EXHIBIT 10.5
                              VALUESTAR CORPORATION
                      NON-QUALIFIED STOCK OPTION AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered into
effective  as of the  28th  day of  January,  2000,  by  and  between  VALUESTAR
CORPORATION,  a  Colorado  corporation  (the  "Company")  and  Robert  Sick (the
"Optionee").

                                   BACKGROUND

A. The Company has  determined to reward and to provide  incentives to those who
are primarily  responsible for the operations of the Company and for shaping and
carrying  out the  long-range  plans of the Company and aiding in its  continued
growth and financial success.

B. In furtherance of these  purposes,  the Board of Directors of the Company has
authorized the grant to Optionee of a stock option to purchase certain shares of
the common stock,  par value $.00025 per share, of the Company  ("Common Stock")
by resolution dated January 28, 2000.

C.  The  Company  and  Optionee  wish to  confirm  the  terms,  conditions,  and
restrictions of this option.

For and in consideration of the premises, the mutual covenants contained herein,
and other good and valuable consideration, the parties hereto agree as follows:

                                    ARTICLE 1

                          GRANT AND EXERCISE OF OPTION

1.1 GRANT OF  OPTION.  Subject  to the  terms,  restrictions,  limitations,  and
conditions  stated herein,  the Company hereby grants to Optionee an option (the
"Option") to purchase 16,600 shares of Common Stock (the "Option  Shares").  The
date first  written above shall be the date on which the Option has been granted
(the "Grant Date").

1.2 EXERCISE OF THE OPTION (a) The Option may be  exercised  with respect to all
or any portion of the vested  Option Shares at any time during the Option Period
(as defined  below) by the delivery to the Company,  at its  principal  place of
business,  of (i) a written  notice of exercise  which shall be delivered to the
Company no earlier  than  thirty (30) days and no later than ten (10) days prior
to the date upon which  Optionee  desires to exercise  all or any portion of the
Option (the "Exercise  Date");  (ii) a certified check payable to the Company in
the amount of the Exercise Price (as defined below)  multiplied by the number of
Option  Shares  being  purchased  (the  "Purchase  Price")  OR with the  advance
approval of the  Company,  by  delivery  of a number of shares of Common  Stock,
which have been held by Optionee  for at least six months,  having a fair market
value,  as of the date the Option is  exercised,  at least equal to the Purchase
Price OR with the advance  approval of the Company by a certified  check payable
to the  Company in an amount less than the  Exercise  Price and by delivery of a
number of shares of Common Stock,  which have been held by Optionee for at least
six months,  having a fair market value, as of the date the Option is exercised,
at least equal to the balance of the Purchase Price OR with the advance approval
of the  Company by Optionee  advising  the  Company,  at the time this Option is
exercised,  to withhold from exercise under the Option the appropriate number of
Option Shares,  the

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aggregate  fair  market  value of which on the date of exercise of the Option is
equal to the aggregate cash purchase price of the Option Shares being  exercised
and purchased  under the Option,  and such  withholding  shall  constitute  full
payment for the  non-withheld  Option  Shares issued upon exercise OR such other
consideration  as the Board of Directors may specifically  authorize;  and (iii)
except as permitted in Paragraph  1.2(b) below, a certified check payable to the
Company  in the  amount of all  withholding  tax  obligations,  if any  (whether
federal,  state or local),  imposed on the Company by reason of the  exercise of
the Option,  or if  applicable  the  Withholding  Election  described in Section
1.2(b). Upon acceptance of such notice,  receipt of payment in full, the Company
shall cause a  certificate  representing  the shares of Common Stock as to which
the Option has been exercised (less any withheld  Option Shares,  if applicable)
to be issued and delivered to the Optionee.

