EXHIBIT 10.22

Amplicon Financial

                                                                       LEASE
5 HUTTON CENTRE DRIVE, SUITE 500 o SANTA ANA, CALIFORNIA 92707         AGREEMENT
714.751-7551 o 800.755-5055 o FACSIMILE 714.751-7557
                                                              ORDER NO. VL-00618
LESSEE
    Valuestar, Inc.

STREET                       CITY        STATE          COUNTY               ZIP
360 22nd Street, 2nd Floor   Oakland      CA            Alameda            94612

1.  AGREEMENT/'LEASE  Amplicon,  Inc. ("Amplicon") agrees to lease to Lessee the
hardware,  software and/or other equipment  ("Property")  described on the Lease
Schedule(s)  ("Schedule(s)")  referencing this Lease Agreement ("Agreement") and
Lessee agrees to lease from Amplicon the Property subject to the terms set forth
herein and on each Schedule(s) that the parties may from time to time enter into
with respect to this Agreement. Each Schedule identified as being a part of this
Agreement  incorporates  the terms of this Agreement and  constitutes a separate
lease agreement and is referred to herein as the "Lease".  The Lease is in force
and is binding upon Lessee and Amplicon upon signed acceptance by Amplicon.

2  UNFORM  COMMERCIAL  CODE  ACKNOWLEDGMENT:  Lessee  acknowledges  that  it has
received  and  approved  any written  "Supply  Contract"  covering  the Property
purchased  from the  Supplier  for lease and  Amplicon  has  informed or advised
Lessee,  either previously or by this Lease, of the following:  (i) the identity
of the Supplier, (ii) that Lessee may have rights under the Supply Contract; and
(iii) that Lessee may contact the Supplier for a description of any such rights.
This Lease is a "Finance Lease".  (The terms "Finance Lease",  "Supply Contract"
and  "Supplier" as used in this Lease have the meanings only as ascribed to them
under Division 10 of the California  Uniform  Commercial Code and have no effect
on any tax or  accounting  treatment  of the  Lease).  This  provision  survives
termination of the Lease.

3. NO  WARRANTIES:  AMPLICON  IS NOT  THE  MANUFACTURER,  DEVELOPER,  PUBLISHER,
DISTRIBUTOR,  LICENSOR OR  "SUPPLIER"  OF THE  PROPERTY  AND MAKES NO EXPRESS OR
IMPLIED WARRANTY OR REPRESENTATION AS TO FITNESS,  QUALITY,  DESIGN,  CONDITION,
CAPACITY, SUITABILITY, VALUE, MERCHANTABIUTY,  OR PERFORMANCE OF THE PROPERTY OR
THE  MATERIAL OR  WORKMANSHIP  THEREOF OR AGAINST  INTERFERENCE  BY LICENSORS OR
OTHER THIRD  PARTIES,  IT BEING  AGREED THAT THE  PROPERTY IS LEASED "AS IS" AND
THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE  Lessee  selected the Property and
represents  that all the Property is suitable for  Lessee's  purposes.  Amplicon
assigns to Lessee  during the term of the Lease any warranty  rights it may have
received from the Supplier as a result of  Amplicon's  purchase of the Property.
If Lessee has any claims regarding the Property or any other matter arising from
Lessee's  relationship  with the  Supplier,  Lessee  must make them  against the
Supplier. This provision survives termination of the Lease.

4. AUTHORIZATION  DATE AND LEASE DURATION:  A Schedule commences and rent is due
beginning on the date that Lessee  certifies in writing to Amplicon  that all of
the Property has been received and accepted by Lessee as  installed,  tested and
ready for use, and Lessee authorizes  Amplicon in writing to disburse payment to
the  Supplier  ("Authorization  Date").  Unless and until Lessee  provides  such
written authorization, Amplicon will not disburse payment to Suppliers. The Term
of each Schedule is reflected on the Schedule and begins on the first day of the
calendar month following the Authorization Date. Lessee has the right to use the
Property at the specific locations shown on the Schedule throughout the duration
of this Lease in accordance with the provisions of this Lease.  The Term extends
for an  additional  twelve  month period  ("Extension  Term") at the rental rate
delineated on the Schedule unless Lessee provides to Amplicon  written notice of
Lessee's  election not to extend the Term at least one hundred eighty days prior
to the expiration of the Term.

5. Rentals:  The rent payable is shown on the  Schedule(s).  The monthly rent is
due to Amplicon,  in advance,  for each month or portion of a month beginning on
the  Authorization  Date and  continuing  for each  month  that this Lease is in
effect.  Rent for  portions  of a month  are  based on a daily  rental  equal to
ore-thirtieth  of the monthly  rent.  All RENTS SHALL BE PAID WITHOUT  NOTICE OR
DEMAND AND WITHOUT ABATEMENT,  DEDUCTION OR SETOFF OF ANY AMOUNT WHATSOEVER. THE
OPERATION  AND USE OF THE  PROPERTY  IS  SOLELY  AT THE RISK OF  LESSEE  AND THE
OBLIGATION  OF  LESSEE  TO PAY  ITEM  UNDER  THE  LEASE  SHALL BE  ABSOLUTE  AND
UNCONDITIONAL.  TO THE EXTENT  PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES
THE  FOLLOWING  RIGHTS AND REMEDIES  CONFERRED  UPON LESSEE BY LAW: (l) RIGHT TO
CANCEL OR TERMINATE THIS LEASE,  (11) RIGHT TO REJECT THE PROPERTY,  (III) RIGHT
TO REVOKE ACCEPTANCE OF THE PROPERTY, (IV) RIGHT TO RECOVER DAMAGES FROM AMPICON
FOR ANY BREACH OF WARRANTY,  AND (V) RIGHT TO RECOVER ANY CONSEQUENTIAL  DAMAGES
WHATSOEVER.  Rents  will be paid to  Amplicon  unless  otherwise  instructed  in
writing by Amplicon or its assignee.

