EXHIBIT 4.16
                                                                         98BR-__

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.

                             STOCK PURCHASE WARRANT
                RIGHT TO PURCHASE ________ SHARES OF COMMON STOCK

THIS  CERTIFIES  THAT  ___________  and all  registered  and  permitted  assigns
("Holder")   is  entitled  to  purchase,   on  or  before   December  31,  2003,
_____________  THOUSAND (________) shares of the common stock ("Common Stock" or
"Shares")  of  VALUESTAR  CORPORATION  (the  "Corporation"  or  "Company")  upon
exercise of this Warrant along with  presentation  of the full purchase price as
provided  herein.  The  purchase  price of the common stock upon  exercise  (the
"Warrant  Shares")  is equal to One Dollar and No Cents  ($1.00)  per share (the
"Exercise Price").

1. Exercise.

(a) This Warrant may be exercised  one time,  in whole or minimum  increments of
10,000 shares (or the balance of the Warrant),  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.  If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant, execute and deliver a new Warrant
evidencing  the  rights of the  Holder  hereof to  purchase  the  balance of the
Warrant  Shares  purchasable  hereunder.  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.

2. Redemption of Warrants.

The Corporation may elect on one occasion,  by written notice as provided herein
(the "Company Notice"), to redeem all of this Warrant, in whole but not in part,
on any date (the "Redemption  Date") fixed by the Company at a price of $.01 per
effective  Warrant Share (the  "Redemption  Price")  following  such time as the
Closing Bid Price (as defined  below) of the Company's  Common Stock for the ten
(10) consecutive  Trading Days (as defined below) equals or exceeds five hundred
percent  (500%) of the Warrant  Exercise  Price;  provided,  however,  that this
Warrant  may be  exercised  by the  Holder  at any  time  prior  to  5:00  p.m.,
California time, on the business day immediately  preceding the Redemption Date.
No notice shall be  effective,  unless  otherwise  agreed by Holder,  unless the
Warrant Shares issuable are duly registered under the Securities Act of 1933, as
amended. Holder shall, in any event, cooperate with the Company to register such
Warrant Shares as the Company may reasonably request.

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 Bid Price" in respect of a Trading
Day shall mean the reported last closing bid price,  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 Nasdaq Stock Market or, if not admitted to trading
or  quoted  on  the  Nasdaq  Stock   Market,   the  closing  bid  price  in  the
over-the-counter  market as furnished by any quotation medium or any member firm
of a national  securities exchange or the Nasdaq Stock Market selected from time
to time by the Company for that purpose.

The  Company  shall  provide  at  least 10 days  written  notice  to the  Holder
("Company  Notice")  prior to the  Redemption  Date  specified  in such  written
notice.

3. Adjustment of Exercise Price and Number of Shares  Deliverable  Upon Exercise
of Warrant.  


                                       1
<PAGE>

The  Exercise  Price and the number of Shares  purchasable  upon the exercise of
this Warrant 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.

(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.

4. Restrictions on Transfer.

Holder has been advised and understands that the Warrants and the Warrant 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  Warrant  Shares will bear the  following  or
comparable  legend:  "These  securities  have  not  been



                                       2
<PAGE>

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 under such Act."

The Holder understands that the Company may place, and may instruct any transfer
agent or depository for the Warrant Shares to place, a stop transfer notation in
the securities records in respect of the Warrant Shares.

5. Registration Rights.

Holder  shall have the right,  at any time and from time to time until  December
31,  2003,  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, in the sole judgment of
the Company,  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 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.

Each  Holder  of  Warrants  and  Warrant  Shares  to be  sold  pursuant  to  any
Registration Statement (each, a "Distributing Holder") shall severally,  and not
jointly,  indemnify and hold harmless the Company,  its officers and  directors,
each  underwriter  and each  person,  if any,  who controls the Company and such
underwriter,  against any loss, claim,  damage,  expense or liability,  joint or
several,  as  incurred,  to  which  any of them may  become  subject  under  the
Securities  Act or any other  statute or at common  law, in so far as such loss,
claim,  damage,  expense or liability (or actions in respect thereof) arises out
of or is based upon any untrue  statement  or alleged  untrue  statement  of any
material fact  contained in any such  Registration  Statement,  any  preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto,  or any omission or alleged  omission to state  therein a material fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances  under which they were made, not misleading,  in each
case to the  extent,  but only to the  extent,  that such  untrue  statement  or
alleged  untrue  statement or omission or alleged  omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Distributing Holder specifically for use therein. Such Distributing Holder shall
reimburse  the Company,  such  underwriter  and each such  officer,  director or
controlling person for any legal or other expenses reasonably incurred by any of
them in  connection  with  investigating  or defending  any such  liability,  as
incurred.  Notwithstanding  the  foregoing,  such indemnity with respect to such
preliminary  prospectus or such final  prospectus shall not inure to the benefit
of the  Company,  its  officers  or  directors,  or such  underwriter  (or  such
controlling  person of the Company or the  underwriter) if the person  asserting
any such loss, claim, damage, expense or liability purchased the securities that
are the subject  thereof and did not receive a copy of the final  prospectus (or
the final  prospectus as then amended,  revised or  supplemented) at or prior to
the time such furnishing is required by the Securities Act in any case where any
such  untrue  statement  or  omission  of  a  material  fact  contained  in  the
preliminary  prospectus was corrected in the final  prospectus (or, if contained
in the final prospectus,  was subsequently  corrected by amendment,  revision or
supplement).

6. 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  one
hundred  eighty (180) days from the  effective  date of the  registration.  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



                                       3
<PAGE>

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.

7. 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.

8. 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.

The 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.

9.  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
___th day of _____, 19__.

VALUESTAR CORPORATION

/s/ JAMES STEIN
James Stein, President and CEO

/s/ JAMES A. BARNES
James A. Barnes, Secretary

                                        4