(b) In lieu of paying  the  withholding  tax  obligation,  if any,  in cash,  as
described in Section  1.2(a)  (iii),  the  Optionee may elect,  with the advance
approval  of the  Company,  to have the actual  number of shares  issuable  upon
exercise of the Option reduced by the smallest  number of whole shares of Common
Stock which,  when multiplied by the fair market value of the Common Stock as of
the date the Option is  exercised,  is  sufficient  to satisfy the amount of the
withholding  tax  obligations  imposed on the Company by reason of the  exercise
thereof  (the  "Withholding  Election").  The  Optionee  may take a  Withholding
Election only if all of the following conditions are met:

         (i) the  Withholding  Election must be made by electing the Withholding
         Election  in the  written  notice of  exercise;  and by  executing  and
         delivering to the Company a properly  completed  Notice of  Withholding
         Election; and

         (ii) any Withholding  Election made will be irrevocable;  however,  the
         Company may, in its sole discretion,  disapprove and not give effect to
         any Withholding  Election at its discretion or due to its cash position
         or based on any other  regulatory or statutory factor in its reasonable
         judgment.

1.3 EXERCISE  PRICE.  The exercise price for each share of Common Stock shall be
Seven Dollars ($7.00) (the "Exercise Price").

1.4 TERM AND TERMINATION OF OPTION.  Except as otherwise  provided  herein,  the
term of the  Option  ("Option  Period")  shall  commence  on the Grant  Date and
terminate on January 27, 2005. Subject to paragraph 1.5 below, this Option shall
become  exercisable  (vest)  based on the  passage of services to the Company in
accordance with the following vesting schedule:

                  4,150  options  shares shall vest on March 31, 2000 subject to
                  written approval of the Compensation  Committee of the Company
                  which  approval shall be based on an evaluation of performance

                  4,150  options  shares  shall vest on June 30, 2000 subject to
                  written approval of the Compensation  Committee of the Company
                  which  approval shall be based on an evaluation of performance

                  4,150 options  shares shall vest on September 30, 2000 subject
                  to  written  approval  of the  Compensation  Committee  of the
                  Company  which  approval  shall be based on an  evaluation  of
                  performance

                  4,150  options  shares shall vest on December 31, 2000 subject
                  to  written  approval  of the  Compensation  Committee  of the
                  Company  which  approval  shall be based on an  evaluation  of
                  performance

Once the right to  purchase  shares has  accrued  and  vested,  such  shares may
thereafter  be  purchased at any time,  or in part from time to time,  until the
termination  date of this Option,  subject to the  provisions  of Paragraph  1.7

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below.  In no case may this Option be  exercised  for a fraction of a share.  No
shares shall vest after  termination of services to the Company unless otherwise
agreed in writing.

Upon the  expiration of the Option Period as set forth above,  this Option,  and
all unexercised  rights granted to the Optionee  hereunder shall terminate,  and
thereafter be null and void.

1.5 ACCELERATION OF VESTING. In the event of a merger, sale or reorganization of
the Company with or into any other  corporation or corporations or a sale of all
or substantially all of the assets or outstanding stock of the Company, in which
transaction the Company's stockholders immediately prior to such transaction own
immediately after such transaction less than 50% of the equity securities of the
surviving  corporation  or its  parent,  all  Option  Shares  that have not been
terminated in accordance with this agreement,  that will become vested within 48
months  of the  closing  date of such  merger,  sale or  reorganization  will be
accelerated.  In the  event  of a merger  of the  Company  with or into  another
corporation,  this outstanding  option may be assumed or an equivalent option or
right may be substituted by such successor corporation or a parent or subsidiary
of such successor corporation.  For the purposes of this paragraph,  this Option
shall be considered  assumed if,  following the merger,  the Option  confers the
right to purchase or receive,  for each Option  Share  immediately  prior to the
merger, the consideration (whether stock, cash, or other securities or property)
received  in the merger by  holders  of Common  Stock for each share held on the
effective  date of the  transaction  (and if the holders are offered a choice of
consideration,  the type of consideration chosen by the holders of a majority of
the outstanding  shares).  If such  consideration  received in the merger is not
solely common stock of the  successor  corporation  or its Parent,  the Board of
Directors of the Company  may,  with the consent of the  successor  corporation,
provide for the  consideration  to be received upon the exercise of this Option,
for each Option Share, to be solely common stock of the successor corporation or
its Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger.