THIS LEASE AGREEMENT AND THE APPLICABLE SCHEDULE(S) CONTAIN THE ENTIRE AGREEMENT
BETWEEN AMPLICON AND LESSEE WITH RESPECT TO THE SUBJECT MATTER HEREOF. THE LEASE
CAN ONLY BE  MODIFIED  IN WRITING,  WITH SUCH  MODIFICATIONS  SIGNED BY A PERSON
AUTHORIZED TO SIGN AGREEMENTS ON BEHALF OF LESSEE AND BY AN AUTHORIZED SIGNER OF
AMPUCON. NO ORAL OR OTHER WRITTEN AGREEMENT'S, REPRESENTATIONS OR PROMISES SHALL
BE RELIED  UPON BY, OR BE BINDING  ON, THE  PARTIES  UNLESS  MADE A PART OF THIS
LEASE BY A WRITTEN  MODIFICATION  SIGNED BY AN AUTHORIZIZED SIGNER OF LESSEE AND
AMPLICON.


LESSEE:  Michael Kelly, ValueStar. Inc.      AMPLICON, INC.   Darren S. Higuchi
       --------------------------------                    ---------------------
                  (Signature)                                    (Signature)

This Lease is subject to acceptance by Amplicon's Finance Committee.  By signing
below,  the  signer  certifies  that he or she has read  this  Lease  Agreement,
INCLUDING THE REVERSE  SIDE,  has had an  opportunity  to discuss its terms with
Amplicon,  and is authorized  to sign an behalf of Lessee.  Until this Lease has
been signed by an authorized signer of Amplicon, it will constitute a firm offer
by Lessee.

              LESSEE/OFFEROR                             AMPLICON, INC.
OFFER:                                        ACCEPTANCE:


By.            /s/  Michael Kelly             By.       /s/ Darren S. Higuchi
             ---------------------------            ----------------------------
Name:          Michael J. Kelly               Name:     Darren S. Higuchi
             ---------------------------            ----------------------------
Title:         Secretary/Controller           Title:    Assistant Vice President
             ---------------------------            ----------------------------
Date:          March 20, 2000                 Date:     03/23/00
             ---------------------------            ----------------------------
                                                                        AMP-MM98


<PAGE>


6.  INDEMNITY:  Lessee  assumes  liability for, and agrees at its own expense to
indemnify and defend Amplicon. its employees,  officers,  directors and assigns,
from and against any and all claims, liabilities,  losses, damages, and expenses
(including  legal  expenses)  of  every  kind  or  nature  (including,   without
limitation,  claims  based  upon  strict  liability)  arising  out of  the  use,
condition  (including  latent and other defects,  whether or not discoverable by
Lessee or Amplicon), operation or ownership of any items of Property (including,
without limitation,  any claim for patent,  trademark or copyright infringement)
or for any interruptions of service, loss of business or consequential  damages.
These indemnities and assumptions survive the termination of this Lease.

7. PERFORMANCE OF LESSEE'S  OBLIGATI0NS BY AMPLICON:  If Lessee fails to perform
any of its obligations  under this Lease,  Amplicon may, at its option,  perform
them for Lessee without waiving Lessee's  default.  Any amount paid by Amplicon,
and any expense  (including  reasonable  attorneys' fees) or any other liability
incurred by Amplicon as a result of its performance of Lessee's obligations will
be payable by Lessee to Amplicon upon demand.

8. FURTHER ASSURANCES AND NOTICES:  Lessee's signing of this Lease constitutes a
firm offer.  In  consideration  of  Amplicon's  time and effort in reviewing and
acting on the offer,  Lessee  agrees  that its offer is  irrevocable  for twenty
business  days  after  Amplicon's  receipt  of  the  offer  and  of  all  credit
information  requested by Amplicon.  Amplicon's signing of the Lease,  including
the Schedule,  constitutes  acceptance of Lessee's offer.  Lessee agrees to sign
and provide any  documents,  which Amplicon  deems  necessary for  confirmation.
assignment and assurance of performance by Lessee of its  obligations  under the
Lease or for  perfection  of this  Lease  and the  Property  including,  but not
limited,  to the signing and filing of Uniform  Commercial  Code (UCC) Financing
Statements  (which Lessee agrees may be signed by Amplicon on Lessee's  behalf).
Lessee  authorizes  Amplicon to insert applicable dates as necessary to complete
all documentation for the Lease. Prior to Amplicon's acceptance of the Lease and
for the duration of the Lease,  Lessee agrees to promptly  provide Amplicon with
all credit  information  reasonably  requested  by Amplicon  including,  but not
limited to, comparative audited financial statements for the most current annual
and interim reporting  periods.  Lessee's failure to provide such information to
Amplicon is an event of default under the Lease. All notices to Amplicon must be
in writing and sent certified mail return receipt requested to the address shown
above or such other address as to which Lessee has been notified in writing.

