EXHIBIT 10.21.1

THE SECURITIES TO WHICH THIS AGREEMENT  RELATES HAVE NOT BEEN  REGISTERED  UNDER
THE  SECURITIES  ACT OF 1933,  AS  AMENDED  ("SECURITIES  ACT"),  AND MAY NOT BE
OFFERED  OR  SOLD IN THE  UNITED  STATES  OR TO  U.S.  PERSONS  (AS  DEFINED  IN
REGULATIONS)  WITHOUT REGISTRATION UNDER THE SECURITIES ACT, UNLESS AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE.

                              VALUESTAR CORPORATION
                           2000 EQUITY INCENTIVE PLAN

                             STOCK OPTION AGREEMENT

         THIS STOCK OPTION  AGREEMENT  (this  "Agreement"),  is made and entered
into as of the date of grant  set  forth  below  (the  "Date of  Grant")  by and
between VALUESTAR CORPORATION,  a Colorado corporation (the "Company"),  and the
participant  named below  ("Participant").  Capitalized terms not defined herein
shall have the meaning  ascribed to them in the Company's 2000 Equity  Incentive
Plan (the "Plan").

         Participant:

         Social Security Number:

Address:



Total Option Shares:

Exercise Price Per Share:

Date of Grant:

First Vesting Commencement Date:

Expiration Date:

Type of Stock Option

(Check one):                       [  ] Incentive Stock Option
                                   [  ] Nonqualified Stock Option


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         1. Grant of Option.  The Company hereby grants to Participant an option
(the  "Option")  to purchase  the total  number of shares of Common Stock of the
Company set forth above (the "Shares") at the Exercise Price Per Share set forth
above (the "Exercise Price"), subject to all of the terms and conditions of this
Agreement and the Plan. If  designated as an Incentive  Stock Option above,  the
Option is intended to qualify as an "incentive  stock option" ("ISO") within the
meaning of Section 422 of the  Internal  Revenue  Code of 1986,  as amended (the
"Code").

         2.   Adjustments.   In  the  event  of  any   merger,   reorganization,
consolidation,  recapitalization,  stock dividend, stock split or similar change
affecting the Common Stock, a substitution or proportionate  adjustment shall be
made in the kind,  number and option price of shares of Common Stock  subject to
the unexercised  portion of the Option, as may be determined by the Board in its
sole discretion.

         3. Exercise Period.

                  3.1  Exercise  Period  of  Option.  The  Option  shall  become
exercisable  as to all of the Shares  subject to the Option  immediately  on the
First Vesting Commencement Date.

                  3.2 Expiration. The Option shall expire on the Expiration Date
set forth above and must be  exercised,  if at all, on or before the  Expiration
Date.

         4. Termination.

                  4.1 Termination for Any Reason Except Death or Disability.  If
Participant  is  Terminated  for any reason,  except  death or  Disability,  the
Option,  to the  extent  (and  only to the  extent)  that  it  would  have  been
exercisable  by  Participant  on the date of  Termination,  may be  exercised by
Participant no later than six (6) months after the date of  Termination,  but in
any event no later than the Expiration Date.

                  4.2 Termination Because of Death or Disability. If Participant
is Terminated because of death or Disability of Participant,  the Option, to the
extent that it is exercisable by Participant on the date of Termination,  may be
exercised by Participant (or Participant's  legal  representative) no later than
twelve (12) months after the date of Termination, but in any event no later than
the Expiration Date.

                  4.3 No  Obligation  to  Employ.  Nothing  in the  Plan or this
Agreement shall confer on Participant any right to continue in the employ of, or
other relationship  with, the Company or any Parent,  Subsidiary or Affiliate of
the  Company,  or  limit  in any way the  right of the  Company  or any  Parent,
Subsidiary or Affiliate of the Company to terminate Participant's  employment or
other relationship at any time, with or without cause.


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         5. Manner of Exercise.

