EXHIBIT 4.3
                              (Individual Notes Differ as to Name of Noteholder)

THIS NOTE AS AMENDED,  WARRANTS AND THE SHARES  ISSUABLE  UPON WARRANT  EXERCISE
HAVE NOT BEEN REGISTERED WITH THE U.S.  SECURITIES AND EXCHANGE COMMISSION UNDER
THE U.S. SECURITIES ACT OF 1933 ("ACT"), AND THEY MAY NOT BE TRANSFERRED,  SOLD,
OFFERED  FOR SALE,  PLEDGED OR  HYPOTHECATED  IN THE  ABSENCE OF A  REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES  UNDER SUCH ACT OR AN OPINION
OF COUNSEL  SATISFACTORY TO THE BORROWER THAT SUCH  REGISTRATION IS NOT REQUIRED
OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.


                              VALUESTAR CORPORATION
                              AMENDED AND RESTATED
                               12% PROMISSORY NOTE
                                      WITH
                     NON-DETACHABLE STOCK PURCHASE WARRANTS

                               Due MARCH 31, 2001

Originally dated March 31, 1997                                     US$50,000.00
and Amended and Restated as of July 6, 1998
Alameda, California


   FOR  VALUE  RECEIVED,   ValueStar   Corporation,   the  undersigned  Colorado
corporation (together with all successors,  "Borrower"),  hereby promises to pay
to the order of _________________,  or her successors or assigns  (collectively,
"Noteholder") at 980 American Pacific Drive, Suite 111, Henderson,  Nevada or at
such other  address or addresses as  Noteholder  may  subsequently  designate in
writing to Borrower,  the full and true sum of Fifty Thousand and NO/100 Dollars
($50,000.00),  due and  payable in one (1)  installment  on or before  March 31,
2001, unless sooner accelerated  ("Maturity Date"), plus simple interest thereon
at the rate of twelve percent (12.00%) per annum, in lawful monies of the United
States of  America.  Interest  shall be payable in  monthly  installments,  each
respectively  due on 16th day of each month during the term of this Note. If the
Maturity Date should fall on a weekend or national holiday, payment shall be due
on the following business day.

     1. Any payment shall be deemed timely made if received by Noteholder within
fifteen (15) calendar days of the due date.  Payments  received shall be imputed
first  to  interest  payments  then  due,  and next to the  remaining  principal
balance.

     2. Borrower may prepay the principal amount due under this Note at any time
or from time to time in full or in part without penalty, premium or permission.

     3.  Should  interest  not be  timely  paid it shall  thereafter  bear  like
interest as the  principal,  but such unpaid  interest so  compounded  shall not
exceed an amount equal to simple interest on the unpaid principal at the maximum
rate  permitted by law. The entire  unpaid  principal  balance  hereunder  shall
become  immediately  due and  payable at the option  and  written  demand of the
Noteholder if Borrower fails to pay any interest when due.

     4. (a) The Noteholder is entitled to purchase,  on or before  September 30,
1998 five  thousand  (5,000)  shares of the  common  stock  ("Common  Stock") of
Borrower  upon  exercise of this  Warrant  along with  presentation  of the full
purchase  price or in the manner  prescribed by paragraph 5 below.  The purchase
price of the common stock upon  exercise of this Warrant  ("Warrant  Shares") is
equal to the Seventy Five Cents ($0.75) per share (the "Exercise Price").  These
Warrants are granted to  Noteholder  for valuable  consideration  received.  The
Noteholder,  as  consideration  for  extending  the date of this  Note,  is also
entitled to purchase,  on or before March 31, 2001 twenty five thousand (25,000)
shares of the common stock  ("Common  Stock") of Borrower  upon exercise of this
Warrant  along with  presentation  of the full  purchase  price or in the manner
prescribed  by paragraph 5 below.  The  purchase  price of 

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<PAGE>

the common  stock upon  exercise of this  Warrant is equal to the One Dollar and
Twenty Five Cents ($1.25) per share (the "Exercise Price").

         (b) These  Warrants may be exercised one time, in whole only as to each
Warrant,  on any business day on or before the  expiration  date listed above in
the manner  prescribed in paragraph 5 or by presentation and surrender hereof to
the  Borrower  at its  principal  office of a written  exercise  request and the
Exercise  Price in lawful money of the United States of America in the form of a
wire transfer or check, subject to collection,  for the Warrant Shares specified
in the exercise request. Upon receipt by the Borrower of an exercise request and
representations,  together with proper  payment of the Exercise  Price,  at such
office, the Noteholder shall be deemed to be the holder of record of the Warrant
Shares, notwithstanding that the stock transfer books of the Borrower shall then
be closed or that  certificates  representing such Warrant Shares shall not then
be actually  delivered to the  Noteholder.  The  Borrower  shall pay any and all
transfer  agent  fees,  documentary  stamp or similar  issue or  transfer  taxes
payable in respect of the issue or delivery of the Warrant Shares.

         (c) The Exercise  Price and the number of Shares  purchasable  upon the
exercise of this  Warrant are subject to  adjustment  from time to time upon the
occurrence of the events enumerated in this paragraph.