9.  DEFAULT:  If rent or any other amount is not paid within ten days of its due
date,  Lessee agrees to pay a late charge equal to five percent (5%) (changed to
one and one half percent 1 1/2%) of the unpaid  amount.  Each month  thereafter,
past due amounts remaining unpaid hereunder shall bear interest at the lesser of
one and one half percent (1 1/2%) per month,  compounded  monthly or the maximum
rate allowed by law. An Event of Default shall occur if: (a) Lessee fails to pay
any rent or other payment under the Lease when due and the failure continues for
ten days;  (b)  Lessee  fails to  perform or  observe  any of the  covenants  or
obligations  in this Lease  other than  Lessee's  rental  obligations,  and such
failure is not cured within ten days after written notice has been provided; (c)
Lessee makes an assignment for the benefit of its creditors,  files any petition
or takes any action under any bankruptcy, reorganization or insolvency laws; (d)
an involuntary  petition is filed under any bankruptcy statute against Lessee or
any receiver,  trustee or custodian is appointed to take  possession of Lessee's
properties, unless such petition or appointment is set aside or withdrawn within
sixty days of said filing or appointment; (e) Lessee attempts to or does remove,
transfer, sell, sublicense, encumber, part with possession, or sublet any of the
Property;  (f) Lessee  attempts to assign or transfer this Lease or its interest
under the Lease or moves any of the Property from the  location(s)  set forth on
the Schedule without Amplicon's prior written consent: or (g) Lessee undergoes a
sale,  buyout,  change in control,  or change in ownership of any type,  form or
manner which, as judged solely by Amplicon,  results in a material deterioration
in Lessee's credit worthiness.

10. REMEDIES: Upon an Event of Default, Amplicon may exercise at its sole option
any one or more of the remedies  permitted by law,  including but not limited to
the following:  (a) through legal action,  enforce  performance by Lessee of the
applicable  covenants and  obligations of this Lease or recover  damages for the
breach of those covenants or  obligations;  (b) terminate the Lease and Lessee's
rights under the Lease; (c) by notice in writing to Lessee,  recover all amounts
due on or before the date Amplicon  declared this Lease to be in default,  plus,
as liquidated damages for the loss of a bargain and not as a penalty, accelerate
and declare to be immediately due and payable all rentals and other sums payable
under the Lease without any presentment,  demand, protest or further notice (all
of which are hereby  expressly  waived by Lessee),  at which time the same shall
become  immediately  due and payable;  and (d) take immediate  possession of the
Property,  or any part of the Property,  from Lessee free from claims by Lessee.
In  the  case  of  Software,  it  is  agreed  that  Lessee's  unauthorized  use,
disclosure,  or transfer of the Software will cause Amplicon significant damages
which,  at the time the parties enter the Lease,  are  impossible to quantify or
predict.  Therefore,  if Lessee is found to be using (in any  manner) all or any
portion of the  Software  after the  termination  of this Lease,  or if Supplier
terminates a license of Lessee's right to use the Software for an alleged breach
of the use, disclosure,  or transfer restrictions imposed on Lessee, the parties
hereby agree that liquidated  damages shall be payable  immediately by Lessee to
Amplicon  in an amount  which is equal to two times the amount  paid by Amplicon
for the Software. The exercise of any of the foregoing remedies by Amplicon will
not constitute a termination of this Lease unless Amplicon so notifies Lessee in
writing.  If Amplicon  repossesses  the Property,  Amplicon may rent or sell the
Property  in such a manner  and at such  times as  Amplicon  may  determine  and
without notice to Lessee. In the event Amplicon rents the Property,  any rentals
received by Amplicon for the remaining  Term(s) of the Schedule shall be applied
to the payment of: (i) all costs and expenses (including  reasonable  attorneys'
fees) incurred by Amplicon in enforcing its remedies under this Lease,  and (ii)
the rentals for the  remainder of the Term(s) and all other sums then  remaining
unpaid  under this  Lease.  All  rentals  received  by  Amplicon  for the period
commencing  after the remaining  Term(s)  shall be retained by Amplicon.  Lessee
will remain  liable to Amplicon to the extent that the  aggregate  amount of the
sums  referred to in clauses  (i) and (ii) above  exceed the  aggregate  rentals
received by Amplicon under such agreements for the remaining Term(s)  applicable
to the Property covered by such agreements. In the event that Amplicon sells the
Property, the proceeds will be applied to the sum of: (1) all costs and expenses
(including  reasonable  attorneys'  fees)  incurred by Amplicon in enforcing its
remedies  under this Lease and in  disposing  of the  Property,  (2) the rentals
accrued under this Lease, but unpaid up to the time of such disposition, (3) any
and all other sums other than rentals then owing to Amplicon by Lessee under the
Lease,  and (4) the  stipulated  value as would be  determined in the event of a
Casualty  Occurrence (as defined in the terms and conditions to the Schedule) on
the date of the Property's disposition.  The remaining balance of such proceeds,
if any, will be applied first to reimburse  Lessee for any sums  previously paid
by Lessee as liquidated  damages (as set forth in (c) above),  and any remaining
amounts will be retained by Amplicon.  Lessee will remain  liable to Amplicon to
the extent  that the  aggregate  amount of the sums  referred  to in clauses (1)
through (4) above exceeds the proceeds  received by Amplicon in connection  with
the disposition of the Property.  Amplicon's remedies under this Lease shall not
be deemed exclusive.  Waiver of any default or breach of this Lease shall not be
construed as a waiver of subsequent or continuing defaults or breaches.

