As filed with the Securities and Exchange Commission on January 10, 2001
                                                   Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              VALUESTAR CORPORATION
             (Exact name of registrant as specified in its charter)

           Colorado                                       84-1202005
 (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                        Identification No.)

                          360 - 22nd Street, Suite 210
                            Oakland, California 94612
               (Address of Principal Executive Offices) (Zip Code)

                           2000 Equity Incentive Plan
                            (Full title of the Plans)

                                   James Stein
                      President and Chief Executive Officer
                              VALUESTAR CORPORATION
             360 - 22nd Street, Suite 210, Oakland, California 94612
                     (Name and address of agent for service)

                         Telephone Number (510) 814-7070
          (Telephone number, including area code, of agent for service)
                                    Copy to:
                               Donald Reinke, Esq.
                                  Kay F. Rubin
                            Bay Venture Counsel, LLP
                        1999 Harrison Street, Suite 1300
                            Oakland, California 94612
                               -------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
                                                        Proposed Maximum         Proposed Maximum
  Title of Securities to          Amount to be           Offering Price         Aggregate Offering           Amount of
       be Registered               Registered               per Share                 Price              Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                     <C>                       <C>                     <C>

Shares subject to                    330,000                 $3.55(1)                  $1,171,500              $292.88
outstanding stock options
under the 2000 Equity
Incentive Plan

Shares issuable under the          2,170,000                 $0.875(2)                 $1,898,750              $474.69
2000 Equity Incentive Plan
options available for grant
<FN>
(1) Weighted average exercise price based on stock option exercise prices ranging from $3.00 to $4.00 per share.
(2) Estimated in accordance  with Rule 457(h) of the Securities Act of 1933, as amended,  solely for the purpose of calculating  the
registration  fee on the basis of $0.875 per share (which is the average of the high and low prices of Registrant's  Common Stock as
reported on the OTC Bulletin Board on January 5, 2001.
====================================================================================================================================
</FN>
</TABLE>




<PAGE>




                                EXPLANATORY NOTE


                   This  Registration  Statement  is  being  filed  to  register
         2,500,000 shares of the common  stock, par value  $.00025, per share of
         ValueStar  Corporation  which have been reserved for issuance under the
         Company's 2000 Equity Incentive Plan, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         There are  hereby  incorporated  by  reference  into this  Registration
Statement the following documents and information  heretofore filed by ValueStar
Corporation (the "Registrant") with the Securities and Exchange  Commission (the
"SEC"):

         (a)   Registrant's Form 10-KSB for the fiscal year ended June 30, 2000,
               as filed with the SEC on September 25, 2000;

         (b)   Registrant's Form 10-QSB for the quarterly period ended September
               30, 2000, as filed with the SEC on November 13, 2000;

         (c)   Registrant's  Form 10-QSB/A for the quarterly  period ended March
               31, 2000, as filed with the SEC on November 13, 2000;

         (d)   Registrant's   Form  10-QSB/A  for  the  quarterly  period  ended
               December 31, 1999, as filed with the SEC on November 13, 2000;

         (e)   Registrant's  Form 8-K,  as filed with the SEC on  September  29,
               2000;

         (f)   The description of Registrant's  Common Stock contained in Item 8
               of  Part I of the  Registrant's  Registration  Statement  on Form
               10-SB filed with the SEC on May 29, 1997, including any amendment
               or report filed for the purpose of updating such description.

         All documents  filed by the Registrant  pursuant to Sections 13 (a), 13
(c),  14 and 15 (d) of the  Exchange  Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which  deregisters  the securities  covered hereby then
remaining  unsold shall also be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.


Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         As  permitted   by  Colorado   law,   the   registrant's   Articles  of
Incorporation  provide that no director of the  registrant  shall be  personally
liable to the  registrant or any  shareholder  thereof for monetary  damages for
breach of his fiduciary duty as a director,


<PAGE>


except liability (i) for any  breach  of a  Director's  duty of  loyalty  to the
registrant or its shareholders,  (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
acts in violation of Section 7-108-403 of the Colorado Business Corporation Act,
as it now exists or may be amended,  or (iv) for any transaction  from which the
Director derives an improper personal benefit.

