EXHIBIT 4.44

                      RIGHT OF FIRST NEGOTIATION AGREEMENT

         THIS RIGHT OF FIRST  NEGOTIATION  AGREEMENT  (this  "Agreement") by and
between First Data Corporation,  a Delaware  corporation  ("FDC"), and ValueStar
Corporation,  a  Colorado  corporation  ("ValueStar"),  is made this 21st day of
June, 2001.

         WHEREAS,  ValueStar  through its wholly  owned  subsidiary,  ValueStar,
Inc.,  a  California  corporation  ("Subsidiary"),  provides a  merchant  rating
service,  a  merchant  benefits  service  and  a  cardholder   benefits  service
(collectively, the "ValueStar System");

         WHEREAS, FDC, through its indirect  wholly-owned  subsidiary First Data
Merchant  Services  Corporation,  a  Florida  corporation  ("FDMS"),  is in  the
business of providing certain payment  processing  services for credit and debit
card transactions for merchants;

         WHEREAS,  pursuant to a Strategic  Development,  Marketing And Services
Agreement dated September 29, 2000 by and between FDMS and ValueStar, FDMS is in
the process of  enhancing a system  proprietary  to FDMS that will allow FDMS to
match  credit card  numbers  registered  with  ValueStar  with  transactions  at
merchants  registered with ValueStar  which are paid for with registered  credit
card numbers (the "FDMS System");

         WHEREAS,  FDMS  has  previously  made an  investment  in  ValueStar  by
purchasing a portion of its Series CC Convertible Preferred Stock; and

         WHEREAS,  ValueStar recognizes FDC as a strategic investor important to
the marketing and operation of the ValueStar System;

         WHEREAS, as of the date hereof, FDC has agreed to enter into the Bridge
Loan and Common Stock Purchase  Agreement  ("Bridge Loan Agreement") dated as of
April 24, 2001 with ValueStar  pursuant to which FDC has invested as of the date
hereof  $1,000,000 in exchange for a note (the "Note") and  5,000,000  shares of
Common Stock of ValueStar; and

         WHEREAS,  FDC and  ValueStar  have  discussed  FDC making an additional
investment of $1,000,000 for Senior  Convertible Notes and Warrants as described
in the Note (it being  understood  that FDC is under no  obligation to make such
additional investment); and

         WHEREAS, in order to induce FDC to enter into the Bridge Loan Agreement
and in further consideration of the relationship between ValueStar and FDMS, the
parties have entered into this Agreement.

         NOW,  THEREFORE,  in consideration of the foregoing,  FDC and ValueStar
hereby agree as follows:


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1.  Right of First Negotiation.
    --------------------------

         (a) For so long as FDC or its Affiliates  beneficially own, directly or
indirectly, in the aggregate, not less than 2,386,686 shares of ValueStar common
stock  (determined  on an as converted  basis for  convertible  securities,  and
assuming the exercise of all warrants), appropriately adjusted for stock splits,
combinations reclassifications and the like on or after the date hereof, or hold
not  less  than  $500,000  aggregate  principal  amount  of debt  securities  of
ValueStar (the "Restricted  Period"),  if ValueStar or the Board of Directors of
ValueStar (i) receives a bona fide offer or proposal in writing from a Specified
Company (as defined below) for the  acquisition of ValueStar,  the Subsidiary or
the ValueStar  System by means of (A) a merger,  consolidation or other business
combination pursuant to which the stockholders of ValueStar immediately prior to
the effective date of such  transaction  have beneficial  ownership of less than
fifty percent (50%) of the total combined voting power for election of directors
of the surviving or continuing entity immediately following such transaction, or
(B) the sale of the ValueStar System, the Subsidiary or all or substantially all
of the assets of  ValueStar or the  Subsidiary,  or (ii) votes to initiate (X) a
sale to any Specified  Company of securities  representing  twenty-five  percent
(25%) or more of the total voting power of all securities of ValueStar, or (y) a
sale of the ValueStar  System,  the  Subsidiary or all or  substantially  all of
ValueStar's or the Subsidiary's  assets to a Specified  Company or (z) any other
transaction  or  series of  transactions  in which  control  of  ValueStar,  the
Subsidiary  or the  ValueStar  System is  effectively  transferred,  directly or
indirectly, to a Specified Company (each, an "Acquisition Proposal"), then prior
to accepting or engaging in  subsequent  discussions  with the person making the
Acquisition Proposal or its representatives regarding such Acquisition Proposal,
ValueStar  shall provide to FDC written notice within 24 hours (the "Notice") of
the receipt of such Acquisition Proposal of the identity of the party making the
Acquisition Proposal and the proposed terms of such Acquisition Proposal.