11. DISPUTE  RESOLUTION:  THE PARTIES AGREE THAT ALL DISPUTES,  WHETHER BASED IN
TORT OR CONTRACT, RELATING TO OR ARISING OUT OF THIS LEASE (COLLECTIVELY, "LEASE
DISPUTES")  WILL  BE  SUBMITTED  TO THE  ORANGE  COUNTY,  CALIFORNIA  OFFICE  OF
ENDISPUTE, INC., DBA J-A-M-S/ENDISPUTE ("JAMS") FOR A TRIAL OF ALL ISSUES OF LAW
AND FACT  CONDUCTED  BY A  RETIRED  JUDGE  OR  JUSTICE  FROM THE  PANEL OF JAMS,
APPOINTED  PURSUANT  TO A  GENERAL  REFERENCE  UNDER  CALIFORNIA  CODE OF  CIVIL
PROCEDURE  SECTION  638(1) (OR ANY  AMENDMENT,  ADDITION  OR  SUCCESSOR  SECTION
THERETO)  UNLESS AMPLICON OR ITS ASSIGNEE  SELECTS AN ALTERNATIVE  FORUM. IF THE
PARTIES  ARE  UNABLE TO AGREE ON A MEMBER OF THE JAMS  PANEL,  THEN ONE SHALL BE
APPOINTED BY THE PRESIDING JUDGE OF THE CALIFORNIA SUPERIOR COURT FOR THE COUNTY
OF ORANGE.  IN THE EVENT THAT JAMS IN THE COUNTY OF ORANGE CEASES TO EXIST, THEN
THE PARTIES  AGREE THAT ALL LEASE  DISPUTES  WILL BE FILED AND  CONDUCTED IN THE
CALIFORNIA  SUPERIOR  COURT FOR THE COUNTY OF  ORANGE,  UNLESS  AMPLICON  OR ITS
ASSIGNEE SELECTS AN ALTERNATIVE  FORUM.  LESSEE AGREES TO SUBMIT TO THE PERSONAL
JURISDICTION  OF THE CALIFORNIA  SUPERIOR COURT FOR ALL LEASE  DISPUTES.  LESSEE
WANES ITS RIGHTS TO A JURY TRIAL IN ANY ACTION  ARISING  OUT OF OR  RELATING  TO
THIS LEASE.  If any party to this Lease  brings any action to enforce any of the
terms,  or to recover for any breach,  then the prevailing  party is entitled to
recover from the other party reasonable attorneys' fees and costs, including all
JAMS-related costs and costs of collection  (including judgment  enforcement and
collection costs).

12. MISCELLANEOUS:  All agreements,  representations and warranties contained in
this  Lease,  or in any  document  or  certificate  delivered  pursuant to or in
connection  with this Lease,  shall  expressly  survive the  termination of this
Lease. If any provision of this Lease is determined by competent authority to be
unenforceable,  such determination shall not invalidate the remaining provisions
of the Lease.  To the extent  permitted by  applicable  law,  Lessee  waives any
provision of law which renders any provision hereof  prohibited or unenforceable
in any  respect.  This Lease has been  entered  into and shall be  performed  in
California and, therefore,  THIS LEASE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
SHALL  BE  GOVERNED  BY THE  LAWS  OF THE  STATE  OF  CALIFORNIA  (EXCLUSIVE  OF
PRINCIPLES  OF CONFLICT OF LAWS).  Time is of the essence of this Lease and each
provision thereof.


<PAGE>
Amplicon Financial

                                                                        LEASE
5 HUTTON CENTRE DRIVE, SUITE 500 o SANTA ANA, CALIFORNIA 92707          SCHEDULE
714.751-7551 o 800.755-5055   FACSIMILE 714.751-7557
                                                                         NO.  01








 LESSEE                                                 CONTACT
       Valuestar, Inc.                                  Michael J. Kelly
 STREET                                                 PHONE NO.
       360 22nd Street, 2nd Floor                       (510) 808-1300
 CITY                 STATE     COUNTY       ZIP        FACSIMILE NO.
       Oakland        CA        Alameda      94612      510 808-1400

  A. This  Schedule  is issued  with  respect to the Lease         dated
  Agreement  Order No.  VL_00618                                  03/23/00

  All of the terms of the Lease Agreement are incorporated into this Schedule as
  if fully  reflected on the Schedule.  The terms of this Schedule and the Lease
  Agreement combine to form an individual Lease with an independent Term.

  B. Any  Deposit  under this  Schedule  shall be  returned  to Lessee  (without
  interest  thereon) if Amplicon does not accept this Schedule.  Upon acceptance
  of this Lease by Amplicon any such Deposit shall be applied to the rent due in
  the last month of the Term unless otherwise specified herein.

