EXHIBIT 4.34.1

                              VALUESTAR CORPORATION
                                  FIRST AMENDED
                          REGISRATION RIGHTS AGREEMENT

         THIS FIRST AMENDED  REGISTRATION  AGREEMENT (this "Agreement") is dated
effective as of January 4, 2001 (the "Effective  Date"),  by and among VALUESTAR
CORPORATION,  a Colorado  corporation (the  "Company"),  DAVRIC  CORPORATION,  a
Nevada  corporation  ("Davric"),  eCOMPANIES  VENTURE  GROUP,  L.P.,  a Delaware
limited partnership ("eCompanies"), HULL OVERSEAS LTD., a British Virgin Islands
limited  partnership  ("Hull  Overseas") J. M. HULL  ASSOCIATES,  LP, a Delaware
limited partnership (Davric,  eCompanies,  Hull Overseas and Hull Associates,  a
"Holder," and collectively,  all such individuals and entities,  the "Holders"),
and such  entities or  individuals  set forth on Schedule 1 attached  hereto and
incorporated  herein by reference  that the Company may  designate as additional
parties to this Agreement (each such entity and individual,  a "Purchaser,"  and
all such individuals and entities,  the  "Purchasers") who have entered into the
ValueStar  Corporation  Series CC Preferred Stock and Warrant Purchase Agreement
dated on even date herewith ("Series CC Purchase Agreement").

                                     RECITAL

         In  consideration  of the Company's  sale of certain  securities to the
Purchasers in accordance  with the terms and  provisions set forth in the Series
CC Purchase  Agreement,  the  Holders  desire to amend the  Registration  Rights
Agreement  originally  entered into by the Holders and other  purchasers  of the
Company's   Series  C  Preferred  Stock  on  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.  Amendments to Rights  Agreement.  The Holders hereby agree and give
their  consent as required  under  Section  4(a) of the Rights  Agreement to the
following amendments to the Rights Agreement:

         a.  Addition  of  Purchasers  as  Parties  to  Rights  Agreement.   The
definition of "Holder" for purposes of the Rights Agreement,  as amended hereby,
shall include the Purchasers.

         b.  Definition of Common  Stock.  The  definition of "Common  Stock" in
Section 1 of the Rights Agreement is hereby amended to read in full as follows:

                  "Common  Stock"  means  any and all (i)  common  stock  of the
Company issued or issuable upon conversion of the Company's Series C Convertible
Preferred  Stock  (ii)  common  stock of the  Company  issued or  issuable  upon
conversion of the Company's Series CC Convertible  Preferred Stock; (iii) common
stock of the Company  issued or issuable  upon  exercise of the  Warrants,  (iv)
common  stock of the Company  issued or issuable  upon  exercise of the warrants
issued to the Purchasers under the Series CC Purchase Agreement and any warrants
issued to finders  of  Purchasers  as  contemplated  by the  Series CC  Purchase
Agreement  (collectively,  (i), (ii), (iii) and (iv) the "Stock");  (iii) common
stock of the Company issued as a dividend or other  distribution with respect to
or in  replacement  of the  Stock,  and  (vi) any  common  stock  issued  in any
combination  or subdivision  of the Stock.  In determining  the amount of Common
Stock held by any Person,  the sum of (i), (ii), (iii), (iv), (v) and (vi) shall
be used and a Person  shall be deemed to "hold"  all  Common  Stock then held by
and/or issuable to such Person.

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         c. Definition of Series CC Purchase Agreement. The following definition
is hereby added to Section 1 of the Rights Agreement:

                  "Series CC Purchase  Agreement"  means the Series CC Preferred
Stock and Warrant  Purchase  Agreement dated as of January __, 2000 by and among
the Company and the purchaser's of the Company's Series CC Convertible Preferred
Stock and warrants to purchase the Company's Common Stock."



                            [signature page follows]


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              Signature Page to ValueStar Corporation First Amended
                         Registration Rights Agreement

     (Individual Pages Differ as to Purchaser Name and Personal Information)

         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

                                           DAVRIC CORPORATION

                                           By:    /s/ Jerry E. Polis
                                               ----------------------------
                                           Name:  Jerry E. Polis
                                           Title: President

                                           eCOMPANIES VENTURE GROUP, L.P.

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

                                           Hull Overseas Ltd.

                                           By:    /s/ J. Mitchell Hull
                                               ----------------------------
                                           Name:  J. Mitchell Hull
                                           Title: President

                                           J. M. Hull Associates, LP

                                           By:    /s/ J. Mitchell Hull
                                               ----------------------------
                                           Name:  J. Mitchell Hull
                                           Title: President

                                           Purchasers:

                                           By:
                                               ----------------------------
                                           Printed Name:
                                                         ------------------
                                           Title:
                                               ----------------------------



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