EXHIBIT 4.19.1
                                                                  --------------
                              VALUESTAR CORPORATION
                                 VALUESTAR, INC.
                                WAIVER AGREEMENT

         THIS WAIVER AGREEMENT (this  "Agreement") is dated effective as of July
21, 1999, by and among SEACOAST CAPITAL PARTNERS LIMITED PARTNERSHIP, a Delaware
Limited  Partnership  ("Seacoast"),  PACIFIC  MEZZANINE  FUND, L.P. a California
limited  partnership  ("Pacific")  and TANGENT  GROWTH FUND,  L.P., a California
limited  partnership   ("Tangent")  (each  a  "Lender"  and  collectively,   the
"Lenders") and VALUESTAR  CORPORATION,  a Colorado corporation (the "Company" or
"ValueStar").
                                    RECITALS
                                    --------

         A. On March 31, 1999, the Lenders entered into various  agreements with
ValueStar,   ValueStar,   Inc.,  a  California  corporation  and  the  Company's
wholly-owned subsidiary ("Subsidiary"),  James A. Barnes ("Barnes") and/or Jerry
E. Polis ("Polis"),  including but not limited to a Note Purchase Agreement (the
"Note Purchase Agreement"),  a Warrant Purchase Agreement (the "Warrant Purchase
Agreement") and individual Pledge and Security Agreements with each of Polis and
Barnes  (collectively,  the "Pledge  Agreements")  (and collectively the "Lender
Transaction Documents").

         B. The Lenders desire to waive certain  rights and/or  exclude  certain
securities  from  the  provisions  of  the  Lender   Transaction   Documents  in
consideration  of the purchase by the Lenders,  Polis,  Barnes and certain other
parties of shares of the Company's Series A Convertible Preferred Stock pursuant
to that certain  ValueStar Series A Preferred Stock Purchase  Agreement dated on
even date  herewith  by and among  Lenders,  Polis,  Barnes  and  various  other
purchasers that may become parties  thereto on, or before,  August 31, 1999 (the
"Purchase Agreement").

         C.  "C"apitalized  terms not  defined  herein  shall have the  meanings
established in the Lender Transaction  Documents and are incorporated  herein by
reference.
                                   AGREEMENT
                                   ---------

         NOW, THEREFORE,  in consideration of the mutual agreements,  covenants,
representations and warranties  contained in this Agreement,  the parties hereto
hereby agree as follows:

         1.  Pledge  and  Security  Agreements.  Lenders  hereby  agree that the
Company's  Series A  Convertible  Preferred  Stock (and any other  Capital Stock
issued hereafter in connection  therewith)  acquired by Barnes or Polis pursuant
to the Purchase  Agreement is expressly  excluded from the definition of Pledged
Property under the Pledge  Agreements and shall not be subject to the provisions
or restrictions of the Pledge Agreements.

         2. Warrants.  Lenders  hereby agree that the number of shares  issuable
under the Warrants shall not be adjusted pursuant to Section 2.08 of the Warrant
Purchase  Agreement  or any other  provision of the  Transaction  Documents as a
result of the issuance of the Series A Convertible Preferred Stock (or any other
Capital Stock issued  hereafter in  connection  therewith) or as a result of the
issuance after the date hereof of any Capital Stock excluded from the definition
of "Additional Shares of Common Stock" set forth in the Company's Certificate of
Designation establishing the Company's Series A Convertible Preferred Stock.

         3. Notices Waiver.  Lenders hereby waive any notices required  pursuant
to the Lender  Transaction  Documents,  including but not limited to the notices
required  under Section 4.08 of the Warrant  Purchase  Agreement,  in connection
with the  transactions to be consummated and the actions to be taken pursuant to
the  Purchase   Agreement   and/or  filing  of  the  Company's   Certificate  of
Designation.

         4. Waiver of EBITDA/Minimum  Net Income Defaults.  Effective as of June
30, 1999,  the Lenders  hereby waive the Company's  default under Section 7.9(b)
and Section 7.9(c) of the Note Purchase  Agreement for the Company's  failure to
incur no more than (i) an EBITDA loss amount of ($800,000) and (ii) a net income
loss of $1,000,000,  respectively,  for the fiscal quarter ending June 30, 1999,
and agree that such  failures  shall not be deemed a default under any provision
of the Lender Transaction  Documents,  including but not limited to Article VIII
of the Note  Purchase  Agreement  and  Section  4.01(a)(iv)  of the  Shareholder
Agreement.

         5. Waiver of Notice of Board Meeting.  Lenders hereby waive any notices
required pursuant to the Lender Transaction Documents, including but not limited
to the notices  required under Section 6.19 of the Note Purchase  Agreement,  in
connection  with the special  meeting of the Board of  Directors  of the Company
held on July 20,  1999 for the  purpose of  authorizing  the Series A  Preferred
Stock and the  transactions  contemplated  under that Series A  Preferred  Stock
Purchase Agreement.

<PAGE>

         6. No  Deemed  Future  Waivers.  The  Company  hereby  agrees  with the
foregoing  provisions and agrees and acknowledges that the foregoing waivers and
consents (a) shall in no event be construed or be deemed to obligate  Lenders to
agree to any subsequent waiver or consent; (b) shall in no event be construed or
be deemed as a waiver of any of the other  terms and  conditions  of the  Lender
Transaction  Documents;  and (c) shall in no event be  construed or be deemed to
(i) impair,  prejudice or otherwise  adversely affect Lenders' right at any time
to  exercise  any  right,  privilege,  or remedy in  connection  with the Lender
Transaction  Documents,  (ii)  amend  or  alter  any  provision  of  the  Lender
Transaction Documents,  or (iii) constitute any course of dealing or other basis
or altering any  obligation of the Company or any right,  privilege or remedy of
Lenders under the Lender Transaction Documents.

                  IN WITNESS WHEREOF,  the Lenders and Company have executed and
delivered this Waiver as of the date first above written.

                                   SEACOAST CAPITAL PARTNERS LIMITED
                                   PARTNERSHIP
                                   By:      Seacoast Capital Corporation,
                                            its general partner
                                            By:   /s/ JEFFREY J. HOLLAND
                                                  ----------------------
                                            Name:  Jeffrey J. Holland
                                            Its:   Vice President

                                   PACIFIC MEZZANINE FUND, L.P.
                                   By:  Pacific Private Capital
                                        its general partner
                                            By:    /s/DAVID WOODWARD
                                                   -----------------
                                            Name:  David Woodward
                                            Its:   General Partner

                                   TANGENT GROWTH FUND, L.P.
                                   By:      Tangent Fund Management, LLC
                                            its general partner
                                            By:    /s/ MARK P. GILLES
                                                   ------------------
                                            Name:  Mark P. Gilles
                                            Its:   Vice President

                                   VALUESTAR CORPORATION
                                   By:   /s/ JAMES STEIN
                                         ---------------
                                   Name: James Stein
                                   Its:  President and Chief Executive Officer

                       /s/ JAMES A. BARNES
                       -------------------
                       James A.  Barnes,  individually,  as President of Sunrise
                       Capital, Inc. and General Partner of Tiffany Investments,
                       and as General  Partner of  Tiffany  Investments  Limited
                       Partnership

                       /s/ JERRY E. POLIS
                       ------------------
                       Jerry E.  Polis,  individually,  as  President  of Davric
                       Corporation  and  Trustee  of the Jerry E.  Polis  Family
                       Trust

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