  C. Term (months):   Twenty-four (24)

  D. Deposit:         $ 24,864.00

  E. Monthly Rent:    $ 24,864.00

  F Property:         Total Property Cost: $592,000.00

                  Quantity       Property Description           Serial #

   Property to consist of Davox Call Center Software and Related Softcosts to be
   more fully described on Exhibit "A" to related documents at a later date.

  G. AT THE  EXPIRATION  OF THE TERM OR, IF EXTENDED,  AT THE  EXPIRATION OF THE
  EXTENSION  TERM LESSEE SHALL:  (I) PURCHASE ALL, BUT NOT LESS THAN ALL, OF THE
  PROPERTY  FOR A PRICE  EQUAL TO 10 % OF THE TOTAL COST PAID BY  AMPLICON  WITH
  RESPECT TO THE PROPERTY,  PLUS ALL APPLICABLE  SALES/USE TAXES THEREON AND ALL
  ACCRUED BUT UNPAID INTEREST,  TAXES, PENALTIES AND/OR OTHER SUMS DUE UNDER THE
  LEASE;  (II)  PROMPTLY  RETURN ALL, BUT NOT LESS THAN ALL, OF THE PROPERTY AND
  LEASE REPLACEMENT  PROPERTY FROM AMPLICON WHICH HAS A COST EQUAL TO OR GREATER
  THAN THE ORIGINAL TOTAL COST OF THE PROPERTY; OR (III) EXTEND THE SCHEDULE FOR
  A PERIOD OF ONE ADDITIONAL  YEAR AT THE RENTAL RATE  DELINEATED  HEREIN.  WITH
  RESPECT  TO  OPTION  (ll),  LESSEE  AND  AMPLICON  SHALL  EACH  HAVE  ABSOLUTE
  DISCRETION  REGARDING  THEIR  AGREEMENT OR LACK OF AGREEMENT TO THE TERMS OF A
  LEASE FOR REPLACEMENT  PROPERTY.  IF LESSEE HAS NOT ELECTED OPTION (I) OR (II)
  BY THE END OF THE TERM OR, IF EXTENDED,  THE EXTENSION TERM, THEN OPTION (lll)
  SHALL PREVAIL.  THEREAFTER, THIS LEASE WILL CONTINUE SUBJECT TO TERMINATION BY
  EITHER  LESSEE OR AMPLICON AT THE END OF ANY MONTH,  PROVIDED AT LEAST  NINETY
  DAYS' PRIOR WRITTEN NOTICE IS DELIVERED TO THE OTHER PARTY

THE  INDIVIDUAL  SIGNING BELOW  CERTIFIES  THAT HE OR SHE HAS READ THIS SCHEDULE
(INCLUDING  THE  TERMS ON THE  REVERSE  SIDE) AND THE  LEASE  AGREEMENT,  AND IS
AUTHORIZED TO SIGN THIS SCHEDULE ON BEHALF OF LESSEE.

THIS  SCHEDULE  ALONG WITH THE LEASE  AGREEMENT  CONTAIN  THE  ENTIRE  AGREEMENT
BETWEEN  AMPLICON AND LESSEE WITH  RESPECT TO THE SUBJECT  MATTER  HEREOF.  THIS
AGREEMENT CAN ONLY BE MODIFIED IN WRITING,  WITH SUCH MODIFICATIONS  SIGNED BY A
PERSON  AUTHORIZED  TO SIGN  AGREEMENTS ON BEHALF OF LESSEE AND BY AN AUTHORIZED
SIGNER OF AMPLICON.  NO ORAL OR OTHER  WRITTEN  AGREEMENTS,  REPRESENTATIONS  OR
PROMISES SHALL BE RELIED UPON OR BE BINDING ON THE PARTIES UNLESS MADE A PART OF
THIS  LEASE BY A WRITTEN  MODIFICATION  SIGNED BY AN  AUTHORIZED  SIGNER OF BOTH
LESSEE AND AMPLICON.

              LESSEE/OFFEROR                           AMPLICON, INC.
 OFFER:                                    ACCEPTANCE:
           Valuestar, Inc.

 Signature:    /s/ Michael Kelly           Signature:   /s/ Darren S. Higuchi
            --------------------------                --------------------------
 Name:         Michael J. Kelly                         Darren S. Higuchi
            --------------------------                --------------------------
 Title:        Secretary/Controller        Title:       Assistant Vice President
            --------------------------                --------------------------
 Date:         March 20, 2000              Date:        03/23/00
            --------------------------                --------------------------

                                                                        Rev. AMP
                                                                            D/98
                                       8
<PAGE>


TERMS AND CONDITIONS
APPLICABLE TO THIS LEASE SCHEDULE

H. RIGHT TO INSPECT THE PROPERTY:  Amplicon may during reasonable business hours
enter upon any  premises  where the Property is located;  to confirm  compliance
with the terms of the Lease.

I. TAXES ON THE PROPERTY:  All fees,  assessments  and taxes (except those based
upon the net income of Amplicon)  which may now or  hereafter  become due or are
imposed upon the ownership,  sale,  possession and/or use of the Property are to
be paid by Lessee.  While Lessee will be responsible for payment of all personal
property taxes,  Amplicon will file all personal property tax returns.  Amplicon
is not  responsible  for  contesting  any  valuation  of, or tax imposed on, the
Property (but may do so strictly as an  accommodation to Lessee) and will not be
liable or accountable to Lessee  therefor.  Amplicon retains any and all federal
and state tax credits or benefits relating to the Property.

