EXHIBIT 6.2.1
  
                              VALUESTAR CORPORATION
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                             Incentive Stock Option
                             ______________________
        Under the ValueStar Corporation 1992 Incentive Stock Option Plan
THIS INCENTIVE STOCK OPTION,  dated as of ______________  (the "Date of Grant"),
is granted by VALUESTAR  CORPORATION,  a Colorado  corporation  ("Company"),  to
__________________ (the "Optionee"), whose status under the Company's 1992 Stock
Option  Plan  is  described  on  the  signature  page  hereof  below  his or her
signature.
WHEREAS,  the  Optionee is now an officer or key employee of the Company and the
Company  desires  to have the  Optionee  remain in its  service  and  desires to
encourage  stock  ownership  by the  Optionee  and to  increase  the  Optionee's
proprietary  interest in the Companys success;  and as an inducement thereto has
determined to grant to the Optionee the option  herein  provided for, to the end
that the  Optionee  may thereby be  assisted in  obtaining  an  interest,  or an
increased interest, as the case may be, in the stock ownership of the Company;
NOW,  THEREFORE,  in  consideration  of  the  covenants  and  agreements  herein
contained, the parties hereto hereby agree as follows:
1. Grant.  Pursuant to its 1992  Incentive  Stock Option Plan (the "Plan"),  the
Company  hereby  grants to the  Optionee  an option (the  "Option")  to purchase
________ shares of the Company's common stock,  $.00025 par value per share (the
"Option  Shares"),  at the  price of $____ per share  (the  "Purchase  Price" or
"Exercise  Price").  Both the  Purchase  Price and the  number of Option  Shares
purchasable may be adjusted pursuant to Paragraph 10 hereof. Vesting:
2. Term.  Subject to the vesting  described in Item 1, the Option is exercisable
in whole or from time to time in part during the period beginning on the Date of
Grant  (___________) and ending at 5:00 o'clock p.m. (Pacific Time) on _________
except as provided in Paragraph 7 hereof.
3.  Exercise  of Option.  During the  Optionee's  life,  this Option may only be
exercised by him or her.  This Option may only be exercised by  presentation  at
the principal offices of the Company in Alameda, California of written notice to
the  Company's  Secretary  advising  the Company of the  Optionee's  election to
purchase Option Shares,  specifying the number of Option Shares being purchased,
accompanied  by payment.  No Option Shares shall be issued until full payment is
made therefor.  Payment shall be made either (i) in cash, represented by bank or
cashier's check,  certified check or money order,  (ii) by delivering  shares of
the Company's  Common Stock of the same class as the Option  Shares,  which have
been beneficially owned by the Optionee,  the Optionee's spouse, or both of them
for a period  of at least  six (6)  months  prior to the time of  exercise  (the
"Delivered  Stock"),  in a number  equal to the number of shares of Stock  being
purchased  upon  exercise  of this  Option,  or (iii) by  delivery  of shares of
corporate  stock  registered  in the  Optionee's  name,  endorsed  in  blank  or
accompanied by an executed stock power with signature guaranteed in either case,
which  are  freely  tradeable  without  restriction  and are  part of a class of
securities  which has been listed for trading on the NASDAQ system or a national
securities  exchange,  with an  aggregate  fair market value equal to or greater
than the total purchase price of the Option Shares being purchased hereunder, or
a combination of cash,  Delivered Stock or other corporate shares.  The Board of
Directors (or by its  designation,  the  Compensation  Committee) shall have the
authority to determine  whether any corporate  shares offered by the Optionee in
payment of the exercise  price of Option  Shares are  acceptable to the Company,
and the Board's (or Committee's) discretion in this regard shall be absolute.
4. Issuance of Option Shares;  Restrictive  Legend.  (a) Upon proper exercise of
this Option,  the Company shall mail or deliver to the Optionee,  as promptly as
practicable,  a stock certificate or certificates representing the Option Shares
purchased,  subject to clause (b) below.  The  Company  shall not be required to
sell or issue any shares  under the Option if the  issuance of such shares shall
constitute  a  violation  of  any   applicable  law  or  regulation  or  of  any
requirements of any national securities exchange upon which the Company's common
stock may be listed.
