EXHIBIT 10.6.1
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BALLENA ISLE MARINA
Ballena Bay Yacht Harbor
1150 Ballena Blvd. Suite 111
Alameda, CA 94501-3682
(510)523-5528    FAX (510)865-2257
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                                              OFFICE RENTAL AGREEMENT

<S>      <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>
Space    1120     Space    1124     Space   1136     Space    108      Space    Locker

Sq. Ft.  1825     Sq. Ft.  384      Sq. Ft. 208      Sq. Ft.  605      Sq. Ft.  N/A     Total Sq. Ft.     3522

Rent     2008.00  Rent     978.00   Rent    218.00   Rent     749.00   Rent     50.00            Date  8/1/98
</TABLE>

Tenant            ValueStar Inc.

Address  1120 Ballena Blvd.           Alameda, CA 94501

Telephone: Business (510) 814-7070    Residence (510)

Month To Month Commencing August 1 1998
(See Paragraph 1)

First Month Rent (See Paragraph 2)                             $ 3998.00

Subsequent Monthly Rent (See Paragraph 2)                      $ 3998.00

Other                                                          $    -0-

Security Deposit (See Paragraph 3) Transfered From Lease       $ 2709.00

Use: The premises shall be used and occupied only for the following  purpose(s):
     General Office

This rental  agreement is made this date between  Ballena Isle Marina and tenant
concerning the space described herein.  The terms,  covenants and conditions set
forth in the attached addendum are incorporated herein and made a part hereof.

BALLENA ISLE MARINA
A California Limited Partnership

By: /s/ JACK BOLANDER
         Jack Bolander

TENANT

By: /s/ JIM STEIN for ValueStar, Inc.
         Jim Stein
         Managing Director


<PAGE>



Ballena Isle Marina
1150 Ballena Blvd. Ste 111
Alameda, CA 94501

                          ADDENDUM TO RENTAL AGREEMENT

1. TERM:  The term of this  Agreement  shall be for the period  designated.  All
month-to-month terms are for monthly periods beginning on the 1st day of a month
and end on the  last  day.  If the  Landlord  of  Tenant  elect to  terminate  a
month-to-month  term  without  cause,  they  shall  have at least 90 days  prior
written notice of such election to the other party. Such termination shall occur
only on the last day of the next  succeeding  full month following the giving of
such notice.

2. RENT:  Tenant  agrees to pay Landlord  monthly in advance on the first day of
each month such sum as shall be the  applicable  monthly  fee for the use of the
designated space as established by this agreement. Tenant shall receive at least
30 days prior written  notice of any change.  Set forth herein is amount of such
monthly  fee in  effect  at the date  hereof.  In the  event  such fee  shall be
increased  Tenant  agrees  to pay the same or shall  have the  right to elect to
terminate  this  Agreement  effective  with  the  date a new  fee  shall  become
applicable.  If Tenant  fails to pay the new rent when due,  this  Agreement  is
immediately terminated.

3. (deleted)

4. RISK AND INDEMNITY:  This Agreement is a license  granting use of space only,
such space to be used at the sole risk of Tenant/  Tenant  shall obtain and keep
in force  during the term of this  Agreement  a policy of  comprehensive  public
liability  insurance  insuring Landlord and Tenant against any liability arising
out of the  ownership,  use,  occupancy or  maintenance  of the Premises and all
areas appurtenant thereto.

5. WAIVER OF  SUBROGATION:  Tenant and Landlord each waive any and all rights of
recovery  against the other,  or against the officers,  employees,  agents,  and
representatives  of the other,  for loss of or damage to such  waiving  party or
it's property or the property of others under it's  control,  where such loss or
damage is insured  against  under any  insurance  policy in force at the time of
such loss or damage.

6. UTILITIES:  Tenant shall pay for all electricity based on a pro-rate share of
the meter covering their Premises.  Tenant shall pay for all telephones supplied
to the Premises together with any taxes thereon.



<PAGE>



BALLENA ISLE MARINA
Ballena Bay Yacht Harbor
1150 Ballena Blvd. Suite 111
Alameda, CA 94501-3682
(510)523-5528    FAX (510)865-2257

                             OFFICE RENTAL AGREEMENT

Space                      120

Square Footage             1295

Date                       7/01/98

Tenant                     ValueStar Inc.

Address    1150 Ballena Blvd. Suite 120, Alameda CA 94501

Telephone: Business (510) 814-7070                   Residence (510)

Month To Month Commencing                            July 1, 1998
(See Paragraph 1)

First Month Rent (See Paragraph 2)                   $1685.00

Subsequent Monthly Rent (See Paragraph 2)            $1685.50

Other                                                $  -0-

Security Deposit (See Paragraph 3)                   $ N/A

Use: The premises shall be used and occupied only for the following  purpose(s):
General Office

This rental  agreement is made this date between  Ballena Isle Marina and tenant
concerning the space described herein.  The terms,  covenants and conditions set
forth in the attached addendum are incorporated herein and made a part hereof.

BALLENA ISLE MARINA
A California Limited Partnership


By: /s/ JACK BOLANDER
         Jack Bolander

TENANT

By: /s/ JIM STEIN for ValueStar, Inc.
         Jim Stein
         Managing Director

<PAGE>




Ballena Isle Marina
1150 Ballena Blvd. Ste 111
Alameda, CA 94501

                          ADDENDUM TO RENTAL AGREEMENT

1. TERM:  The term of this  Agreement  shall be for the period  designated.  All
month-to-month terms are for monthly periods beginning on the 1st day of a month
and end on the  last  day.  If the  Landlord  of  Tenant  elect to  terminate  a
month-to-month  term  without  cause,  they  shall  have at least 90 days  prior
written notice of such election to the other party. Such termination shall occur
only on the last day of the next  succeeding  full month following the giving of
such notice.

2. RENT:  Tenant  agrees to pay Landlord  monthly in advance on the first day of
each month such sum as shall be the  applicable  monthly  fee for the use of the
designated space as established by this agreement. Tenant shall receive at least
30 days prior written  notice of any change.  Set forth herein is amount of such
monthly  fee in  effect  at the date  hereof.  In the  event  such fee  shall be
increased  Tenant  agrees  to pay the same or shall  have the  right to elect to
terminate  this  Agreement  effective  with  the  date a new  fee  shall  become
applicable.  If Tenant  fails to pay the new rent when due,  this  Agreement  is
immediately terminated.

3. (deleted)

4. RISK AND INDEMNITY:  This Agreement is a license  granting use of space only,
such space to be used at the sole risk of Tenant/  Tenant  shall obtain and keep
in force  during the term of this  Agreement  a policy of  comprehensive  public
liability  insurance  insuring Landlord and Tenant against any liability arising
out of the  ownership,  use,  occupancy or  maintenance  of the Premises and all
areas appurtenant thereto.

5. WAIVER OF  SUBROGATION:  Tenant and Landlord each waive any and all rights of
recovery  against the other,  or against the officers,  employees,  agents,  and
representatives  of the other,  for loss of or damage to such  waiving  party or
it's property or the property of others under it's  control,  where such loss or
damage is insured  against  under any  insurance  policy in force at the time of
such loss or damage.

6. UTILITIES:  Tenant shall pay for all electricity based on a pro-rate share of
the meter covering their Premises.  Tenant shall pay for all telephones supplied
to the Premises together with any taxes thereon.