Exhibit 4.24.1
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                               FIRST AMENDMENT TO
                             STOCK PURCHASE WARRANT

                 RIGHT TO PURCHASE 76,364 SHARES OF COMMON STOCK
                              DATED MARCH 31, 1999

THIS FIRST AMENDMENT to the Stock Purchase Warrant  Agreement  between ValueStar
Corporation (the "Corporation" or "Company") and _______________  (Holder) shall
be effective this 15th day of July 1999.  The Stock Purchase  Warrant is amended
as follows:

         Section 2 - Redemption  is hereby  amended to such that the  redemption
         may only be  triggered  by a Closing Bid Price (as  defined) of 363.63%
         (initially  $5.00) of the Warrant Exercise Price.  This amount shall be
         adjusted  consistent and proportionate to the adjustments  described in
         Section 3 therein.

In addition  the  following  two new  sections  are added to the Stock  Purchase
Warrant:

10. Registration Rights.

As long as the cashless  option  described in Section 1(b) of the Stock Purchase
Warrant is not exercised  then the holder shall have the following  registration
rights subject to the following lockup limitation.

Holder  shall have the right,  at any time and from time to time until March 31,
2004, to include all of the shares purchased or purchasable upon the exercise of
this Warrant ( the "Registrable  Shares") within any  Registration  Statement of
the  Corporation  filed by the  Corporation  covering shares of its Common Stock
other than a  Registration  Statement  filed solely with respect to any employee
benefit plan of the  Corporation or an offering solely related to an acquisition
or for  which  such  Registrable  Shares  cannot,  in the sole  judgment  of the
Company,  be  appropriately  registered.  The  Corporation  shall  promptly give
written  notice to Holder of any intended  registration  of its Common Stock not
less  than  thirty  (30) days  prior to the  anticipated  effective  date of the
Registration  Statement,  and Holder shall,  within fifteen (15) days of receipt
thereof,  notify the Corporation of the number of Registrable  Shares it desires
to include in the Registration Statement. The number of Registrable Shares which
may be  included  by  the  Holder  in any  such  Registration  Statement  may be
restricted  by the  Corporation  if,  (i) in the  opinion  of the  Corporation's
managing underwriter, the number of shares proposed to be sold by the Holder and
by the Corporation in such offering  exceeds the number of securities  which can
be sold in such  offering or (ii) in the sole opinion of the  Corporation,  such
registration  would  conflict  with the  rights or  impair  the  success  of any
registration  effected by the Corporation,  whether pursuant to the registration
rights granted under that certain  Shareholders  Agreement dated March 31, 1999,
and any amendments  thereto or otherwise.  In such event, the Registrable Shares
of Holder to be included within such Registration Statement shall not exceed the
number  approved for inclusion  therein by the  Corporation  and/or its managing
underwriter in their sole  discretion.  Except for the expenses of each Holder's
underwriting fees, discounts, or commissions relating to its sale of Registrable
Shares,  all costs or expenses,  incident to the registration,  qualification or
listing of such  securities  shall be paid by the  Corporation.  The Corporation
shall comply with all reasonable  requests of Holder made in connection with the
registration,  qualification,  listing or sale of  Registrable  Shares under the
provisions set forth herein.

Each  Holder  of  Warrants  and  Warrant  Shares  to be  sold  pursuant  to  any
Registration Statement (each, a "Distributing Holder") shall severally,  and not
jointly,  indemnify and hold harmless the Company,  its officers and  directors,
each  underwriter  and each  person,  if any,  who controls the Company and such
underwriter,  against any loss, claim,  damage,  expense or liability,  joint or
several,  as  incurred,  to  which  any of them may  become  subject  under  the
Securities  Act or any other  statute or at common  law, in so far as such loss,
claim,  damage,  expense or liability (or actions in respect thereof) arises out
of or is based upon any untrue  statement  or alleged  untrue  statement  of any
material fact  contained in any such  Registration  Statement,  any  preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto,  or any omission or alleged  omission to state  therein a material fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances  under which they were made, not misleading,  in each
case to the


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extent,  but only to the extent,  that such untrue  statement or alleged  untrue
statement  or omission  or alleged  omission  was made in  reliance  upon and in
conformity   with  written   information   furnished  to  the  Company  by  such
Distributing Holder specifically for use therein. Such Distributing Holder shall
reimburse  the Company,  such  underwriter  and each such  officer,  director or
controlling person for any legal or other expenses reasonably incurred by any of
them in  connection  with  investigating  or defending  any such  liability,  as
incurred.  Notwithstanding  the  foregoing,  such indemnity with respect to such
preliminary  prospectus or such final  prospectus shall not inure to the benefit
of the  Company,  its  officers  or  directors,  or such  underwriter  (or  such
controlling  person of the Company or the  underwriter) if the person  asserting
any such loss, claim, damage, expense or liability purchased the securities that
are the subject  thereof and did not receive a copy of the final  prospectus (or
the final  prospectus as then amended,  revised or  supplemented) at or prior to
the time such furnishing is required by the Securities Act in any case where any
such  untrue  statement  or  omission  of  a  material  fact  contained  in  the
preliminary  prospectus was corrected in the final  prospectus (or, if contained
in the final prospectus,  was subsequently  corrected by amendment,  revision or
supplement).

11. Public Offering Lock-Up.

In connection  with any public  registration of this Company's  securities,  the
Holder (and any transferee of Holder) agrees, upon the request of the Company or
the  underwriter(s)   managing  such  underwritten  offering  of  the  Company's
securities,  not to sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise  dispose of this Warrant,  any of the shares of Common
Stock  issuable  upon  exercise of this Warrant or any other  securities  of the
Company heretofore or hereafter acquired by Holder (other than those included in
the  registration)  without  the prior  written  consent of the Company and such
underwriter(s),  as the case may be, for a period of time not to exceed fourteen
(14) days before and one hundred  eighty (180) days after the effective  date of
the  registration.  Upon request by the Company,  Holder (and any  transferee of
Holder)  agrees  to enter  into  any  further  agreement  in  writing  in a form
reasonably satisfactory to the Company and such underwriter(s).  The Company may
impose stop-transfer  instructions with respect to the securities subject to the
foregoing  restrictions  until the end of said 180-day period. Any shares issued
upon exercise of this Warrant shall bear an appropriate  legend referencing this
lock-up provision.


IN WITNESS WHEREOF, the Corporation has caused this First Amendment to the Stock
Purchase  Warrant  to be  executed  by its  duly  authorized  officers  and  the
corporate seal hereunto affixed effective on the 15th day of July, 1999.

VALUESTAR CORPORATION                             ACCEPTANCE BY HOLDER

/s/ JAMES STEIN                                   __________________________
James Stein, President and CEO

/s/ JAMES A. BARNES
James A. Barnes, Secretary

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