(b) Upon any  exercise of this Option,  if a  registration  statement  under the
Securities  Act of 1933 (the "Act") is not in effect with  respect to the Option
Shares, then the Company shall not be required to issue any Option Shares unless
the Company has received  evidence  reasonably  satisfactory to it to the effect
that the Optionee is acquiring such shares for investment and not with a view to
the distribution thereof. Any reasonable determination in this connection by the
Company shall be final, binding and conclusive.
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(c) Unless and until  removed as provided  below,  each  certificate  evidencing
unregistered  Option Shares shall bear a legend in  substantially  the following
form:
         "The  shares of stock  represented  by this  certificate  have not been
         registered  under the  Securities  Act of 1933 or under the  securities
         laws of any state and may not be sold or  transferred  except upon such
         registration  or upon  receipt  by this  Corporation  of an  opinion of
         counsel  satisfactory  to  this  Corporation,  in  form  and  substance
         satisfactory to this Corporation, that registration is not required for
         such sale or transfer."
The Company shall issue a new certificate  which does not contain such legend if
(i)  the  shares  represented  by  such  certificate  are  sold  pursuant  to  a
registration  statement  (including  a  current  prospectus)  which  has  become
effective  under  the Act,  or (ii) the  staff of the  Securities  and  Exchange
Commission  shall have issued a "no action" letter,  reasonably  satisfactory to
the  Company's  counsel,  to the effect  that such shares may be freely sold and
thereafter  traded  publicly  without  registration  under the Act, or (iii) the
Company's  counsel,  or other  counsel  acceptable  to the  Company,  shall have
rendered an opinion  satisfactory  to the Company to the effect that such shares
may be freely sold and thereafter publicly traded without registration under the
Act.  The Company  may,  but shall in no event be  obligated  to,  register  any
securities  covered  hereby  pursuant  to the  Act.  The  Company  shall  not be
obligated to take any other affirmative action in order to cause the exercise of
the  Option or the  issuance  of any  Option  Shares  to comply  with any law or
regulation of any governmental authority.
5. Transfer of Option Shares.  Option Shares issued upon exercise of this Option
which have not been  registered  under the Act shall be transferable by a holder
thereof only upon  compliance  with the  conditions  in this  Paragraph.  Before
making any  transfer  of Option  Shares,  the  holder of the  shares  shall give
written  notice to the Company of the holder's  intention to make the  transfer,
describing the manner and  circumstances  of the transfer.  If in the opinion of
the  Companys  counsel,  or of other  counsel  acceptable  to the  Company,  the
proposed  transfer  may be  effected  without  registration  under the Act,  the
Company  shall so notify the holder and the holder shall be entitled to transfer
such shares as described in the holder's notice to the Company.  If such counsel
opines that the  transfer may not be made  without  registration  under the Act,
then the Company shall so notify the holder, in which event the holder shall not
be entitled to transfer  the shares  until (i) the Company  notifies  the holder
that it is permissible to proceed with the transfer, or (ii) registration of the
shares under the Act has become effective. The Company may issue "stop transfer"
instructions  to its  transfer  agent  with  respect to any or all of the Option
Shares as it deems necessary to prevent any violation of the Act.
6. Transfer or  Encumbrance  of this Option  Prohibited.  This Option may not be
transferred  or assigned in any manner by the Optionee,  except by will or trust
upon the  Optionee's  death or by operation of law under the laws of descent and
distribution.  The same restriction on transfer or assignment shall apply to any
heirs,  devisees,  beneficiaries  or other persons  acquiring  this Option or an
interest herein under such an instrument or by operation of law.  Further,  this
Option may not be pledged, hypothecated or otherwise encumbered, by operation of
law or otherwise,  nor shall it be subject to  execution,  attachment or similar
process.
7. Termination of Service, Death, or Disability.  (a) Except as may be otherwise
expressly provided in this Agreement, this Option shall terminate as follows:
         (i) Upon termination of the Optionee's  employment with the Company for
         cause;
         (ii) At the  expiration  of  twelve  (12)  months  from the date of the
         Optionee's resignation or termination of the Optionee's employment with
         the Company without cause,  for any reason other than death;  provided,
         that if the Optionee dies within such  twelve-month  period,  subclause
         (iii) below shall apply; or
         (iii) At the  expiration of fifteen (15) months after the date of death
         of the Optionee.
