EXHIBIT 4.36.2


             SECOND AMENDMENT TO SERIES CC PREFERRED STOCK PURCHASE
                                   AGREEMENT
                                       AND
               AMENDMENT TO AMENDED REGISTRATION RIGHTS AGREEMENT


THIS AMENDMENT  (this  "Amendment")  is dated effective as of June 27, 2001 (the
"Effective Date"), by and among VALUESTAR  CORPORATION,  a Colorado  corporation
(the  "Company"),   ECOMPANIES   VENTURE  GROUP,   L.P.,  a  _________   limited
partnership,   FIRST  DATA   MERCHANT   SERVICES   CORPORATION,   a  ___________
corporation,  HULL CAPITAL CORP.  PROFIT  SHARING PLAN AND TRUST,  HULL OVERSEAS
LTD., a ___________ corporation,  J.M. HULL ASSOCIATES,  LP, a _________ limited
partnership,  C.E. UNTERBERG, TOWBIN CAPITAL PARTNERS I, LP, a _________ limited
partnership,  DAVRIC  CORPORATION,  a ___________  corporation,  PALERMO  TRUST,
SUNRISE MANAGEMENT, INC. PROFIT SHARING PLAN, and DUCK PARTNERS, LP, a _________
limited  partnership,  individually a "Shareholder," and collectively,  all such
individuals and entities, the "Shareholders").

RECITAL

         WHEREAS,  Company  has  filed  with  the  SEC a  proxy  for  a  special
shareholder meeting currently scheduled on July 20, 2001.

         WHEREAS,  at this  meeting  it is the  Company's  intent  to adopt  and
approve  amended  and  restated  articles  of  incorporation  that,  inter alia,
increase  the  authorized  number of shares of Common Stock from  50,000,000  to
200,000,000  shares and the authorized  number of shares of Preferred Stock from
5,000,000 to 10,000,000 shares (the "Amended Articles").

         WHEREAS,  the  Company  intends to (i) submit the proxy  statement  and
Amended Articles to the  stockholders for their approval,  (ii) recommend to the
stockholders  that  they  approve  and  adopt the  Restated  Articles  and (iii)
promptly  following  such approval and  adoption,  file the Amended and Restated
Articles with the Colorado Secretary of State; and

         WHEREAS,   pursuant  to  paragraph   2.1  of  the  September  14,  2000
Registration  Rights  Agreement  as  amended by the First  Amended  Registration
Rights Agreement dated January 4, 2001 (the  "Registration  Rights  Agreement"),
and an amendment dated April 24, 2001, the Company represented that it would use
its best  efforts  to  prepare  and  file  with the  Commission  a  Registration
Statement on Form S-3 by June 30, 2001.

         WHEREAS,  the  Company  believes  that  it  would  not be in  the  best
interests  of the  Company or of the  holders of the Series CC stock to do so as
there is not sufficient  authorized  shares available for the registration to be
completed until the authorized shares are increased as contemplated above; and

         WHEREAS,  pursuant  to  Article  IX  subsection  (x) of the  Series  CC
Preferred  Stock  Purchase  Agreement,  the Company is limited in its ability to
attract and reward employees due to the increased


                                  Page 1 of 4

<PAGE>

number of shares outstanding in the Company;

         NOW,  THEREFORE,  to allow the  Company to  proceed  in an orderly  and
efficient  manner with the  foregoing  plans,  the  undersigned  desire to amend
certain  agreements,  more fully described  hereinafter,  in accordance with the
terms set forth in this Agreement.

         1.  The  reference  in  paragraph  2.1(a)  of the  Registration  Rights
Agreement to "within 120 days following the Initial  Closing,"  having been once
amended to June 30, 2001 is further  amended to "by  September 30, 2001" so that
the opening line of 2.1(a) reads:

                  "(a) by September  30,  2001,  use its best efforts to prepare
         and file with the Commission a Registration Statement on Form S-3 . . .
         [remainder of paragraph unchanged].

         2.  The  reference  in  Article  IX  subsection  (x) of the  Series  CC
Preferred  Stock  Purchase  Agreement is hereby amended to replace "in excess of
5,000,000  shares." to "in excess of 10,000,000  additional shares available for
option grants."

         3. This  Amendment  may be signed  in one or more  counterparts  and by
facsimile  signature,  each of which is an  original,  and all of which shall be
deemed one instrument.

                                   COMPANY:

                                   VALUESTAR CORPORATION


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


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<PAGE>


                                 SIGNATURE PAGES
                                       TO
             SECOND AMENDMENT TO SERIES CC PREFERRED STOCK PURCHASE
                                    AGREEMENT
                                       AND
               AMENDMENT TO AMENDED REGISTRATION RIGHTS AGREEMENT


                                                 ECOMPANIES VENTURE GROUP, L.P.

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

                                                 FIRST DATA MERCHANT SERVICES
                                                 CORPORATION

                                                 By: /s/ Richard E. Aiello
                                                     ---------------------
                                                 Name: Richard E. Aiello
                                                 Title: Senior Vice President

                                                 HULL CAPITAL CORP. PROFIT
                                                 SHARING PLAN AND TRUST

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

                                                 HULL OVERSEAS LTD.

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

                                                 J.M. HULL ASSOCIATES, LP

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


                                  Page 3 of 4

<PAGE>


                                 SIGNATURE PAGES
                                       TO
             SECOND AMENDMENT TO SERIES CC PREFERRED STOCK PURCHASE
                                   AGREEMENT
                                       AND
               AMENDMENT TO AMENDED REGISTRATION RIGHTS AGREEMENT


                                      C.E. UNTERBERG, TOWBIN CAPITAL PARTNERS I,
                                      LP

                                      By: /s/ Robert Matluck
                                          ------------------
                                      Name:  Robert Matluck
                                      Title: A Managing Member of the GP

                                      DAVRIC CORPORATION

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

                                      PALERMO TRUST

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

                                      SUNRISE MANAGEMENT, INC. PROFIT SHARING
                                      PLAN

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

                                      DUCK PARTNERS, LP

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


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