                  5.1 Stock Option Exercise Agreement.  To exercise this Option,
Participant (or in the case of exercise after Participant's death, Participant's
executor,  administrator,  heir or legatee,  as the case may be) must deliver to
the Company an executed  stock option  exercise  agreement in the form as may be
approved  by the Company  from time to time (the  "Exercise  Agreement"),  which
shall set forth, inter alia,  Participant's election to exercise the Option, the
number of Shares being purchased, any restrictions imposed on the Shares and any
representations,  warranties and agreements regarding  Participant's  investment
intent and access to  information  as may be  required  by the Company to comply
with applicable securities laws. If someone other than Participant exercises the
Option, then such person must submit documentation  reasonably acceptable to the
Company that such person has the right to exercise the Option.

                  5.2  Limitations on Exercise.  The Option may not be exercised
unless such  exercise is in  compliance  with all  applicable  federal and state
securities  laws, as they are in effect on the date of exercise.  The Option may
not be  exercised  as to fewer than 100 Shares  unless it is exercised as to all
Shares as to which the Option is then  exercisable.  Irrespective of the Vesting
Schedule above or the terms herein,  the Option may not be exercised  before the
approval  of the Plan by the  shareholders  of the  Company and shall be void if
such approval is not obtained within twelve months of Plan adoption.

                  5.3 Payment.  The Exercise  Agreement  shall be accompanied by
full  payment of the Exercise  Price for the Shares being  purchased in cash (by
check), or where expressly approved by the Committee and where permitted by law:

                       (a) by cancellation of indebtedness of the Company to the
Participant;

                       (b) by  surrender  of shares of Common  Stock that either
(1) have been  owned by  Participant  for more than six (6) months and have been
paid for within the meaning of SEC Rule 144 (and, if such shares were  purchased
from the Company by use of a promissory note, such note has been fully paid with
respect to such  Shares);  or (2) were  obtained  by  Participant  in the public
market;

                       (c)  by  waiver  of   compensation   due  or  accrued  to
Participant for services rendered;

                       (d) by tender of property;

                       (e) provided that a public market for the Company's stock
exists,  (1)  through  a "same  day  sale"  commitment  from  Participant  and a
broker-dealer that is a member of the National Association of Securities Dealers
(an "NASD Dealer") whereby Participant irrevocably elects to exercise the Option
and to sell a portion of the Shares so


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purchased to pay for the exercise price and whereby the NASD Dealer  irrevocably
commits upon receipt of such Shares to forward the  exercise  price  directly to
the Company,  or (2) through a "margin"  commitment from Participant and an NASD
Dealer  whereby  Participant  irrevocably  elects to exercise  the Option and to
pledge  the  Shares  so  purchased  to the NASD  Dealer in a margin  account  as
security  for a loan from the NASD Dealer in the amount of the  exercise  price,
and whereby the NASD Dealer  irrevocably  commits upon receipt of such Shares to
forward the exercise price directly to the Company; or

                       (f) with the written consent of the Company, by tender of
a Full Recourse Promissory Note secured by an agreement pledging the Shares;

                       (g) by any combination of the foregoing.

                  5.4 Tax Withholding.  Prior to the issuance of the Shares upon
exercise  of the  Option,  Participant  must pay or provide  for any  applicable
federal  or state  withholding  obligations  of the  Company.  If the  Committee
permits,  Participant may provide for payment of withholding taxes upon exercise
of the Option by  requesting  that the Company  retain Shares with a Fair Market
Value equal to the minimum  amount of taxes  required  to be  withheld.  In such
case,  the Company  shall issue the net number of Shares to the  Participant  by
deducting the Shares retained from the Shares issuable upon exercise.

                  5.5 Issuance of Shares.  Provided that the Exercise  Agreement
and payment are in form and substance  satisfactory  to counsel for the Company,
the  Company  shall  issue the  Shares  registered  in the name of  Participant,
Participant's  authorized assignee, or Participant's legal  representative,  and
shall deliver certificates  representing the Shares with the appropriate legends
affixed thereto.

         6. Notice of Disqualifying  Disposition of ISO Shares. If the Option is
an ISO,  and if  Participant  sells or  otherwise  disposes of any of the Shares
acquired  pursuant  to the ISO on or before  the later of (1) the date two years
after the Date of Grant, and (2) the date one year after transfer of such Shares
to Participant upon exercise of the Option, Participant shall immediately notify
the Company in writing of such disposition.  Participant agrees that Participant
may be subject  to income tax  withholding  by the  Company on the  compensation
income  recognized by Participant from the early  disposition by payment in cash
or out of the current wages or other compensation payable to Participant.