(b)  "Employment  with the Company" shall include  employment with any parent or
subsidiary  of the  Company,  and  this  Option  shall  not be  affected  by the
Optionee's transfer of employment among the Company and any parent or subsidiary
thereof.  An  Optionee's  employment  with  the  Company  shall  not  be  deemed
interrupted  or  terminated  by a bona fide leave of absence (such as sabbatical
leave or employment by the  government)  duly  approved,  military leave or sick
leave.  This Option  shall not be affected in the event the  Optionee  suffers a
significant diminution in his duties or any significant reduction in his overall
compensation. After the death of the Optionee, his executors,  administrators or
personal  representatives,  or any  person or  persons to whom the Option may be
transferred  by will,  trust or by the laws of descent and  distribution,  shall
have the right, at any time prior to termination hereof, to exercise this Option
pursuant to its terms.
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(c)  This  Option  confers  no right  upon  the  Optionee  with  respect  to the
continuation of his employment (or his position as an officer, director or other
provider  of  services)  with the  Company  or any parent or  subsidiary  of the
Company, and shall not interfere with the right of the Company, or any parent or
subsidiary  of the Company,  to terminate  such  relationship(s)  at any time in
accordance with law and any agreements then in force.
8. Change in Control of the Company. If there shall occur a change in control of
the Company  while any Option Shares  remain  subject to this Option,  then this
Option shall become immediately exercisable, notwithstanding Paragraph 2 hereof,
and such exercisability shall terminate only upon the termination date set forth
in  Paragraph 2 hereof,  notwithstanding  the  provisions  of Paragraph 7 hereof
concerning acceleration of the termination date. For purposes of this Agreement,
a "change in control" of the Company  shall mean a change in control of a nature
that would be required  to be reported in response to Item 5(f) of Schedule  14A
of Regulation 14A  promulgated  under the  Securities  Exchange Act of 1934 (the
"Exchange  Act")  as in  effect  on the date  hereof;  provided,  that,  without
limitation, such a change in control shall be deemed to have occurred if (i) any
"person"  (as such term is used in Sections  13(d) and  14(d)(2) of the Exchange
Act) becomes the beneficial owner, directly or indirectly,  of securities of the
Company  representing  20% or more of the combined voting power of the Company's
then  outstanding  securities,  or if (ii) during any period of two  consecutive
years,  individuals who at the beginning of such period  constitute the Board of
Directors of the Company  cease for any reason to constitute at least a majority
thereof.
9. No Rights as Stockholder.  The Optionee shall have no rights as a stockholder
with respect to Option Shares until the date of issuance of a stock  certificate
for such shares. No adjustment for dividends,  or otherwise,  except as provided
in Paragraph  10, shall be made if the record date therefor is prior to the date
of exercise of such Option.
10.  Changes in the Company's  Capital  Structure.  The existence of this Option
shall not limit or  affect in any way the right or power of the  Company  or its
shareholders  to make or authorize  any or all  adjustments,  recapitalizations,
reorganizations  or other  changes in the  Company's  capital  structure  or its
business,  or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Option
Shares or the rights thereof,  or the dissolulion or liquidation of the Company,
or any sale or  transfer  of all or any part of its assets or  business,  or any
other corporate act or proceeding,  whether of a similar character or otherwise.
However,
(a) If, prior to the Company's delivery of all the Option Shares subject to this
Option, the Company shall effect a subdivision  (split) or combination  (reverse
split) of shares or other  capital  readjustment,  the payment of a common stock
dividend, or other increase or reduction of the number of shares of common stock
outstanding,  without  receiving  compensation  therefor  in money,  services or
property,  then (i) in the event of an  increase  in the  number of such  shares
outstanding,  the Purchase Price shall be proportionately reduced and the number
of Option Shares then still purchasable shall be proportionately  increased; and
(ii) in the event of a reduction in the number of such shares  outstanding,  the
Purchase  Price  payable per share shall be  proportionately  increased  and the
number of Option Shares then still purchasable shall be proportionately reduced.
