EXHIBIT 4.14

THIS WARRANT AND THE SHARES  ISSUABLE UPON ITS 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  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
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                             STOCK PURCHASE WARRANT

                 RIGHT TO PURCHASE 50,000 SHARES OF COMMON STOCK

THIS  CERTIFIES THAT JACKSON  STRATEGIC,  INC., and all registered and permitted
assigns  ("Holder")  is entitled to purchase,  on or before May 17, 2003,  FIFTY
THOUSAND  (50,000)  shares of the common stock  ("Common  Stock" or "Shares") of
VALUESTAR  CORPORATION (the  "Corporation")  upon exercise of this Warrant along
with  presentation of the full purchase price as provided  herein.  The purchase
price of the common stock upon exercise  (the "Warrant  Shares") is equal to One
Dollar and Seventy Five Cents  ($1.75) per share (the  "Exercise  Price").  This
Warrant is granted for valuable consideration received.

1. Exercise.

(a) This Warrant may be exercised  one time,  in whole or minimum  increments of
10,000 shares, on any business day on or before the expiration date listed above
by presentation  and surrender hereof to the Corporation 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.  If this
Warrant should be exercised in part only,  the Company shall,  upon surrender of
this  Warrant,  execute and deliver a new Warrant  evidencing  the rights of the
Holder  hereof  to  purchase  the  balance  of the  Warrant  Shares  purchasable
hereunder.   Upon  receipt  by  the  Corporation  of  an  exercise  request  and
representations,  together with proper  payment of the Exercise  Price,  at such
office,  the Holder  shall be deemed to be the  holder of record of the  Warrant
Shares,  notwithstanding  that the stock transfer books of the Corporation shall
then be closed or that  certificates  representing such Warrant Shares shall not
then be actually  delivered to the Holder. The Corporation 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.

(b) At any time during the period from  issuance to  expiration  (the  "Exercise
Period"),  the Holder may, at its option,  exchange  this  Warrant,  in whole or
minimum increments of 10,000 shares (a "Warrant  Exchange"),  into the number of
Warrant  Shares   determined  in  accordance  with  this  Section   (1)(b),   by
surrendering this Warrant at the principal office of the Company, accompanied by
a written  notice  stating such  Holder's  intent to effect such  exchange,  the
number of  Warrant  Shares  to be  exchanged  and the date on which  the  Holder
requests  that such  Warrant  Exchange  occur (the  "Notice of  Exchange").  The
Warrant Exchange shall take place on the date the Notice of Exchange is received
by the Company or such later date as may be  specified in the Notice of Exchange
(the "Exchange  Date").  Certificates  for the shares issuable upon such Warrant
Exchange and, if applicable,  a new Warrant of like tenor evidencing the balance
of the  shares  remaining  subject  to this  Warrant,  shall be issued as of the
Exchange  Date and  delivered to the Holder  within ten (10) days  following the
Exchange  Date.  In  connection  with any Warrant  Exchange,  this Warrant shall
represent  the right to subscribe  for and acquire the number of Warrant  Shares
(rounded to the next highest  integer) equal to (i) the number of Warrant Shares
specified by the Holder in its Notice of Exchange (the "Total Number") less (ii)
the number of Warrant Shares equal to the quotient  obtained by dividing (A) the
product of the Total Number and the existing  Exercise  Price by (B) the current
market  value of a share of Common  Stock.  Current  market  value  shall be the
average closing trading price for the 5 trading day period prior to the Exchange
Date.

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2. Adjustment of Exercise Price and Number of Shares  Deliverable  Upon Exercise
of Warrant.

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.

(a) In case the Corporation shall at any time after the date of this Warrant:
         (i)    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;
         (ii)   Subdivide its outstanding shares of Common Stock;
         (iii)  Combine its outstanding shares of Common Stock; or
         (iv)   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 Holder  shall be entitled  to receive the  aggregate  number and kind of
shares which,  if this Warrant had been  exercised  prior to such event,  Holder
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.

(b) In case the Corporation  shall fix a record date for the issuance of rights,
options,  or warrants or make a  distribution  of shares of Common  Stock to all
(but not less than all) holders of its  outstanding  Common Stock entitling them
to subscribe for or purchase  shares of Common Stock (or securities  convertible
into shares of Common Stock) at a price per share (or having a conversion  price
per share,  if a security  convertible  into Common  Stock) less than the market
price of the shares  (based on the closing price on the record date on NASDAQ or
a listed securities  exchange of the  Corporation's  Common Stock, or if no such
quote is available,  the  shareholders  equity on the date of the last financial
statement  divided  by the  total  number of shares  outstanding)  (the  "Market
Price"),  the  Exercise  Price to be in effect  after such  record date shall be
determined by multiplying the then current Exercise Price in effect  immediately
prior to such  record date by a fraction,  of which the  numerator  shall be the
number of shares of Common Stock outstanding on such record date plus the number
of shares of Common Stock which the aggregate offering price of the total number
of shares of Common Stock so to be offered (or the aggregate initial  conversion
price of the  convertible  securities so to be offered)  would  purchase at such
Market  Price  and of which  the  denominator  shall be the  number of shares of
Common  Stock  outstanding  on such  record  date plus the number of  additional
shares of Common Stock to be offered for subscription or purchase (or into which
the  convertible  securities so to be offered are initially  convertible).  Such
adjustment shall be made successively  whenever such a record date is fixed; and
in the event that such rights or warrants are not so issued,  the Exercise Price
shall again be adjusted to be the  Exercise  Price which would then be in effect
if such record date had not been fixed.