1.6 RIGHTS AS  STOCKHOLDER.  Optionee,  or, if  applicable,  any  Transferee (as
defined in Section 3.12 (c)) shall have no rights as a stockholder  with respect
to any shares covered by the Option until a stock  certificate for the shares is
issued in Optionee's or Transferee's  name. No adjustment to the Option shall be
made  pursuant to Section 3.1 hereof for  dividends  paid or declared on or with
respect to Common Stock in cash,  securities  other than Common Stock,  or other
property, for which the record date is prior to the date of exercise hereof.

1.7 EARLY  TERMINATION OF OPTION.  The Option Period shall terminate on the date
of the first to occur of the following:

         (a) January 27, 2005:

         (b)  Disability  or Death as provided by this  subparagraph  (b).  This
         Option shall  terminate and no further  options  shall vest  thereafter
         upon Optionee's  death or disability and any vested options at the time
         of such death or disability  shall no longer be  exercisable  after the
         expiration  of twelve (12) months from the date of death or  disability
         of the Optionee.

         (c) If Optionee's  services as an employee is terminated for no reason,
         or for any reason  (voluntarily or otherwise)  other than disability or
         death,  then no further  options shall vest  thereafter and this Option
         shall

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<PAGE>

         terminate  and  no  longer  be   exercisable   six  months  after  such
         termination.  If Optionee shall die within six months after termination
         the  remaining  vested  portion  shall  terminate on the earlier of the
         expiration  of the  Option  Period or twelve  months  after the date of
         death.

         (d) the date immediately  preceding the consummation of the dissolution
         or liquidation of the Company. The Company will use its best efforts to
         provide  written notice to Optionee of such  dissolution or liquidation
         or like  transaction,  at least (30) days prior to the  closing of such
         transaction  to permit  Optionee to  exercise  the Option to the extent
         vested. In no event will te option be exercisable  beyond expiration of
         the Option Period.


                                    ARTICLE 2

                     RESTRICTION ON OPTION AND OPTION SHARES

2.1  RESTRICTIONS  ON  TRANSFER  OF  OPTION.  The  Option  evidenced  hereby  is
non-transferable other than by will or the laws of descent and distribution, and
shall be  exercisable  during the lifetime of Optionee  only by Optionee (or, in
the event of Optionee's death or disability, by a permitted Transferee).

2.2  LOCK-UP  PROVISION.  In  connection  with any  public  registration  of the
Company's securities, the Optionee (and any transferee of Optionee) 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 Option,  any
of the shares of Common Stock issuable upon exercise of this Option or any other
securities of the Company  heretofore or hereafter  acquired by Optionee  (other
than unrestricted  securities  acquired in the open market and 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  (the
"Lock-Up Period"). Upon request by the Company,  Optionee (and any transferee of
Optionee) agrees to enter into any further reasonable  agreement in writing in a
form  reasonably   satisfactory   to  the  Company  and  such   underwriter(s)in
furtherance of such lock-up. The 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 Option shall
bear an  appropriate  legend  referencing  this lock-up  provision (the "Lock-Up
Legend").


                                    ARTICLE 3

                               GENERAL PROVISIONS

3.1 CHANGE IN CAPITALIZATION.  If the number of outstanding shares of the Common
Stock shall be increased or decreased by a change in par value, split-up,  stock
split,  reverse  stock  split,  reclassification,  distribution  of common stock
dividend, or other similar capital adjustment,  an appropriate  adjustment shall
be made by the Board of  Directors  in the number and kind of shares as to which
the  Option,  or the  portion  thereof  then  unexercised,  shall  be or  become
exercisable,  such that Optionee's proportionate interest shall be maintained as
before the occurrence of the event.  The adjustment shall be made without change
in the total price applicable to the unexercised  portion of the Option and with
a

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corresponding  adjustment in the Exercise Price.  No fractional  shares shall be
issued or made subject to the Option in making such adjustment.  All adjustments
made by the Board of Directors under this Section shall be final,  binding,  and
conclusive.