(b) If while this Option remains outstanding the Company is reorganized, merged,
consolidated or party to a plan of share exchange with another  corporation,  or
if the  Company  sells or  otherwise  disposes of all or  substantially  all its
property or assets to another  corporation,  then subject to the  provisions  of
clause (ii) below, (i) after the effective date of such reorganization,  merger,
consolidation,  exchange  or sale,  as the case may be,  the  Optionee  shall be
entitled,  upon  exercise  of this  Option,  to  receive,  in lieu of the Option
Shares, the number and class of shares of such stock, other securities, cash and
other property or rights as the holders of shares of the Company's  common stock
received  pursuant to the terms of the  reorganization,  merger,  consolidation,
exchange or sale and to which he would have been entitled if,  immediately prior
to such reorganization, merger, consolidation, exchange or sale, he had been the
holder of record of a number of shares of common  stock  equal to the  number of
Option  Shares as to which  this  Option  shall be so  exercised;  and (ii) this
Option  may be  cancelled  by the Board of  Directors  of the  Company as of the
effective date of any such reorganization,  merger,  consolidation,  exchange or
sale; provided that (x) such reorganization,  merger, consolidation, exchange or
sale results in a change in control of the Company  rather than a mere change of
form or domicile of the  Company,  (y) written  notice of such  cancellation  is
given to the Optionee or other holder of this Option not less than 45 days prior
to such  effective  date,  and (z) the  Optionee or other  holder shall have the
right to exercise  the Option in full during such 45-day  period  preceding  the
effective date of such reorganization, merger, consolidation, exchange or sale.
(c) In case the Company  shall  determine  to offer to the holders of its common
stock rights to subscribe  pro rata for any new or  additional  shares of common
stock, or any securities  convertible into common stock, then the Optionee shall
be entitled to  participate  in such pro rata offering in the same manner and to
the same extent as if this Option had been  
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exercised at the Purchase  Price then in effect and the number of Option  Shares
then purchasable  upon exercise hereof had been issued to the Optionee  pursuant
to the terms hereof.
(d)  Except as  hereinbefore  expressly  provided,  the issue by the  Company of
shares of stock of any class, or securities  convertible into shares of stock of
any class,  for cash or  property,  or for labor or services  either upon direct
sale or upon the exercise of rights or warrants to subscribe  therefor,  or upon
conversion of shares or obligations of the Company  convertible into such shares
or other securities, shall not affect, and no adjustment by reason thercof shall
be made with respect to, the Purchase  Price or the number of Option Shares then
subject to this Option.
11.  Notification  to Company of Certain Sales.  The Optionee or other holder of
Option Shares who sells any of such shares shall notify the Company of such fact
in writing within 30 days after the date of sale, if:
(a) At the time the  Option  Shares  were sold,  less than ONE year had  elapsed
since the date the Option Shares were  purchased by the Optionee,  and less than
TWO years had elapsed since the Date of Grant of this Option; or
(b)  the  Optionee  was  not an  employee  of the  Company  (or of a  parent  or
subsidiary  thereof)  at all times  during the period  beginning  on the Date of
Grant of this  Option and ending on the date three (3) months  prior to the date
this Option was exercised to purchase the Oplion Shares sold.
The failure of the  Optionee or other holder of Option  Shares to promptly  give
such  notice to the  Company  shall  entitle  the  Company to cancel this Option
forthwith, without prior notice to the holder hereof.
12.  Notices,  etc. Any notice  hereunder by the Optionee  shall be given to the
Company in writing,  and such notice and any payment by the  Optionee  hereunder
shall be deemed duly given or made only upon  receipt  thereof at the  Company's
office at ▇▇▇▇▇  ▇▇▇▇▇▇▇  ▇▇▇▇.,  ▇▇▇▇▇▇▇,  ▇▇▇▇▇▇▇▇▇▇  ▇▇▇▇▇,  or at such other
address as the Company may  designate by notice to the  Optionee.  Any notice or
other  communication to the Optionee  hereunder shall be in writing and shall be
deemed  duly given or made if mailed or  delivered  to the  Optionee at the last
address  as the  Optionee  may have on file with the  Companys  Secretary.  This
Option shall be governed under and construed in accordance  with the laws of the
State of  California.  This  address  shall be  binding on the  Company  and the
Optionee   and  all   successors,   assigns,   heirs,   devisees   and  personal
representatives thereof.
NOTE: This option must match the Control copy maintained by the Company,  in all
      particulars.
IN WITNESS WHEREOF, the parties hereto have executed this Incentive Stock Option
as of the day and year first above written.
                                            VALUESTAR CORPORATION
                                            By
ATTEST:
By
                                            OPTIONEE NAME and STATUS:
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