J. USE,  OPERATION AND  MAINTENANCE OF THE PROPERTY:  Lessee at its own expense,
will provide a suitable  place for the  operation of the  Property,  and keep in
force for the  duration of the Lease the best  standard  Supplier's  maintenance
agreement(s) which will cause the Supplier(s) to make all the necessary repairs,
adjustments,  and replacements in accordance with such maintenance  agreement(s)
and  entitle  Lessee  (through  Amplicon,  if  necessary)  to  obtain  available
enhancements, updates, upgrades and changes.

K. ADDITIONS AND MODIFICATIONS TO THE PROPERTY:  All additions and modifications
to the  Property  become  a part of the  Property  and are  owned  by  Amplicon.
Software,  as described  on any  Schedule(s),  includes all updates,  revisions,
upgrades,   new  versions,   enhancements,   modifications,   derivative  works,
maintenance fixes, translations,  adaptations, and copies of the foregoing or of
the  original  version  of the  Software  whether  obtained  from the  Supplier,
licensor or from any source whatsoever, and references in this Lease to Software
will be interpreted as references to any and all of the foregoing. All additions
and  modifications to the Property must be free and clear of any liens or rights
of other parties.

L. INSURING THE PROPERTY:  While the Property is in transit and for the duration
of the Lease. Lessee at its own expense shall maintain (i) comprehensive  public
liability  insurance (naming Amplicon or its assigns as additional  insured) for
bodily  injury  and  property  damage  resulting  from the  maintenance.  use or
transport  of the Property and (ii)  property  and  casualty  insurance  (naming
Amplicon  and/or its assigns as sole loss payee)  covering  all risks of loss or
damage to the Property from any cause whatsoever including,  without limitation,
fire and  theft.  All  insurance  will be from an  insurer(s)  and in a form and
amount  satisfactory to Amplicon.  Lessee shall deliver to Amplicon the original
policies or  certificates  of such  insurance  (and each renewal or  replacement
thereof)  and  evidence  of the  payment  of the  premiums  for  such  insurance
policies.   All  policies  will  provide  that  no   cancellation   or  material
modification  of such  insurance  shall be effective  without  thirty days prior
written notice to Amplicon.

M. RISK OF LOSS TO THE PROPERTY: While the Property is in transit and throughout
the duration of the Lease.  Lessee assumes all responsibility for loss or damage
or other Casualty Occurrence.  as defined herein, to the Property and shall hold
Amplicon harmless.  A Casualty  Occurrence occurs if, for any reason whatsoever,
any  of  the  Property  is  lost,  stolen,  requisitioned.  taken,  confiscated,
destroyed  or  irreparably  damaged  by any  cause  whatsoever.  In the  case of
Software.  the  erasure,  inoperability  or  other  incapacity  of the  Software
triggered by a preprogrammed  termination or limiting design or routine embedded
in the Software is also deemed a Casualty Occurrence. In the event of a Casualty
Occurrence  as to any  Property,  Lessee  will  immediately  inform  Amplicon in
writing.  On the next  succeeding  rental  payment date,  Lessee will (i) either
replace the Property  with  like-kind  Property,  free and clear of any liens or
rights of other  parties,  acceptable  to Amplicon or  Amplicon's  assignee  and
continue to pay all rentals  without  interruption as they come due, or (ii) pay
to  Amplicon  all past due  rentals  and other  amounts  then late or due and an
amount equal to the  stipulated  value as  determined  by the Casualty  Schedule
annexed to the Lease  ("Stipulated  Value").  When Lessee  makes this payment to
Amplicon,  the  rentals  cease to accrue  and the  Lease  with  respect  to that
Schedule ends. Insurance proceeds received by Amplicon as a result of a Casualty
Occurrence will be applied to reduce  Lessee's  obligation to pay the Stipulated
Value.

N.  OWNERSHIP OF THE PROPERTY:  Amplicon at all times retains  ownership,  title
and/or  control over Lessee's  right to use the Property in accordance  with the
terms of the  Lease.  Lessee  shall  protect  and  defend,  at its own  expense.
Amplicon's  title and/or rights in the Property against all claims and liens and
keep the Property  free and clear of all such claims and liens.  The Property is
and shall remain personal  property of Amplicon.  To the extent Software subject
to this  Lease  may also be the  subject  of a  license  agreement  between  the
Supplier and Lessee, Lessee acknowledges that the license to use the Software is
being  provided to Lessee  solely  because of  payments  made by Amplicon to the
Supplier  and,  accordingly,  Lessee agrees that Amplicon has an interest in the
license.  Lessee agrees that if it or any of its affiliates receives anything of
value from the Supplier (including without limitation. a trade-in, substitution,
discount or upgrade  allowance)  other than Lessee's  rights to use the Software
reflected on the  Schedule  for the  duration of this Lease,  Lessee will advise
Amplicon and pay to Amplicon an amount equal to such  additional  value obtained
by Lessee.  Lessee  agrees  that it will not  surrender,  transfer or modify the
license agreement without first obtaining the written consent of Amplicon.