         (i) In case the  Corporation  shall at any time  after the date of this
         Warrant:

            (A) Pay a  dividend  of its  shares  of its  Common  Stock or make a
            distribution  in shares of its  Common  Stock  with  respect  to its
            outstanding Common Stock;

            (B) Subdivide its outstanding shares of Common Stock;

            (C) Combine its outstanding shares of Common Stock; or

            (D) Issue any other shares of capital stock by  reclassification  of
            its shares of Common Stock;

         the  Exercise  Price in effect at the time of the  record  date of such
         dividend,  subdivision,   combination,  or  reclassification  shall  be
         proportionately  adjusted  so that  Noteholder  shall  be  entitled  to
         receive the aggregate  number and kind of shares which, if this Warrant
         had been  exercised  prior to such event,  Noteholder  would have owned
         upon such  exercise  and been  entitled  to  receive  by virtue of such
         dividend,   subdivision,   combination,   or   reclassification.   Such
         adjustment shall be made  successively  whenever any event listed above
         shall occur.

         (ii) In case of any  reorganization  of the Corporation,  or in case of
         any  reclassification  or change of  outstanding  Common Stock issuable
         upon  exercise of this  Warrant  (other than a change in par value,  or
         from par value to no par value,  or from no par value to par value,  or
         as a result of a subdivision  or split-up or  combination of the Common
         Stock),  or in case of any consolidation or merger of the Borrower with
         or into another  entity  (other than a  consolidation  or merger with a
         subsidiary  or a  continuing  corporation),  or in case of any  sale or
         conveyance  to  another  entity  of  all  or  substantially  all of the
         property  of  the   Corporation,   then,   as  a   condition   of  such
         reorganization,  reclassification, change, consolidation, merger, sale,
         or conveyance,  the Corporation or such successor or purchasing entity,
         as  the  case  may  be,  shall   forthwith   provide  to  Noteholder  a
         supplemental  warrant  (the  "Supplemental  Warrant")  which  will make
         lawful and adequate  provision whereby  Noteholder shall have the right
         thereafter to receive,  upon exercise of such Supplemental Warrant, the
         kind and amount of shares and other securities and property which would
         have been received upon such reorganization,  reclassification, change,
         consolidation,  merger,  sale, or conveyance by a holder of a number of
         shares of Common  Stock  equal to the  number of Shares  issuable  upon
         exercise  of this  Warrant  immediately  prior to such  reorganization,
         reclassification,  change, consolidation,  merger, sale, or conveyance.
         Such  Supplemental  Warrant shall include  provisions  for  adjustments
         which  shall  be as  nearly  equivalent  as may be  practicable  to the
         adjustments  provided for in this  paragraph.  The above  provisions of
         this paragraph  shall  similarly  apply to successive  reorganizations,
         reclassifications,  and  changes  of  Common  Stock  and to  successive
         consolidations, mergers, sales, or conveyances.

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<PAGE>

         (d) Noteholder has been advised and  understands  that the Warrants and
the Shares  purchasable  thereby are  characterized  as "restricted  securities"
under the federal  securities laws because they are being acquired from Borrower
in a transaction  not  involving a public  offering and that under such laws and
applicable  regulations such securities may be resold without registration under
the Act only in certain limited  circumstances.  Noteholder further  understands
that the  certificates  evidencing  the Shares will bear the  following  legend:
"These  securities  have not been  registered  under the Securities Act of 1933.
They may not be sold,  offered for sale,  pledged or hypothecated in the absence
of a registration  statement in effect with respect to the securities under such
Act or an opinion of counsel satisfactory to the Borrower that such registration
is not required or unless sold pursuant to Rule 144 of such Act." The Noteholder
understands  that the Borrower may place, and may instruct any transfer agent or
depository for the Shares to place,  a stop transfer  notation in the securities
records in respect of the Shares.

         (e) This  Warrant is  non-detachable  and may only be  exercised by the
Noteholder, her successors or assigns, at the time of exercise. Should this Note
be prepaid in full,  then upon  surrender  and  cancellation  of this Note,  the
Borrower  shall issue a separate  non-transferable  Warrant to the Noteholder on
the date of final payment.

     5.  (a) A portion of the principal amount of this Note may, at any time but
one time only and not in part,  be applied at the  option of the  Noteholder  to
exercise the Warrant Shares described in paragraph 4 above.

         (b)  Noteholder's  election to apply principal to the warrant  exercise
shall be made in writing which  unequivocally  expresses  Noteholder's intent to
effect the exercise.  Exercise shall be deemed to occur on the date such writing
is presented to Borrower.  Upon such exercise duly made,  Borrower shall deliver
such common stock to Noteholder. Borrower shall bear all expenses and charges of
issuing and delivering the warrant shares.

     6. This Note when duly  executed  and accepted by  Noteholder  replaces and
cancels  that  certain  Promissory  Note dated  September  10, 1996  between the
Borrower  and  Noteholder  in the same amount and  restates and cancels that 12%
Promissory  Note With  Non-Detachable  Stock  Purchase  Warrants dated March 31,
1997.  Noteholder  shall upon  receipt  and  acceptance  of this Note tender the
original of the previous notes to the Borrower for cancellation.

     7. In the event that this Note is placed with an attorney for collection or
that  Noteholder  resorts to legal  process in order to enforce any rights under
this Note, Borrower shall pay all reasonable costs,  including  attorneys' fees,
thereby incurred by the Noteholder.

     IN WITNESS WHEREOF,  the undersigned  Borrower has executed this Promissory
Note.

                              VALUESTAR CORPORATION



                               By /s/ JAMES STEIN
                                  Authorized Officer

Noteholder Acknowledgment:


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