EXHIBIT 4.29.3

                              VALUESTAR CORPORATION
                                  THIRD AMENDED
                                  AND WAIVER OF
                           INVESTORS RIGHTS AGREEMENT

         THIS THIRD  AMENDED  AND WAIVER OF  INVESTORS  RIGHTS  AGREEMENT  (this
"Agreement") is dated effective as of January 4, 2001 (the "Effective Date"), 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
("Companies"),   TMCT  VENTURES,  L.P.  ("TMCT")  (Seacoast,  Pacific,  Tangent,
eCompanies,  and TMCT, a "Holder," and  collectively,  all such  individuals and
entities, the "Holders").

                                     RECITAL

         In  consideration  of the  Company's  sale  of  certain  securities  in
accordance  with the terms and  provisions  set forth in that certain  Series CC
Preferred  Stock and  Warrant  Purchase  Agreement  of even date  herewith  (the
"Series CC  Purchase  Agreement"),  the  Holders  desire to amend the  Investors
Rights  Agreement  originally  entered  into by Seacoast,  Pacific,  Tangent and
eCompanies on December 8, 1999, with TMCT becoming a party thereto on January 4,
2000, and as subsequently  amended on March 24, 2000 and September 14, 2000 (the
"Rights  Agreement") in accordance  with the terms set forth in this  Agreement.
All capitalized terms not defined herein shall have the meanings  established in
the Rights Agreement.

                                    AGREEMENT

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

1.       Registration Rights.

         a.  Incidental  Registration.  In  accordance  with  Section 2.b of the
Rights Agreement,  the Holders hereby acknowledge notice from the Company of its
intention to register certain  securities as set forth in the Series CC Purchase
Agreement and corresponding First Amended  Registration Rights Agreement thereto
and hereby  request  that the  Registrable  Securities  held by such  Holders be
included in such registration in accordance with the terms thereof.

         b. Limitations on Subsequent Registration Rights. The Holders holding a
majority of the outstanding  Registrable Securities hereby consent in accordance
with Section 2.k of the Rights Agreement to the Company entering into the Series
CC Purchase  Agreement  and  corresponding  First  Amended  Registration  Rights
Agreement  thereto  and  undertaking  its  obligations  thereunder,  whereby the
Company has  granted  certain  investors  under such  agreements  the right to a
registration  that will result in such  registration  statement  being  declared
effective prior to the effectiveness of the first  registration  statement to be
effected under Section 2.a. 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 Series CC Purchase Agreement.

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                               Signature Page to
  ValueStar Corporation Third Amended and Waiver of Investors Rights Agreement

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

                                          VALUESTAR CORPORATION

                                          By: /s/ James Stein
                                              -------------------------------
                                          Name:  James Stein
                                          Its:  Chief Executive Officer

                                          eCOMPANIES VENTURE GROUP, L.P.

                                          By: /s/ Steven Ledger
                                              -------------------------------
                                          Name:  Steven Ledger
                                          Its:   Managing General Partner

                                          SEACOAST CAPITAL PARTNERS LIMITED
                                          PARTNERSHIP
                                          By: Seacoast I Advisors, LLC, its
                                              general partner

                                          By:/s/ Jeffrey J. Holland
                                             --------------------------------
                                          Name:  Jeffrey J. Holland
                                          Its:       Vice President

                                          PACIFIC MEZZANINE FUND, L.P.
                                          By: Pacific Private Capital, its
                                              general partner

                                          By: /s/ Nathan W. Bell
                                              -------------------------------
                                          Name:  Nathan W. Bell
                                          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

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

                                          By: /s/ Michael Song
                                              -------------------------------
                                          Printed Name: Michael Song
                                          Title: Partner


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