         7. Representations and Warranties of Participant;  Compliance with Laws
and Regulations.  Participant  represents and warrants that (a) the Shares being
purchased  upon the exercise of the Option are purchased for his own account for
investment,  and not with a view to the resale or distribution  thereof;  (b) he
has a pre-existing personal or business relationship with the Corporation or one
of its officers or  Directors  which has provided  Participant  with  sufficient
knowledge of the character,  business acumen, and general business and financial
circumstances  of  the  individuals  controlling  the  Corporation;  (c)  he has
sufficient  business and  financial  experience to permit him to protect his own
interests in connection  with


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his purchase hereunder; (d) he is aware that the Shares have not been registered
under the Act, or qualified under any state  securities or Blue Sky laws, (e) he
has received,  reviewed,  understands and agrees to the terms and conditions set
forth herein and in the Plan.

         The  exercise  of the Option and the  issuance  and  transfer of Shares
shall  be  subject  to  compliance  by the  Company  and  Participant  with  all
applicable  requirements  of  federal  and  state  securities  laws and with all
applicable  requirements  of any stock  exchange on which the  Company's  Common
Stock may be listed  at the time of such  issuance  or  transfer.  Further,  the
Company  may require as a  condition  of transfer of any Shares  pursuant to any
exercise of the Option  that the  Participant  furnish a written  representation
that he or she is purchasing or acquiring the Shares for investment and not with
a  view  to  resale  or  distribution  to the  public.  The  Participant  hereby
represents  and  warrants  that  he or  she  understands  that  the  Shares  are
"restricted  securities,"  as defined in Rule 144 under the Securities  Act, and
that any  resale  of the  Shares  must be in  compliance  with the  registration
requirements  of the  Securities  Act, or an exemption  therefrom,  and with the
requirements of any applicable  "Blue Sky" laws. Each  certificate  representing
Shares  shall bear the legends set forth below and with any other  legends  that
may be required by the Company or by any Federal or state securities laws:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE RESTRICTED  SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES THEREUNDER,  AND MAY
NOT BE SOLD,  OFFERED  FOR  SALE OR  OTHERWISE  TRANSFERRED  IN THE  ABSENCE  OF
REGISTRATION OR AN EXEMPTION THEREFROM.

         Participant  understands  that the  Company is under no  obligation  to
register or qualify the Shares with the Securities and Exchange Commission,  any
state securities commission or any stock exchange to effect such compliance.

         8.  Nontransferability  of Option. The Option may not be transferred in
any manner other than by will or by the laws of descent and distribution and may
be exercised during the lifetime of Participant  only by Participant.  The terms
of the Option shall be binding upon the  executors,  administrators,  successors
and assigns of Participant.

         9. Tax Consequences.  Set forth below is a brief summary as of the Date
of Grant of some of the  federal and state tax  consequences  of exercise of the
Option and  disposition of the Shares.  THIS SUMMARY IS NECESSARILY  INCOMPLETE,
AND THE TAX LAWS AND  REGULATIONS  ARE  SUBJECT  TO CHANGE.  PARTICIPANT  SHOULD
CONSULT A TAX ADVISER  BEFORE  EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

                  9.1 Exercise of ISO. If the Option  qualifies as an ISO, there
will be no regular  federal or state income tax  liability  upon the exercise of
the Option,  although the excess, if any, of the fair market value of the Shares
on the date of  exercise  over  the  Exercise  Price  will be  treated  as a tax
preference  item for federal income tax purposes and may subject the Participant
to the alternative minimum tax in the year of exercise.


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                  9.2 Exercise of Nonqualified  Stock Option. If the Option does
not  qualify  as an ISO,  there may be a regular  federal  and state  income tax
liability upon the exercise of the Option. Participant will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to the
excess,  if any, of the fair market  value of the Shares on the date of exercise
over  the  Exercise  Price.  The  Company  will be  required  to  withhold  from
Participant's compensation or collect from Participant and pay to the applicable
taxing  authorities an amount equal to a percentage of this compensation  income
at the time of exercise.

