VALUESTAR CORP
EXHIBIT 10.5.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>p13782-105.txt
<DESCRIPTION>EXHIBIT 10.5.1
<TEXT>


                                                                  EXHIBIT 10.5.1


                                   ADDENDUM II

         The  following  is the Second  Addendum to that  certain  Office  Lease
("Lease")  dated January 27, 2000,  which was amended by Addendum I of that same
date, by and between BroadLake Partners,  a California Limited  Partnership,  as
Landlord and ValueStar Inc. as Tenant for certain  premises  located at 360 22nd
Street, Fourth Floor, Area C, Oakland, California ("Premises").

A. Section 4(a). Minimum Rent. Section 4(a) of the Lease is amended as follows:

         The minimum monthly rent shall be increased  effective February 1, 2003
to  $10,233.60  per month.  This shall be in addition  to the allowed  increases
under Sections 4(b), 5(a) and 5(b) of the Lease.

B. Section 4(b). Minimum Rent. Section 4(b) and Paragraph 1 of Addendum I of the
   Lease is amended as follows:

         Paragraph 1 of Addendum I shall be deleted.

C. Section 5(a). Rental  Adjustment.  Effective May 1, 2001, Section 5(a) of the
   Lease and Paragraph 3 of Addendum I is amended as follows:

         Paragraph 3 of Addendum I shall be deleted.

D. Section 5(b). Increases in Taxes.  Effective May 1, 2001, Section 5(b) of the
   Lease and Paragraph 3 of Addendum I is amended as follows:

         Paragraph 3 of Addendum I shall be deleted.

         Except as specifically amended by this Addendum II, all other terms and
         conditions  of the Lease shall remain  unchanged  and in full force and
         effect.

         In witness  whereof,  this  Addendum II has been executed as of May 16,
         2001.


Landlord:                                       Tenant:
BroadLake Partners,                             ValueStar, Inc.
A California Limited Partnership
By: Cragganmore Partners,                       By:  /s/ James Stein
                                                     ----------------
     A California Limited Partnership                   (Signature)
     Its General Partners
     By:  Macallan Investments, Inc.                    James Stein
          Its General Partner                   --------------------------------
                                                      (Type Name)

     By:  /s/ Dale A. Frost                     Its: President
         --------------------------------            ---------------------------
         Dale A. Frost, President



<PAGE>


                                   ADDENDUM II

         The  following  is the Second  Addendum to that  certain  Office  Lease
("Lease") dated December 30, 1999,  which was amended by Addendum I of that same
date, by and between BroadLake Partners,  a California Limited  Partnership,  as
Landlord and ValueStar Inc. as Tenant for certain  premises  located at 360 22nd
Street, Fourth Floor, Area A, Oakland, California ("Premises").

E. Section 4(a). Minimum Rent. Section 4(a) of the Lease is amended as follows:

         The minimum monthly rent shall be increased  effective February 1, 2003
to  $15,363.20  per month.  This shall be in addition  to the allowed  increases
under Sections 4(b), 5(a) and 5(b) of the Lease.

F. Section 4(b). Minimum Rent. Section 4(b) and Paragraph 1 of Addendum I of the
   Lease is amended as follows:

         Paragraph 1 of Addendum I shall be deleted.

G. Section 5(a). Rental  Adjustment.  Effective May 1, 2001, Section 5(a) of the
   Lease and Paragraph 3 of Addendum I is amended as follows:

         Paragraph 3 of Addendum I shall be deleted.

H. Section 5(b). Increases in Taxes.  Effective May 1, 2001, Section 5(b) of the
   Lease and Paragraph 3 of Addendum I is amended as follows:

         Paragraph 3 of Addendum I shall be deleted.

         Except as specifically amended by this Addendum II, all other terms and
         conditions  of the Lease shall remain  unchanged  and in full force and
         effect.

         In witness  whereof,  this  Addendum II has been executed as of May 16,
         2001.

Landlord:                                       Tenant:
BroadLake Partners,                             ValueStar, Inc.
A California Limited Partnership
By: Cragganmore Partners,                       By:  /s/ James Stein
                                                     ----------------
     A California Limited Partnership                   (Signature)
     Its General Partners
     By:  Macallan Investments, Inc.                    James Stein
          Its General Partner                   --------------------------------
                                                      (Type Name)

     By:  /s/ Dale A. Frost                     Its: President
         --------------------------------            ---------------------------


<PAGE>


                                   ADDENDUM II

         The  following  is the Second  Addendum to that  certain  Office  Lease
("Lease")  dated  March 3, 2000,  which was  amended by  Addendum I of that same
date, by and between BroadLake Partners,  a California Limited  Partnership,  as
Landlord and ValueStar Inc. as Tenant for certain  premises  located at 360 22nd
Street, Fourth Floor, Area B, Oakland, California ("Premises").

I. Section 4(a). Minimum Rent. Section 4(a) of the Lease is amended as follows:

         The minimum monthly rent shall be increased  effective February 1, 2003
to $6,390.40 per month. This shall be in addition to the allowed increases under
Sections 4(b), 5(a) and 5(b) of the Lease.

J. Section 4(b). Minimum Rent. Section 4(b) and Paragraph 1 of Addendum I of the
   Lease is amended as follows:

         Paragraph 1 of Addendum I shall be deleted.

K. Section 5(a). Rental  Adjustment.  Effective May 1, 2001, Section 5(a) of the
   Lease and Paragraph 3 of Addendum I is amended as follows:

         Paragraph 3 of Addendum I shall be deleted.

L. Section 5(b). Increases in Taxes.  Effective May 1, 2001, Section 5(b) of the
   Lease and Paragraph 3 of Addendum I is amended as follows:

         Paragraph 3 of Addendum I shall be deleted.

         Except as specifically amended by this Addendum II, all other terms and
         conditions  of the Lease shall remain  unchanged  and in full force and
         effect.

         In witness  whereof,  this  Addendum II has been executed as of May 16,
         2001.

Landlord:                                       Tenant:
BroadLake Partners,                             ValueStar, Inc.
A California Limited Partnership
By: Cragganmore Partners,                       By:  /s/ James Stein
                                                     ----------------
     A California Limited Partnership                   (Signature)
     Its General Partners
     By:  Macallan Investments, Inc.                    James Stein
          Its General Partner                   --------------------------------
                                                      (Type Name)

     By:  /s/ Dale A. Frost                     Its: President
         --------------------------------            ---------------------------

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</DOCUMENT>