         (b) If the Board of Directors of ValueStar determines in its reasonable
good faith judgment that ValueStar should pursue negotiations with the Specified
Company  regarding  its  Acquisition  Proposal,  then before  entering into such
negotiations,  FDC shall have a period of ten (10) business  days  following its
receipt of the Notice ("Negotiation  Period") in which to present to ValueStar a
counter-offer  (a "Counter  Offer").  During such ten (10)  business day period,
FDC, at its sole option, shall have the opportunity in such Counter Offer either
to match such  Acquisition  Proposal and be entitled to effect an acquisition of
ValueStar,  the  Subsidiary  or the  ValueStar  System  or to  provide  its  own
acquisition offer for  consideration by ValueStar's  Board of Directors.  In any
event,  during such ten (10)  business  day period FDC shall have the  exclusive
right to engage in  negotiations  with  ValueStar  with  respect to such Counter
Offer.

         (c) In the event that the Board of Directors of ValueStar determines in
its reasonable good faith judgment that a Counter -Offer from FDC is financially
equivalent or superior to such Acquisition  Proposal,  ValueStar shall not enter
into a definitive  agreement with respect to the  Acquisition  Proposal with the
Specified Company rather than the Counter Offer;  provided that, ValueStar shall
be  permitted  to enter  into such


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definitive  agreement if it shall have been  determined  by a final  judgment or
decree (not subject to further  appeal) of any court of  competent  jurisdiction
that rejection of the Acquisition  Proposal would  constitute a violation by the
Board of Directors of ValueStar of its fiduciary duties; provided, however, that
in the event ValueStar does enter into such definitive agreement pursuant to the
foregoing  proviso,  FDC shall be  entitled  to at any time or from time to time
thereafter,  at  its  sole  discretion  and  election,  to  cause  ValueStar  to
repurchase all equity  securities or debt obligations of ValueStar  beneficially
owned by FDC and its  Affiliates at a redemption  price equal to (A) in the case
of equity  securities,  the common  equivalent  price implied by the Acquisition
Proposal or (B) in the case of debt  securities or  obligations,  the total face
amount of such indebtedness.

         (d) If FDC  does  not  deliver  a  Counter  Offer  within  the ten (10)
business day period  prescribed above in this Section 1(b), then ValueStar shall
be free,  subject in any event to the other  provisions of this Section 1, for a
period of one hundred twenty (120) calendar days following the expiration of the
Negotiation  Period, to negotiate and to accept the Acquisition  Proposal on the
terms  and  conditions  set  forth in the  Notice  or on such  other  terms  and
conditions no more  favorable to the Specified  Company than those  specified in
the Notice. Any proposed acquisition of ValueStar or sale of its assets pursuant
to an Acquisition Proposal after the end of such 120-day period or any change in
the terms of such  Acquisition  Proposal that is more favorable to the Specified
Company  shall  require a new Notice,  and shall give rise anew to the rights of
FDC provided in this Section 1.

         (e) If the terms of any  Acquisition  Proposal  include  stock or other
securities  ("Stock") as consideration,  FDC shall be deemed to have matched the
terms of such  Acquisition  Proposal,  and,  all other  terms  being  materially
equivalent  taken as a whole,  thereby  deemed as having  proposed an offer more
favorable  than the  Acquisition  Proposal,  if it agrees to substitute for such
Stock  component  of the  Acquisition  Proposal  either cash or shares of Common
Stock of FDC having a "fair market value" equivalent to the fair market value of
the Stock  component of the subject  Acquisition  Proposal.  "Fair market value"
shall  mean,  with  respect to the Stock of any  Specified  Company  (i) that is
traded on a nationally  recognized  exchange,  the average of the closing bid or
sale price  (whichever is applicable) of such Stock on the five (5) trading days
preceding  the date prior to the Counter  Offer;  (ii) which is actively  traded
over-the-counter,  the average of the closing bid or sale prices  (whichever  is
applicable) on the five (5) trading days preceding the date prior to the Counter
Offer;  and (iii) if such Stock is not publicly  traded,  the value  assigned to
such Stock by a  nationally  recognized  investment  advisor  designated  by the
mutual  agreement  of  ValueStar  and FDC.  The fair  market  value of any other
non-cash  consideration  shall  be  determined  in the same  manner  as for such
non-publicly traded stock.

         (f)  Unless  ValueStar  shall  have  complied  fully  with  all  of the
procedures and  requirements  of Section 1, then any  Acquisition  Proposal that
ValueStar  may accept,  and any  transaction  it may purport to effect  pursuant
thereto, shall be void ab initio.

