EXHIBIT 4.42.1

                                 FIRST AMENDMENT
                                       TO
                 BRIDGE LOAN AND COMMON STOCK PURCHASE AGREEMENT

THIS FIRST  AMENDMENT TO BRIDGE LOAN AND COMMON STOCK  PURCHASE  AGREEMENT  (the
"Agreement")  is dated  effective  as of June 11, 2001 by and between  VALUESTAR
CORPORATION, a Colorado corporation (the "Corporation"), and those investors set
forth  on  Schedule  1  (signature  page)  attached  hereto   (individually,   a
"Purchaser" and collectively, the "Purchasers").

                                R E C I T A L S:

         A. The  Corporation  and  Purchasers  entered  into the BRIDGE LOAN AND
COMMON STOCK PURCHASE AGREEMENT (the "Original Agreement") dated as of April 24,
2001.  The  Original  Agreement  provided  for a  maximum  issuance  of  certain
Promissory  Notes ("Bridge Loan Notes") of $3,500,000 and a maximum  issuance of
Common Stock in connection therewith of 17,500,000 common shares.

         B. The corporation wishes to be able to sell up to $4,000,000 of Bridge
Loan Notes and issue 20,000,000 common shares in connection  therewith,  and the
Purchasers wish to amend the Original Agreement to authorize said higher amounts
pursuant to the  provisions  of section  6.13 of the Original  Agreement,  which
section provides that the provisions of the Original Agreement may be amended if
the Corporation has obtained the written consent of Purchasers  holding at least
sixty-six and two-thirds percent (66-2/3%) or more of the outstanding  principal
amount of Bridge Loan Notes.

                               A G R E E M E N T:

         NOW,  THEREFORE,  in consideration of the above recitals and the mutual
agreements, contained below in this Agreement, the parties agree:

I.       AMENDMENTS.

         1.1 Section 2.1 of the Original Agreement is hereby modified to provide
(i) that the maximum  amount of  authorized  Bridge  Loan Notes is Four  Million
Dollars;  said amount  replacing the prior Three  Million Five Hundred  Thousand
Dollars  maximum  set out in the  Original  Agreement  and (ii) that the maximum
number of common shares of Corporation  to be issued in connection  therewith is
20,000,000,  said amount replacing the prior  17,500,000  maximum set out in the
Original Agreement.

         1.2  Schedule 3.4 of the  Original  Agreement  (Brokers) is deleted and
replaced in its  entirety by the  attached  Schedule  3.4 showing an  additional
Broker in connection  with the sales of Notes,  and the restriction of a certain
related party Broker to non-cash consideration only.


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<PAGE>

II.      EFFECTIVE DATE.

         2.1 This  amendment  shall be effective as of the date set forth in the
introductory  paragraph  of this  Agreement,  but only  upon  the  Corporation's
receiving  the written  consent of  Purchasers  holding at least  sixty-six  and
two-thirds  percent  (66-2/3%) or more of the  outstanding  principal  amount of
Bridge Loan Notes at such date aggregating $2.8 million.

III.     EFFECT.

         Except to the  extent  specifically  set  forth  herein,  the  Original
Agreement is not modified in any manner.

IV.      MISCELLANEOUS.

         4.1 Successors and Assigns.  All covenants and agreements  contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the  respective  successors  and assigns of the Purchasers and
Corporation whether so expressed or not.

         4.2  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  any one of which need not contain the signatures of more than one
party,  but all such  counterparts  when taken together shall constitute one and
the same Agreement.

         4.3 Descriptive  Headings.  The descriptive  headings of this Agreement
are  inserted  for  convenience  only  and do not  constitute  a  part  of  this
Agreement.

         4.4 Governing  Law. The validity,  meaning and effect of this Agreement
shall be  determined in  accordance  with the laws of  California  applicable to
contracts  made and to be performed  entirely in California as if by and between
California residents.

         4.5 Schedules and Exhibits.  All schedules and exhibits are an integral
part of this Agreement.

         IN WITNESS  WHEREOF,  the Corporation and each Purchaser  identified on
Schedule 1 have caused this Agreement to be executed and delivered.

                                  CORPORATION:
                                  VALUESTAR CORPORATION

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


<PAGE>

                                                                    SCHEDULE - 1

 Signature Page to First Amendment to the Bridge Loan and Common Stock Purchase
                                    Agreement
                          (PAGE 1 OF 2 SIGNATURE PAGES)


                                      HULL CAPITAL CORP. PROFIT SHARING PLAN AND
                                      TRUST FBO J. Mitchell Hull


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


                                      HULL OVERSEAS LTD.

                                      By:      /s/ J. Mitchell Hull
                                               --------------------
                                      Name:    J. Mitchell Hull
                                      Title:   Managing Partner


                                      J.M. HULL ASSOCIATES, LP

                                      By:      /s/ J. Mitchell Hull
                                               --------------------
                                               Its general partner


                                      J. MITCHELL HULL

                                      By:      /s/ J. Mitchell Hull
                                               --------------------


                                      CANUSA TRADING LTD.

                                      By:      /s/ W.A. Manuel, Jr.
                                               --------------------
                                      Name:    W.A. Manuel, Jr.
                                      Title:   President


                                      PALERMO TRUST

                                      By:      /s/ James A. Barnes
                                               -------------------
                                      Name:    James A. Barnes
                                      Title:   Trustee


                                      HARMONIC ASSOCIATES, LP

                                      By:      /s/ Trevor Gibson
                                               -----------------
                                      Name:    Trevor Gibson
                                      Title:   CFO


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<PAGE>

                                                                    SCHEDULE - 1

 Signature Page to First Amendment to the Bridge Loan and Common Stock Purchase
                                    Agreement
                          (PAGE 2 OF 2 SIGNATURE PAGES)


                                      DUCK PARTNERS, L.P.

                                      By:      /s/ J. Mitchell Hull
                                               --------------------
                                      Name:    J. Mitchell Hull
                                      Title:   General Partner


                                      HULL CAPITAL CORP. PROFIT SHARING PLAN
                                      AND TRUST FBO Lillie Fenner

                                      By:      /s/ Lillie E. Fenner
                                               --------------------
                                      Name:    Lillie E. Fenner
                                      Title:   Trustee


                                      GEORGE HOLLAND

                                      By:      /s/ George Holland
                                               ------------------


                                      VEECH TRUST

                                      By:      /s/ Bryant I. Pickering
                                               -----------------------
                                      Name:    Bryant I. Pickering
                                      Title:   Trustee


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<PAGE>



                                  Schedule 3.4
                                       to
                               Purchase Agreement
                               ------------------

                                     Brokers

The Board of Directors has  authorized  and approved the payment of finders fees
in cash,  common  shares  (valued at $.50 per share),  warrants with an exercise
price of $0.50 per share  valued at $0.25 per  warrant,  or in Bridge Loan Notes
and shares in an amount not to exceed 7.5% of the amount  sold in the  aggregate
unless  otherwise  approved by the Board of Directors.  Hull Capital  Corp.,  an
affiliate of a director, and a financial advisor to the Corporation,  shall only
be paid finders fees "in kind" on bridge  funds  identified  or invested by Hull
Capital Corp. or affiliates  and will not be paid any finders fees in cash.  The
Corporation  has agreed to pay KBC Financial  Products USA Inc. a finders fee on
certain purchases made or identified by them or affiliates.


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