O. RETURN OF PROPERTY:  If Lessee  elects to return the Property as provided for
in the Lease,  Lessee will discontinue the use of the Property,  pay to Amplicon
an  inspection,  refurbishment  and  restocking fee equal to five percent of the
Property's  original  cost,  and  immediately,  at its  own  expense,  ship  the
Property, with all manuals,  cables, cartons and packing materials as originally
furnished by Supplier, to a location within the United States in accordance with
the Property return instructions  provided by Amplicon. In the case of Software,
Lessee will destroy all intangible  Software items,  and deliver to Amplicon all
tangible items constituting  Software.  At Amplicon's request,  Lessee will also
certify in a written  form  acceptable  to Amplicon  that:  (i) all the tangible
Software has been delivered to Amplicon;  (ii) all intangible  records have been
destroyed;  (iii) Lessee has not retained the Software in any form;  (iv) Lessee
will not use the Software after termination and (v) Lessee has not received from
Supplier(s)  anything  of value  relating to or in exchange  for  Lessee's  use,
rental or possession of the Software during the duration of the Lease (including
a trade-in,  substitution or upgrade allowance).  Until Lessee has complied with
all of the requirements of this Section,  rent payment obligations will continue
from month to month at the rental rate delineated on the Schedule.

P. ASSIGNMENT OF LEASE AND/OR PROPERTY: AMPLICON MAY ASSIGN ANY OF ITS RIGHTS IN
THE LEASE  AND/OR  THE  PROPERTY  TO AN  ASSIGNEE  ("ASSIGNEE").  LESSEE  HEREBY
CONSENTS TO SUCH ASSIGNMENT AND FURTHER AGREES AS FOLLOWS: (1) ASSIGNEE DOES NOT
ASSUME  ANY OF THE  OBLIGATIONS  OF  AMPLICON  UNDER THE  LEASE;  (2) TO PAY ALL
ASSIGNED  MONIES DUE UNDER THE LEASE  UNCONDITIONALLY  WITHOUT OFFSET AND LESSEE
FURTHER AGREES THAT SUCH MONIES SHALL BE PAYABLE  NOTWITHSTANDING ANY DEFENSE OR
COUNTERCLAIM  WHATSOEVER  WHETHER BY REASON OF BREACH OF THE LEASE, THE EXERCISE
OF ANY RIGHT  HEREUNDER,  OR OTHERWISE,  WHICH LESSEE MAY NOW OR HEREAFTER  HAVE
AGAINST  AMPLICON  (LESSEE  RESERVES  ITS RIGHT TO ASSERT  ANY SUCH  DEFENSE  OR
COUNTERCLAIM DIRECTLY AGAINST AMPLICON);  (3) TO PROVIDE AMPLICON WITH A COPY OF
ANY NOTICES SENT BY LESSEE TO ASSIGNEE UNDER THE LEASE;  (4) THAT SUBJECT TO AND
WITHOUT  IMPAIRMENT OF LESSEE'S  LEASEHOLD RIGHTS IN AND TO THE PROPERTY COVERED
UNDER THE LEASE,  LESSEE SHALL HOLD SAID PROPERTY AND THE POSSESSION THEREOF FOR
THE  ASSIGNEE  TO THE  EXTENT OF THE  ASSIGNEE'S  RIGHTS  THEREIN,  AND (5) SUCH
ASSIGNMENT DOES NOT CHANGE LESSEE'S OBLIGATIONS UNDER THIS LEASE OR INCREASE THE
BURDEN  AND RISKS  IMPOSED  ON  LESSEE,  WITHOUT  THE PRIOR  WRITTEN  CONSENT OF
AMPLICON, LESSEE SHALL NOT ASSIGN THIS LEASE OR ITS INTEREST IN THE LEASE IN ANY
FORM OR MANNER  INCLUDING,  BUT NOT  LIMITED  TO, AN  ASSIGNMENT  DUE TO A SALE,
MERGER,  LIQUIDATION,  SUB-LEASE,  LEVERAGED  BUYOUT,  CHANGE  OF  OWNERSHIP  OR
CHANGE-IN-CONTROL.


<PAGE>


                                  ADDENDUM "A"
                                       TO
                             LEASE SCHEDULE NO. _01
                                       TO
                       LEASE AGREEMENT ORDER NO. VL-00618

This Addendum is  supplemental  to and made a part of Lease  Agreement Order No.
VL-00618  dated  03/23/00  (the  "Agreement"),  Lease  Schedule(s)  No. 01 dated
03/23/00  and other  related  documents  under  the  Lease  and  Lease  Schedule
(collectively forming the "Lease").  The parties to the Lease include Valuestar,
Inc. ("Lessee") and Amplicon, Inc.

Capitalized  terms  used in this  Addendum  without  definition  shall  have the
meanings set forth in then Lease, unless specifically modified. This Addendum is
to be construed as supplemental to, and part of, the Lease.