         (g) In the event (i)  ValueStar  raises  additional  capital  through a
convertible  debt  financing on or prior to April 30, 2002 pursuant to which the
Note is mandatorily


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converted  pursuant to Section 2(a) of the Note into a Senior  Convertible  Note
(as defined in the Note) ("Qualified Debt Financing");  (ii) ValueStar offers to
issue not less than $1,000,000  aggregate principal amount of Senior Convertible
Notes to FDC or its Affiliates in connection with such Qualified Debt Financing;
and (iii) FDC and its Affiliates do not invest at least $1,000,000 in connection
with such Qualified Debt Financing,  then the Restricted  Period shall be deemed
to be terminated effective as of the closing of the Qualified Debt Financing.

2.  Specified Company.  For purposes of this Agreement,

         "Specified  Company"  shall  mean any of the  companies  identified  on
Exhibit A attached hereto, and any of such companies' respective Affiliates.

         "Affiliate" shall mean for any person,  any other person which directly
or indirectly  controls,  is controlled by or is under common  control with such
person.

3.  Relationship  of  the  Parties.   The  parties  are  acting  as  independent
contractors and not as partners or in the capacity of any type of joint venture.

4. Entire  Agreement.  This  Agreement and the exhibits  hereto  constitute  the
entire  agreement  between  the  parties  with  respect  to the  right  of first
negotiation  and  there  are  no  representations,   warranties,   covenants  or
obligations except as set forth herein or therein. This Agreement supersedes all
prior  or   contemporaneous   agreements,   understandings,   negotiations   and
discussions, written or oral, of the parties hereto, with respect to the matters
set forth in this  Agreement.  Nothing in this Agreement is intended or shall be
construed to confer upon or to give any person other than the parties hereto any
rights or remedies under or by reason of this Agreement.

5. Assignment. Neither party shall assign any interest in this Agreement without
the prior  written  consent  of an  authorized  executive  officer of the other,
provided that FDC may assign this Agreement to an Affiliate without  ValueStar's
prior consent.

6. Governing Law. Except to the extent Colorado law is mandatorily applicable to
the terms of this  Agreement,  the rights and  obligations  of the parties under
this Agreement  shall be governed by law of the State of New York without regard
to that state's choice of law provisions.

7. Waiver. Any failure of either party to enforce, at any time or for any period
of time,  any of the  provisions of this  Agreement  shall not be construed as a
waiver of the right of that party to enforce such provisions  unless said waiver
is in writing, and signed by an authorized executive officer.

8.  Representations  of  ValueStar.  ValueStar  has full power and  authority to
execute,  deliver and perform this Agreement,  the Bridge Loan Agreement and the
Note, and the execution, delivery and performance of each of this Agreement, the
Bridge  Loan  Agreement  and the Note by  ValueStar  have been duly  authorized,
executed and delivered by ValueStar and each of this Agreement,  the Bridge Loan
Agreement and the Note is the


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legal, valid and binding obligation of ValueStar  enforceable in accordance with
their respective terms.

9. Notices.  Any notice  required or permitted to be given under this  Agreement
shall be sent in  writing,  by prepaid,  certified,  return  receipt  requested,
first-class  air mail to the respective  party at the address below,  or to such
other address as each party may hereafter specify in writing to the other.

         If to ValueStar:           Chief Executive Officer
                                    360 22nd Street
                                    Oakland, CA 94612

         with a copy to:            Mr. Don Reinke
                                    Bay Venture Counsel
                                    1999 Harrison Street, Suite 1300
                                    Oakland, CA 94111

         If to FDC:

         with a copy to:            General Counsel
                                    First Data Merchant Services Corporation
                                    12500 East Belford Avenue, Suite M16-S
                                    Englewood, CO 80112
                                    Fax:  (720) 332-0033

     All such notices shall be deemed to have been given upon receipt.

11.  Severability  of  Provisions.  Each  provision of this  Agreement  shall be
considered  severable and if for any reason any  provision or provisions  herein
are  determined  to be invalid or contrary to any  existing or future law,  such
invalidity  shall not impair the  operation  of this  Agreement  or affect those
portions of this Agreement, which are valid.

12. Enumerations and Headings.  The enumerations and headings  contained in this
Agreement are for convenience of reference only and are not intended to have any
substantive significance in interpreting this Agreement.


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         IN WITNESS WHEREOF,  and intending to be legally bound, the undersigned
parties have duly executed this Agreement as of the date first set forth above.

FIRST DATA CORPORATION


By:        /s/ Richard E. Aiello
           ---------------------
Name:      Richard E. Aiello
           -----------------
Title:     SVP
           ---


VALUESTAR CORPORATION


By:        /s/ Jim Stein
           -------------
Name:      Jim Stein
           ---------
Title:     CEO
           ---


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                                    Exhibit A


American Express
Concord EFS
Electronic Data Systems
NOVA Corp.
Total System Services
Viad
Equifax/Certegy
Global Payments
Vital Processing
National Processing
Alliance Data Systems