         As  permitted   by  Colorado   law,   the   registrant's   Articles  of
Incorporation  also provide that the  registrant  will  indemnify  its officers,
directors,  employees and agents against  attorneys' fees and other expenses and
liabilities they incur to defend, settle or satisfy any civil or criminal action
brought  against them arising out of their  association  with or  activities  on
behalf of the  registrant  as long as, in any such  action,  they  acted in good
faith and in his or her official capacity acted in a manner reasonably  believed
to be in the best  interests of the  registrant or in all other cases his or her
conduct  was  not  opposed  to  the  registrant's  best  interests.  However  no
indemnification  shall  be  made  if a  person  is  adjudged  to be  liable  for
negligence or misconduct in the performance of his duty to the  registrant.  The
registrant  may also bear the expenses of such  litigation  for any such persons
upon their promise to repay such sums if it is ultimately  determined  that they
are not entitled to indemnification.  Such expenditures could be substantial and
may not be recouped, even if the registrant is so entitled.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8.        Exhibits.
               The  following  exhibits  are filed as  part of this Registration
               Statement:

         Exhibit Number       Description

                5*            Opinion of Bay Venture Counsel LLP.

                10.1          2000 Equity  Incentive  Plan dated August 31, 1999
                              and  approved  by  Registrant's   shareholders  on
                              November  19,  1999  (filed  as  Exhibit  10.21 to
                              Registrant's  Annual Report on Form 10KSB as filed
                              on  September  25,  2000,  and   incorporated   by
                              reference herein).

                10.2          Standard Form of Stock Option  Agreement under the
                              2000  Equity  Incentive  Plan  (filed  as  Exhibit
                              10.21.1 to  Registrant's  annual report on Form 10
                              KSB  as  filed  on   September   25,   2000,   and
                              incorporated by reference herein).

                23.1          Consent of Bay Venture  Counsel LLP  (contained in
                              opinion filed as Exhibit 5).

                23.2*         Consent of Moss Adams LLP.

                24            Power of Attorney (set forth on the signature page
                              of this Registration Statement).
                ----------------
                *filed herewith.

Item 9.  Undertakings.

         (a)  The undersigned registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the registration statement.

              (2) That, for the purpose of determining  any liability  under the
Securities  Act of 1933,  as  amended  (the  "Act"),  each  such  post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be in the initial bona fide offering thereof.


<PAGE>


              (3) To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the  Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as  indemnification  for liabilities  arising under the Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.




<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Oakland, State of California, on January 10, 2001.

VALUESTAR CORPORATION,
a Colorado corporation



By:  /s/ James Stein
     ------------------------------
         James Stein
         President and Chief Executive Officer



<PAGE>



                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby constitutes and appoints James Stein as his true and lawful
attorney-in-fact and agent, with full power of substitution,  for him and in his
name,  place  and  stead,  and in any and all  capacities,  to sign  any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith,  with  the  Securities  and  Exchange  Commission  hereby
ratifying and confirming all that said attorney-in-fact, or his substitutes, may
do or cause to be done by virtue hereof.

         Further,  pursuant to the  requirements  of the Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.


<TABLE>


<S>                                                         <C>                                                      <C>
Signature                                                    Title                                                    Date
---------                                                    -----                                                    ----

/s/ James Stein                                  President, Chief Executive Officer                               January 10, 2001
-------------------------                    and Director (Principal Executive Officer)
James Stein


/s/ Michael J. Kelly*                                       Controller                                            January 10, 2001
-------------------------                          (Principal Accounting Officer)
Michael J. Kelly


/s/ James A. Barnes*                              Treasurer, Secretary and Director                               January 10, 2001
-------------------------                           (Principal Financial Officer)
James A. Barnes


/s/ J. Mitchell Hull*                                        Director                                             January 10, 2001
-------------------------
J. Mitchell Hull


/s/ Fritz T. Beesemyer*                                      Director                                             January 10, 2001
-------------------------
Fritz T. Beesemyer


/s/ Joshua M. Felser*                                        Director                                             January 10, 2001
-------------------------
Joshua M. Felser


/s/ Steve Ledger*                                            Director                                             January 10, 2001
-------------------------
Steve Ledger


/s/ Jeffrey J. Holland*                                      Director                                             January 10, 2001
-------------------------
Jeffrey J. Holland

*James Stein, Attorney-in-fact
</TABLE>



<PAGE>



                                        II-3

                                   EXHIBIT INDEX

        Exhibit Number       Description

                5*            Opinion of Bay Venture Counsel LLP.

                10.1          2000 Equity  Incentive  Plan dated August 31, 1999
                              and  approved  by  Registrant's   shareholders  on
                              November  19,  1999  (filed  as  Exhibit  10.21 to
                              Registrant's  Annual Report on Form 10KSB as filed
                              on  September  25,  2000,  and   incorporated   by
                              reference herein).

