EXHIBIT 10.10

                              VALUESTAR CORPORATION
                      NON-QUALIFIED STOCK OPTION AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered into
effective as of the 6th day of July, 1998, by and between VALUESTAR CORPORATION,
a Colorado corporation (the "Company") and _______ (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 July 6, 1998.

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 _______ 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 

<PAGE>

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;  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 (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 to be issued and delivered to the Optionee.

(b) In lieu of paying the  withholding  tax  obligation in cash, as described in
Section 1.2(a) (iii), the Optionee may elect 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 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
One Dollar and Twenty Five Cents ($1.25) (the "Exercise Price").

1.4 TERM AND TERMINATION OF OPTION.  Except as otherwise  provided  herein,  the
term of the Option  ("Option  Period")  shall  commence 185 days after the Grant
Date and terminate on June 30, 2003. Subject to paragraph 1.6 below, this Option
shall become  exercisable  (vest) as to  one-third  (1/3) of the total number of
Option  Shares at such time as the Fair Market  Value (as defined  below) of the
Common  Stock of the  Company is equal to or greater  than Two Dollars and Fifty
Cents ($2.50) per share, for twenty (20)  consecutive  trading days. This Option
shall become exercisable as to an additional one-third (1/3) of the total number
of Option  Shares at such time as the Fair Market  Value of the Common  Stock of
the Company is equal or greater than $5.00 Dollars ($5.00) per share, for twenty
(20)  consecutive  trading days. This Option shall become  exercisable as to the
remaining  one-third  (1/3) of the total number of Option Shares at such time as
the Fair  Market  Value of the Common  Stock of the  Company is equal or greater
than  Seven  Dollars  and  Fifty  Cents  ($7.50)  per  share,  for  twenty  (20)
consecutive  trading  days.  Once the right to  purchase  shares has accrued and
irregardless  of  subsequent  price  changes,  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 1.6 below. In no case may
this Option be exercised for a fraction of a share.

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.

                                       2
<PAGE>

1.5 RIGHTS AS  STOCKHOLDER.  Optionee,  or, if  applicable,  any  Transferee (as
defined in Section 3.13 (d)) 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.

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

         (a) June 30, 2003:

         (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) the date immediately preceding the consummation of: (i) dissolution
         or liquidation of the Company;  (ii) merger of the Company into another
         corporation,  or  any  consolidation,   share  exchange,   combination,
         reorganization,  or like  transaction  in which the  Company is not the
         survivor;  or (iii) sale or  transfer  (other  than as  security of the
         Company's  obligations)  of at least a  majority  of the  assets of the
         Company.  The  Company  will use its best  efforts to  provide  written
         notice  to  Optionee   of  such   dissolution,   liquidation,   merger,
         consolidation, acquisition, separation, reorganization, sale, transfer,
         or like  transaction,  at least (30) days prior to the  closing of such
         transaction to permit Optionee to exercise the Option.

                     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  RESTRICTIONS ON TRANSFER OF OPTION SHARES.  Any Option Shares acquired upon
exercise of the Option shall be subject to the following restrictions:

          (a) Except for transfers made in compliance with Section 2.2(b) below,
         or as  otherwise  required or permitted  hereunder,  none of the Option
         Shares may be conveyed, pledged, assigned,  transferred,  hypothecated,
         encumbered, or otherwise disposed of by the Optionee, or in the case of
         exercise  of  an  Option  by a  Transferee,  by  such  Transferee.  The
         foregoing notwithstanding,  the Company may, but shall not be obligated
         to,  approve the transfer of such Option Shares upon the condition that
         the  transferee  thereof  execute  and  deliver  to  the  Company  such
         documents and  agreements as the Company  shall  reasonably  require to
         evidence the fact that the Option Shares to be owned,  either  directly
         or beneficially, by such transferee shall continue to be subject to all
         the restrictions set forth elsewhere  herein,  and that such transferee
         is subject to and bound by such restrictions and provisions. Any Option
         Shares  transferred  by bequest or by  operation of the laws of descent
         and distribution  shall remain subject to the restrictions 

                                       3
<PAGE>

         set forth in this Section 2.2 and all applicable rights in favor of the
         Company  set forth  elsewhere  herein  in the  hands of any  transferee
         thereof.  Nothing contained herein,  however, shall be deemed to impose
         any  requirement  that  any  transferee  be an  officer,  director,  or
         employee of, or consultant to, the Company.

          (b)  The  Option  Shares  may  be  transferred  by the  Optionee  to a
         Transferee upon the death or disability of the Optionee,  provided that
         all such Option  Shares shall remain  subject to the  restrictions  set
         forth in this  Section  2.2 and all  applicable  rights in favor of the
         Company set forth  elsewhere  herein in the hands the Transferee and of
         any subsequent transferee of the Transferee.

                                    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 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 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

                                       4
<PAGE>

and enforced according to the laws of the State of California.

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
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 SPECIAL LIMITATION ON EXERCISE.  Notwithstanding  anything contained herein
to the contrary,  no purported exercise of the Option shall be effective without
the  written  approval of the  Company,  which  approval  may be withheld if the
exercise  of this  Option,  together  with  the  exercise  of  other  previously
exercised  stock  options  and/or  offers  and  sales  pursuant  to any prior or
contemplated offering of securities, would, in the sole and absolute judgment of
the  Company,  require the filing of a  registration  statement  with the United
States Securities and Exchange Commission,  or with the securities commission of
any state.  The Company shall avail itself of any exemptions  from  registration
contained in applicable  federal and state  securities laws which are reasonably
available to the Company on terms which, in its sole and absolute discretion, it
deems  reasonable and not unduly  burdensome or costly.  If the Option cannot be
exercised  at the  time  it  would  otherwise  expire  due  to the  restrictions
contained  in this  Section  3.12,  the  exercise  period may,  upon  request of
Optionee,  be extended for successive one-

                                       5
<PAGE>

year periods  until it can be exercised in  accordance  with this Section  3.12.
Optionee shall deliver to the Company, prior to the exercise of the Option, such
information,  representations,  and  warranties  as the Company  may  reasonably
request in order for the  Company to be able to satisfy  itself  that the Option
Shares to be acquired  pursuant to the exercise of the Option are being acquired
in accordance  with the terms of an  applicable  exemption  from the  securities
registration requirements of applicable federal and state securities laws.

3.13 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 highest and lowest sales prices per share of
         the Common Stock as quoted in the NYSE - Composite transactions listing
         for such date, (ii) if the common Stock is not listed on such exchange,
         the highest and lowest  sales prices per share of Common stock for such
         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 highest and lowest sales prices per share of the
         Common Stock for such 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  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

                                       6
<PAGE>

         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: __________________
ITS:__________________

ATTESTED:


BY: __________________
ITS:__________________

ACCEPTED:

______________________

                                       7