Throughout  the  term  of  the  Lease,  as  security  for  Lessee's  obligations
hereunder,   Lessee  agrees  to  maintain  at  its  sole  cost  and  expense  an
unconditional  and irrevocable stand by letter of credit ("Letter of Credit") in
the  amount  of  Two-Hundred   Ninety-Six   Thousand  and  00/100  U.S.  Dollars
($296,000.00),  in  form,  substance,  and  issued  by a  bank  satisfactory  to
Amplicon,  Inc. Lessee agrees to obligate the issuer to notify Amplicon, Inc. in
writing at least ninety (90) days in advance of any date of  expiration  of such
Letter of Credit that such Letter of Credit has not been renewed. In addition to
the  provisions of Section 9 of the  Agreement,  it shall be an Event of Default
hereunder if Amplicon,  Inc. does not receive a satisfactory  replacement Letter
of Credit, at least sixty (60) days in advance of any expiration or cancellation
of any Letter of Credit issued  pursuant to this Lease. If there is any Event of
Default  under the  Lease,  Amplicon,  Inc.  may draw all or part of the  amount
available  under such  Letter of Credit,  and may pursue any or all of its other
remedies available.  Amplicon, Inc. may draw upon the Letter of Credit to obtain
payment of any amounts due and unpaid under the Lease.

In all other respects,  the terms and conditions of the Lease, as originally set
forth,  shall  remain in full force and effect.  The Lease sets forth the entire
and final  understanding  between the parties with respect hereto.  The terms of
this Addendum have been  negotiated  and jointly  drafted by Amplicon,  Inc. and
Lessee and,  therefore,  the language of the Addendum  shall not be construed in
favor or against  either party.  The  undersigned  represent  that they have the
authority to enter into this Lease,  and that the same shall be legally  binding
and enforceable on the respective principals.

IN WITNESS WHEREOF,  the parties hereto, by their authorized  signatories,  have
executed  this  Addendum  "A" at the  date  set  forth  below  their  respective
signatures.

           LESSEE:
           Valuestar, Inc.                            Amplicon, Inc.
           ---------------                            --------------

By:        /s/ Michael Kelly                 By:      /s/ Darren S. Higuchi
      ------------------------------               -----------------------------
Name:      Michael J. Kelly                  Name:    Darren S. Higuchi
      ------------------------------               -----------------------------
Title:     Secretary/Controller              Title:   Assistant Vice President
      ------------------------------               -----------------------------
Date:      March 20, 2000                    Date:    03/23/00
      ------------------------------               -----------------------------



<PAGE>


                                                                     INITIAL DSH

                                  ADDENDUM "A"
                                (Changed to "B")

                                 WITH RESPECT TO

                       LEASE AGREEMENT ORDER NO. VL-00618

                            AND LEASE SCHEDULE NO. 01

This Addendum is  supplemental  to and made a part of Lease  Agreement Order No.
VL-00618,  dated  03/23/00  (the  "Agreement"),  Lease  Schedule  No. 01,  dated
03/23/00 and other related  documents  under the  Agreement  and Lease  Schedule
(collectively  the "Lease").  The parties to the Lease include  Valuestar.  Inc.
("Lessee") and Amplicon, Inc. ("Amplicon").

Capitalized  terms  used in this  Addendum  without  definition  shall  have the
meanings set forth in the Lease, unless specifically modified.  This Addendum is
to be construed as supplemental to, and a part of, the Lease.

Lessee and Amplicon  acknowledge and agree that the Lease is hereby amended with
respect to Lease Schedule No. 01, as follows:

         On the front page of the Lease  Schedule,  delete  paragraph  G. in its
         entirety, and replace it with the following language:

         "G. AT THE EXPIRATION OF THE TERM, ONE FINAL PAYMENT OF $59,200.00 (10%
         OF  ORIGINAL  COST OF THE  PROPERTY),  PLUS ALL ACCRUED BUT UNPAID LATE
         CHARGES,  INTEREST,  TAXES,  PENALTIES  AND/OR OTHER SUMS DUE AND OWING
         UNDER THE  LEASE,  SHALL  BECOME  DUE,  OWING AND  PAYABLE BY LESSEE TO
         AMPLICON OR AMPLICON'S ASSIGNEE, IF APPLICABLE, FOR WHICH AMPLICON WILL
         PASS ITS TITLE IN THE PROPERTY TO LESSEE."

In all other  respects,  the terms and  conditions  of the Lease,  as originally
written,  shall  remain in full force and effect.  The Lease as amended  herein,
sets forth the entire and final  understanding  between the parties with respect
hereto.  The terms of this Addendum have been  negotiated and jointly drafted by
Amplicon and Lessee and,  therefore,  the language of the Addendum  shall not be
construed in favor or against either party. The undersigned  represent that they
have the  authority to enter into the Lease,  and that the same shall be legally
binding and enforceable on the respective principals.

IN WITNESS WHEREOF the parties hereto,  by their  authorized  signatories,  have
executed this Addendum at the date set forth below their respective signatures.

LESSEE:    Valuestar Inc.                               Amplicon, Inc.


BY:        /s/ Michael Kelly                  BY:      /s/ Darren S. Higuchi
        ---------------------------                 ----------------------------
NAME:      Michael J. Kelly                   NAME:     Darren S. Higuchi
        ---------------------------                 ----------------------------
TITLE:     Secretary/Controller               TITLE:    Assistant Vice President
        ---------------------------                 ----------------------------
DATE:      March 20, 2000                     DATE:     03/23/00
        ---------------------------                 ----------------------------