of the principal amount of this Note and interest  thereon,  the Noteholder
shall surrender this Note for cancellation.

         3. "Senior  Indebtedness"  means the principal of and premium,  if any,
and  interest  on  indebtedness  of  the  Company  or  any  subsidiary,  whether
outstanding on the date of issuance of this Note or thereafter created, incurred
or assumed for money  borrowed from (a) banks,  insurance  companies,  financial
institutions or other persons which regularly  engage in the business of lending
money,  unless the  instrument  creating such  indebtedness  shall  specifically
designate  such  indebtedness  as not being  senior in right of  payment  to the
Notes, or (b) such other persons as to which indebtedness the Board of Directors
of the Company shall designate as senior in right of payment to the Notes.

         The Company agrees, and each Noteholder,  by acceptance hereof likewise
agrees,  expressly  for the benefit of the present and future  holders of Senior
Indebtedness,  that, except as otherwise  provided herein,  upon (i) an event of
default under any Senior  Indebtedness,  or (ii) any dissolution,  winding up or
liquidation  of  the  Company,  whether  or  not in  bankruptcy,  insolvency  or
receivership proceeding, the Company shall not pay, and the Noteholder shall not
be entitled to receive,  any amount in respect of the  principal and interest of
this Note  unless  and until the  Senior  Indebtedness  shall  have been paid or
otherwise   discharged.   Upon  (A)  an  event  of  default   under  any  Senior
Indebtedness, or (B) any dissolution,  winding up or liquidation of the Company,
any payment or distribution of assets of the Company, which the Noteholder would
be  entitled  to receive  but for the  provisions  hereof,  shall be paid by the
Custodian  directly to the holders of Senior  Indebtedness  ratably according to
the  aggregate  amounts  remaining  unpaid on Senior  Indebtedness  after giving
effect to any concurrent  payment or  distribution  to the holders of any Senior
Indebtedness.  Subject to the  payment in full of the  Senior  Indebtedness  and
until  this Note is paid in full,  the  Noteholder  shall be  subrogated  to the
rights of the holders of the Senior  Indebtedness  (to the extent of payments or
distributions  previously  made to the holders of Senior  Indebtedness  pursuant
hereto) to receive payments or distributions of assets of the Company applicable
to the Senior Indebtedness.

         In the event that any Event of Default shall occur and as a result this
Note is  declared  due and  payable,  and such  declaration  shall not have been
rescinded or annulled,  the Company shall not make any payment on account of the
principal  of or interest  on this Note  unless at least  ninety (90) days shall
have elapsed after said  declaration and unless all principal of and interest on
Senior  Indebtedness due at the time of such payment (whether by acceleration of
the maturity thereof or otherwise) shall first be paid in full.

         Nothing  contained  in this Note is intended to impair,  as between the
Company,  its creditors (other than the holders of Senior  Indebtedness) and the
Noteholder  of this Note,  the  unconditional  and  absolute  obligation  of the
Company to pay the principal of and interest on this Note or affect the relative
rights of the holder of this Note and the other creditors of the Company,  other
than the holders of Senior Indebtedness.  Nothing in this Note shall prevent the
holder  of this  Note  from  exercising  all  remedies  otherwise  permitted  by
applicable law upon default under this Note,  subject to the rights,  if any, of
the holders of Senior Indebtedness in respect to cash, property or securities of
the Company received upon the exercise of any such remedy.

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         4. This Note is being issued in conjunction  with certain  warrants.  A
portion of the original issue price of this investment unit  (consisting of this
Note and its  associated  warrants) has been  allocated to these  warrants.  The
original issue price of this Note is therefore  less than its principal  amount.
Because the excess of the principal  amount of this Note over its original issue
price is less than (a)  one-quarter  of one  percent  of this  Note's  principal
amount (b) multiplied by the number of complete  years to this Note's  maturity,
this Note will not have "original  issue discount" as that phrase is defined for
United  States  income tax purposes.  Any  Noteholder  may contact the Company's
Chief  Financial  Officer or  Treasurer at its  principal  office (or such other
address as the Company shall subsequently furnish to the Noteholder) for further
information  concerning  the  computation  of original  issue discount under the
terms of this Note.

         5. If this  Note  becomes  worn,  defaced  or  mutilated  but is  still
substantially intact and recognizable,  the Company or its agent may issue a new
Note in lieu hereof upon its  surrender.  Where the  Noteholder  claims that the
Note has been lost, destroyed or wrongfully taken, the Company shall issue a new
Note of like tenor in place of the original  Note if the  Noteholder so requests
by written  notice to the Company  together with an affidavit of the  Noteholder
setting forth the facts concerning such loss, destruction or wrongful taking and
such  other  information  in such form with such  proof or  verification  as the
Company  may  request.  The  Company  in  addition  may  require,  at  its  sole
discretion,  indemnification  and/or an indemnity bond in such amount and issued
by such surety as the Company deems satisfactory.

         6. If the indebtedness  represented by this Note or any part thereof is
collected in bankruptcy,  receivership or other judicial  proceedings or if this
Note is placed in the hands of  attorneys  for  collection  after  default,  the
Company  agrees to pay,  in  addition  to the  principal  and  interest  payable
hereunder, reasonable attorneys' fees and costs incurred by the Noteholder.

         7. Any notice, demand,  consent or other communication  hereunder shall
be in writing  addressed to the Company at its principal  office or, in the case
of Holder, at Holder's address appearing above, 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 (a) when so personally delivered,  or
(b) if mailed as aforesaid, five (5) days after the same shall have been posted,
or (c) if sent by facsimile transmission, as soon as the 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 (d) if
delivered by commercial courier, upon receipt.

         8. The Company hereby waives present, demand for performance, notice of
non-performance,  protest, notice of protest and notice of dishonor. No delay on
the part of  Noteholder  in exercising  any right  hereunder  shall operate as a
waiver of such right or any other right.

         9. This Note shall be governed by and construed in accordance  with the
laws of the State of  California  applicable to contracts  between  residents of
such state entered into and to be performed entirely within such state.

         10. Each  provision of this Note shall be interpreted in such manner as
to be effective  and valid under  applicable  law, but if any  provision of this
Note is held to be prohibited by or invalid under applicable law, such provision
shall be  ineffective  only to the  extent of such  prohibition  or  invalidity,
without invalidating the remainder of this Agreement.

      IN WITNESS WHEREOF, the undersigned Company has executed this Note and has
affixed hereto its corporate seal.

                                    VALUESTAR CORPORATION


                                    By       /s/ JAMES STEIN
                                             James Stein, President and CEO

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