3.2 LEGENDS.  Each  certificate  representing  the Option Shares  purchased upon
exercise of the Option  shall  (unless a  registration  statement  covering  the
Option Shares is in effect) be endorsed  with the following  legend and Optionee
shall not make any transfer of the Option shares  without first  complying  with
the restrictions on transfer described in such legend:

                             TRANSFER IF RESTRICTED

        THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  (THE
        "SECURITIES  ACT") OR SIMILAR STATE SECURITIES LAWS APPLICABLE
        TO SUCH  SECURITIES  (COLLECTIVELY  THE "ACTS") AND MAY NOT BE
        SOLD, TRANSFERRED,  ASSIGNED, OR HYPOTHECATED UNLESS (1) THERE
        IS AN EFFECTIVE  REGISTRATION  UNDER SUCH ACTS  COVERING  SUCH
        SECURITIES,  (2) THE TRANSFER IS MADE IN COMPLIANCE  WITH RULE
        144  PROMULGATED  UNDER THE  SECURITIES  ACT, OR SIMILAR STATE
        SECURITIES  LAW, OR (3) THE COMPANY HAS RECEIVED AN OPINION OF
        COUNSEL,  REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT
        SUCH SALE,  TRANSFER,  ASSIGNMENT OR  HYPOTHECATION  IS EXEMPT
        FROM THE REGISTRATION REQUIREMENTS OF THE ACTS.

Optionee agrees that the Company may also include any other legends  required by
applicable federal or state securities laws.

3.3 GOVERNING LAWS. This Agreement shall be construed, administered and enforced
according  to the laws of the State of  California,  excluding  that body of law
dealing with conflicts of law.

3.4 SUCCESSORS. This Agreement shall be binding upon and inure to the benefit of
the heirs,  legal  representatives,  successors,  and  permitted  assigns of the
parties.

3.5  NOTICE.  Except  as  otherwise  specified  herein,  all  notices  and other
communications  under this Agreement  shall be in writing and shall be deemed to
have been given if  personally  delivered or if sent by  registered or certified
United States mail, return receipt requested,  postage prepaid, addressed to the
proposed  recipient at the last known  address of the  recipient.  Any party may
designate  any other  address to which notices shall be sent by giving notice of
the address to the other parties in the same manner as provided herein.

3.6 SEVERABILITY. In the event that any one or more of the provisions or portion
thereof  contained in this Agreement shall for any reason be held to be invalid,
illegal,  or  unenforceable  in any respect,  the same shall not  invalidate  or
otherwise  affect any other  provisions of this  Agreement,  and this  Agreement
shall be  construed  as if the invalid,  illegal or  unenforceable  provision or
portion thereof had never been contained herein.

3.7 ENTIRE  AGREEMENT.  This Agreement  expresses the entire  understanding  and
Agreement  of the  parties  with  respect to the  subject  matter  hereof.  This

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Agreement  may be executed in one or more  counterparts,  each of which shall be
deemed  an  original  but  all of  which  shall  constitute  one  and  the  same
instrument.

3.8 VIOLATION. Any transfer,  pledge, sale, assignment,  or hypothecation of the
Option or any portion  thereof made in violation of the terms of this  Agreement
shall be void and without effect.

3.9 HEADINGS.  Paragraph  headings used herein are for  convenience of reference
only and shall not be considered in construing this Agreement.

3.10 SPECIFIC PERFORMANCE.  In the event of any actual or threatened default in,
or breach of, any of the terms, conditions and provisions of this Agreement, the
party or parties  who are  thereby  aggrieved  shall have the right to  specific
performance  and injunction in addition to any and all other rights and remedies
at law or in equity, and all such rights and remedies shall be cumulative.