                  9.3  Disposition  of  Shares.  If the Shares are held for more
than twelve (12) months after the date of the transfer of the Shares pursuant to
the  exercise of the Option  (and,  in the case of an ISO,  are disposed of more
than two years after the Date of Grant), any gain realized on disposition of the
Shares will be treated as long term  capital  gain for federal and state  income
tax purposes.  If Shares  purchased under an ISO are disposed of within one year
of exercise or within two years  after the Date of Grant,  any gain  realized on
such  disposition  will be treated as  compensation  income (taxable at ordinary
income  rates) to the extent of the excess,  if any, of the Fair Market Value of
the Shares on the date of exercise over the Exercise Price.  The Company will be
required to withhold from Participant's compensation or collect from Participant
and pay to the applicable taxing  authorities an amount equal to a percentage of
this compensation income at the time of exercise.

         10.  Privileges of Stock Ownership.  Participant  shall not have any of
the  rights of a  shareholder  with  respect  to any  Shares  until  Participant
exercises the Option and pays the Exercise Price.

         11.  Interpretation.  Any dispute regarding the  interpretation of this
Agreement  shall be submitted by Participant or the Company to the Committee for
review.  The  resolution of such a dispute by the  Committee  shall be final and
binding on the Company and Participant.

         12. Entire  Agreement.  The Plan is  incorporated  herein by reference.
This Agreement and the Plan  constitute the entire  agreement of the parties and
supersede  all prior  undertakings  and  agreements  with respect to the subject
matter hereof.

         13.  Notices.  Any  notice  required  to be given or  delivered  to the
Company under the terms of this  Agreement  shall be in writing and addressed to
the Corporate Secretary of the Company at its principal  corporate offices.  Any
notice required to be given or delivered to Participant  shall be in writing and
addressed to Participant at the address indicated above or to such other address
as such party may  designate in writing  from time to time to the  Company.  All
notices shall be deemed to have been given or delivered upon: personal delivery;
three  (3)  days  after  deposit  in the  United  States  mail by  certified  or
registered mail (return receipt  requested);  one (1) business day after deposit
with any return receipt express courier (prepaid); or one (1) business day after
transmission by facsimile or telecopier.


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         14.  Successors  and Assigns.  The Company may assign any of its rights
under this  Agreement.  This  Agreement  shall be binding  upon and inure to the
benefit  of  the  successors  and  assigns  of  the  Company.   Subject  to  the
restrictions on transfer set forth herein,  this Agreement shall be binding upon
Participant  and   Participant's   heirs,   executors,   administrators,   legal
representatives, successors and assigns.

         15. Governing Law. This Agreement shall be governed by and construed in
accordance  with the laws of the State of California as such laws are applied to
agreements  between  California  residents  entered  into  and  to be  performed
entirely within California.

         16. Acceptance.  Participant hereby  acknowledges  receipt of a copy of
the Plan and this Agreement.  Participant has read and understands the terms and
provisions  thereof,  and  accepts  the  Option  subject  to all the  terms  and
conditions of the Plan and this Agreement.  Participant  acknowledges that there
may be adverse tax  consequences  upon exercise of the Option or  disposition of
the Shares  and that  Participant  should  consult a tax  adviser  prior to such
exercise or disposition.

         17.  Market  Stand-Off.  In  connection  with any  underwritten  public
offering  by the  Company  of its equity  securities  pursuant  to an  effective
registration  statement  filed under the  Securities  Act for such period as the
Company or its  underwriters  may  request  (such  period not to exceed 180 days
following  the date of the  applicable  offering),  the  Participant  shall not,
directly or indirectly, sell, make any short sale of, loan, hypothecate, pledge,
offer,  grant or sell any option or other contract for the purchase of, purchase
any  option  or other  contract  for the sale of,  or  otherwise  dispose  of or
transfer,  or agree to engage in any of the foregoing  transactions with respect
to, any Shares  acquired under this Option  Agreement  without the prior written
consent of the Company or its underwriters.

         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed in duplicate by its duly authorized  representative and Participant has
executed this Agreement in duplicate as of the Effective Date.



Valuestar Corporation                       PARTICIPANT
a Colorado corporation

By
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