(c) 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 Company 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
Holder a  supplemental  warrant  (the  "Supplemental  Warrant")  which will make
lawful and adequate  provision whereby Holder 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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3. Restrictions on Transfer.

Holder has been advised and understands that the Warrants and the Warrant Shares
purchasable  thereby are  characterized  as  "restricted  securities"  under the
federal  securities  laws because they are being acquired from  Corporation 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.  Holder further understands that
the  certificates  evidencing  the  Warrant  Shares will bear the  following  or
comparable  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
Company that such  registration  is not required or unless sold pursuant to Rule
144 under such Act."

The Holder understands that the Company may place, and may instruct any transfer
agent or depository for the Warrant Shares to place, a stop transfer notation in
the securities records in respect of the Warrant Shares.

4. Registration Rights.

Holder  shall  have the  right,  at any time and from time to time until May 17,
2003, 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 forty-five  (45) 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, 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. 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 its managing underwriter.  All costs or
expenses,  incident  to the  registration,  qualification  or  listing  of  such
securities  shall be paid by the Corporation,  and the Corporation  shall comply
with all reasonable requests of Holder made in connection with the registration,
qualification, listing or sale of Registrable Shares.

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  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).

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5. 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  one
hundred  eighty (180) days from 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.

6. Assignment or Loss of Warrant.

(a) The Holder of this Warrant shall be entitled,  without obtaining the consent
of the  Corporation,  to assign  its  interest  in this  Warrant,  or any of the
Warrant Shares, in whole or in part to any person,  provided,  however, that the
transferee,  prior to any such transfer,  provides the Corporation  with a legal
opinion, in form and substance  satisfactory to the Company,  that such transfer
will not violate the Act or any  applicable  state  securities or blue sky laws.
Otherwise  without  obtaining the prior written  consent of the Company,  Holder
shall not transfer or assign its interest in this Warrant, or any of the Warrant
Shares prior to exercise, in whole or in part to any transferee.

(b) Upon  receipt of evidence  satisfactory  to the Company of the loss,  theft,
destruction  or mutilation of this Warrant,  and (in the case of loss,  theft or
destruction) of indemnification  satisfactory to the Company, and upon surrender
and  cancellation of this Warrant,  if mutilated,  the Company shall execute and
deliver a new Warrant of like tenor and date.

7. Reservation of Shares.

The Company hereby agrees that at all times there shall be reserved for issuance
and delivery  upon exercise or exchange of this Warrant all shares of its Common
Stock or other shares of capital stock of the Company from time to time issuable
upon  exercise  or  exchange  of this  Warrant.  All such  shares  shall be duly
authorized  and,  when  issued  upon the  exercise or exchange of the Warrant in
accordance  with the terms  hereof,  shall be  validly  issued,  fully  paid and
nonassessable,  free and clear of all liens,  security  interests,  charges  and
other  encumbrances  or  restrictions  on sale  (other  than as  provided in the
Company's  articles  of  incorporation  and any  restrictions  on sale set forth
herein or pursuant to applicable federal and state securities laws) and free and
clear of all preemptive rights.

The Holder shall not have any rights as a shareholder of the Company with regard
to the Warrant Shares prior to actual exercise  resulting in the purchase of the
Warrant Shares.

8.  Arbitration.  In the event that a dispute arises between the Corporation and
the holder of this Warrant as to any matter relating to this Warrant, the matter
shall be settled by arbitration in Alameda County, California in accordance with
the Rules of the American Arbitration Association and the award rendered by such
arbitrator(s)  shall not be subject to appeal and may be entered in any  federal
or state  court  located in Alameda  County  having  jurisdiction  thereof,  and
actions or proceedings shall be brought in no other forum or venue.

IN WITNESS  WHEREOF,  the  Corporation has caused this Warrant to be executed by
its duly  authorized  officers and the corporate  seal hereunto  affixed on this
18th day of May, 1998.

VALUESTAR CORPORATION

/s/ JAMES STEIN
James Stein, President and CEO

/s/ BENJAMIN A. PITTMAN
Benjamin A. Pittman, Secretary

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