3.11 NO EMPLOYMENT  RIGHTS CREATED.  The grant of the Option hereunder shall not
be construed  as giving  Optionee  the right to  continued  employment  with the
Company.

3.12 CERTAIN  DEFINITIONS.  The  capitalized  terms listed below are used herein
with the meaning thereafter ascribed:

          (a)  "Disability"  means (1) the  inability of Optionee to perform the
         duties of  Optionee's  employment  with the  Company due to physical or
         emotional incapacity or illness, where such inability is expected to be
         of  long-continued  and  indefinite  duration or (2) Optionee  shall be
         entitled to (i) disability retirement benefits under the federal Social
         Security Act or (ii) recover  benefits  under any long-term  disability
         plan or policy  maintained  by the Company.  In the event of a dispute,
         the determination of Disability shall be made by the Board of Directors
         and shall be supported  by advice of a physician  competent in the area
         to which such Disability relates.

         (b) "Fair Market Value" means of the  applicable  prices  selected from
         the following  alternatives  for the date as of which Fair Market Value
         is to be  determined  as quoted in the Wall Street  Journal (or in such
         other reliable  publication as the committee,  in it's discretion,  may
         determine  to rely upon):  (i) if the common stock is listed on the New
         York Stock  Exchange,  the mean of highest and lowest  sales prices per
         share  of  the  Common   Stock  as  quoted  in  the  NYSE  -  Composite
         transactions listing for such or each date, (ii) if the common Stock is
         not listed on such  exchange,  the mean of the highest and lowest sales
         prices  per share of  Common  stock for such or each date on (or on any
         composite  index  including)  the principal  United  States  Securities
         Exchange  registered  under the 1934 Act on which the  Common  Stock is
         listed,  or  (iii)  if the  Common  Stock  is not  listed  on any  such
         exchange,  the mean of the highest and lowest sales prices per share of
         the Common  Stock for such or each date on the National  Associates  of
         Securities Dealers Automated Quotations Systems or any successor system
         then in use ("NASDAQ"). If there are no such sales price quotations for
         the date as of which Fair Market  Value is to be  determined  but there
         are such sales price quotations  within a reasonable period both before
         and after such date,  then Fair  Market  Value shall be  determined  by
         taking a weighted  average of the means  between the highest and lowest
         sales  prices per share of the Common Stock as so quoted on the nearest
         date  before,  and the nearest  date  after,  the date as of which Fair
         Market  Value is to be  determined.  The  average  should  be  weighted
         inversely by the respective

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         numbers of trading  days  between the selling  dates and the date as of
         which Fair Market Value is to be determined. If there are no such sales
         price  quotations  on, or within a  reasonable  period  both before and
         after, the date as of which Fair Market Value is to be determined, then
         Fair Market  Value of the Common  Stock  shall be the mean  between the
         bonafide  bid and asked  prices per share of Common  Stock as so quoted
         for such date on NASDAQ,  or if none, the weighted average of the means
         between such bonafide bid and asked prices on the nearest  trading date
         before,  and the nearest trading date after,  the date as of which Fair
         Market  Value is to be  determined,  if both such  dates  are  within a
         reasonable  period. If the Fair Market Value of the Common Stock cannot
         be determined on the basis set forth in this definition for the date as
         of which Fair Market Value is to be determined,  the Committee shall in
         good faith  determine the Fair Market Value of the Common Stock on such
         date.  Fair Market  Value  shall be  determined  without  regard to any
         restriction,  other than a restriction  which, by its terms, will never
         lapse.

         (c) "Transferee"  means the estate, or the executor or administrator of
         the estate, of a deceased Optionee,  or the personal  representative of
         an Optionee suffering a Disability.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first set forth above.

VALUESTAR CORPORATION


BY:      /s/ James Stein
ITS:     President

ATTESTED:


BY:      /s/ Michael Kelly
ITS:     Controller

ACCEPTED:


/s/ Robert A. Sick

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