EXHIBIT 4.29.2

                              VALUESTAR CORPORATION
                                 SECOND AMENDED
                                  AND WAIVER OF
                           INVESTORS RIGHTS AGREEMENT

         THIS SECOND  AMENDED AND WAIVER OF  INVESTORS  RIGHTS  AGREEMENT  (this
"Agreement") is dated effective as of September 14, 2000 (the "Effective Date"),
by and among VALUESTAR  CORPORATION,  a Colorado  corporation  (the  "Company"),
SEACOAST CAPITAL PARTNERS LIMITED  PARTNERSHIP,  a Delaware limited  partnership
("Seacoast"),  PACIFIC  MEZZANINE  FUND, L.P. a California  limited  partnership
("Pacific"),  TANGENT  GROWTH  FUND,  L.P.,  a  California  limited  partnership
("Tangent"),  eCOMPANIES  VENTURE GROUP,  L.P., a Delaware  limited  partnership
("Companies"),  and TMCT VENTURES,  L.P.  ("TMCT")(Seacoast,  Pacific,  Tangent,
eCompanies  and TMCT a  "Holder"  and  collectively,  all such  individuals  and
entities, the "Holders").

                                     RECITAL

         In  consideration  of the  Company's  sale  of  certain  securities  in
accordance  with the terms and  provisions set forth under that certain Series C
Preferred Stock and Warrant Purchase  Agreement dated on even date herewith (the
"Purchase  Agreement"),  the  Holders  desire  to  amend  the  Investors  Rights
Agreement originally entered into by Seacoast,  Pacific,  Tangent and eCompanies
on December 8, 1999,  with TMCT becoming a party thereto on January 4, 2000, and
as subsequently amended on March 24, 2000 (the "Rights Agreement") in accordance
with the terms set forth in this Agreement.  All  capitalized  terms not defined
herein shall have the meanings established in the Rights Agreement.

                                    AGREEMENT

         NOW, THEREFORE,  in consideration of the mutual agreements,  covenants,
representations and warranties  contained in this Agreement,  the parties hereto
hereby agree as follows:

1.       Registration Rights.

         a.  Incidental  Registration.  In  accordance  with  Section 2.b of the
Rights Agreement,  the Holders hereby acknowledge notice from the Company of its
intention to register certain  securities as set forth in the Purchase Agreement
and corresponding  Registration Rights Agreement thereto and hereby request that
the Registrable Securities held by such Holders be included in such registration
in accordance with the terms thereof.

         b. Limitations on Subsequent Registration Rights. The Holders holding a
majority of the outstanding  Registrable Securities hereby consent in accordance
with  Section  2.k of the Rights  Agreement  to the  Company  entering  into the
Purchase Agreement and corresponding  Registration  Rights Agreement thereto and
undertaking its obligations thereunder,  whereby the Company has granted certain
investors under such agreements the right to a registration  that will result in
such registration  statement being declared effective prior to the effectiveness
of the first  registration  statement to be effected  under  Section 2.a. of the
Rights Agreement.

2.       Waiver of  Preemptive  Rights.  Each of the Holders  hereby  waives its
preemptive  rights set forth in Section 3 of the Rights Agreement  applicable to
any of the securities sold or to be sold under the Purchase Agreement.

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                                Signature Page to
         ValueStar Corporation Second Amended Investors Rights Agreement

         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
Agreement as of the date first above written.

                                             VALUESTAR CORPORATION

                                             By: /s/ James Stein
                                             Name:  James Stein
                                             Its:  Chief Executive Officer

                                             eCOMPANIES VENTURE GROUP, L.P.

                                             By: /s/ Steven Ledger
                                             Name:  Steven Ledger
                                             Its:   Managing General Partner

                                             SEACOAST CAPITAL PARTNERS LIMITED
                                             PARTNERSHIP
                                             By:    Seacoast I Advisors,
                                                    LLC, its general partner

                                                    By:/s/ Jeffrey J. Holland
                                                    Name:  Jeffrey J. Holland
                                                    Its:       Vice President

                                             PACIFIC MEZZANINE FUND, L.P.
                                             By:    Pacific Private Capital,
                                                    its general partner

                                             By: /s/ Nathan W. Bell
                                             Name:  Nathan W. Bell
                                             Its:   General Partner

                                             TANGENT GROWTH FUND, L.P.
                                             By:    Tangent Fund Management,
                                                    LLC, its general
                                                    partner

                                                    By: /s/ Mark P. Gilles
                                                    Name:  Mark P. Gilles
                                                    Its:  Vice President

                                             TMCT VENTURES, L.P.
                                             Under management by
                                             Rustic Canyon Partners, LLC

                                             By: /s/ Michael Song
                                             Printed Name:  Michael Song
                                             Title:         Partner

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