                10.2          Standard Form of Stock Option  Agreement under the
                              2000  Equity  Incentive  Plan  (filed  as  Exhibit
                              10.21.1 to  Registrant's  annual report on Form 10
                              KSB  as  filed  on   September   25,   2000,   and
                              incorporated by reference herein).

                23.1          Consent of Bay Venture  Counsel LLP  (contained in
                              opinion filed as Exhibit 5).

                23.2*         Consent of Moss Adams LLP.

                24            Power of Attorney (set forth on the signature page
                              of this Registration Statement).
                ----------------
                *filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 17578}]
{"company-data": {"conformed-name": "VALUESTAR CORP", "cik": "0000895262", "assigned-sic": "7200", "irs-number": "841202005", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53474", "film-number": "1506066"}, "business-address": {"street1": "360-22ND STREET #210", "city": "OAKLAND", "state": "CA", "zip": "94612", "phone": "5108081300"}, "mail-address": {"street1": "360-22ND STREET #210", "city": "OAKLAND", "state": "CA", "zip": "94612"}}
As filed with the Securities and Exchange Commission on January 10, 2001
                                                   Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              VALUESTAR CORPORATION
             (Exact name of registrant as specified in its charter)

           Colorado                                       84-1202005
 (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                        Identification No.)

                          360 - 22nd Street, Suite 210
                            Oakland, California 94612
               (Address of Principal Executive Offices) (Zip Code)

                           2000 Equity Incentive Plan
                            (Full title of the Plans)

                                   James Stein
                      President and Chief Executive Officer
                              VALUESTAR CORPORATION
             360 - 22nd Street, Suite 210, Oakland, California 94612
                     (Name and address of agent for service)

                         Telephone Number (510) 814-7070
          (Telephone number, including area code, of agent for service)
                                    Copy to:
                               Donald Reinke, Esq.
                                  Kay F. Rubin
                            Bay Venture Counsel, LLP
                        1999 Harrison Street, Suite 1300
                            Oakland, California 94612
                               -------------------
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                        Proposed Maximum         Proposed Maximum
  Title of Securities to          Amount to be           Offering Price         Aggregate Offering           Amount of
       be Registered               Registered               per Share                 Price              Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Shares subject to                    330,000                 $3.55(1)                  $1,171,500              $292.88
outstanding stock options
under the 2000 Equity
Incentive Plan

Shares issuable under the          2,170,000                 $0.875(2)                 $1,898,750              $474.69
2000 Equity Incentive Plan
options available for grant
(1) Weighted average exercise price based on stock option exercise prices ranging from $3.00 to $4.00 per share.
(2) Estimated in accordance  with Rule 457(h) of the Securities Act of 1933, as amended,  solely for the purpose of calculating  the
registration  fee on the basis of $0.875 per share (which is the average of the high and low prices of Registrant's  Common Stock as
reported on the OTC Bulletin Board on January 5, 2001.
====================================================================================================================================
EXPLANATORY NOTE

                   This  Registration  Statement  is  being  filed  to  register
         2,500,000 shares of the common  stock, par value  $.00025, per share of
         ValueStar  Corporation  which have been reserved for issuance under the
         Company's 2000 Equity Incentive Plan, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         There are  hereby  incorporated  by  reference  into this  Registration
Statement the following documents and information  heretofore filed by ValueStar
Corporation (the "Registrant") with the Securities and Exchange  Commission (the
"SEC"):

         (a)   Registrant's Form 10-KSB for the fiscal year ended June 30, 2000,
               as filed with the SEC on September 25, 2000;

         (b)   Registrant's Form 10-QSB for the quarterly period ended September
               30, 2000, as filed with the SEC on November 13, 2000;

         (c)   Registrant's  Form 10-QSB/A for the quarterly  period ended March
               31, 2000, as filed with the SEC on November 13, 2000;

         (d)   Registrant's   Form  10-QSB/A  for  the  quarterly  period  ended
               December 31, 1999, as filed with the SEC on November 13, 2000;

         (e)   Registrant's  Form 8-K,  as filed with the SEC on  September  29,
               2000;

         (f)   The description of Registrant's  Common Stock contained in Item 8
               of  Part I of the  Registrant's  Registration  Statement  on Form
               10-SB filed with the SEC on May 29, 1997, including any amendment
               or report filed for the purpose of updating such description.

         All documents  filed by the Registrant  pursuant to Sections 13 (a), 13
(c),  14 and 15 (d) of the  Exchange  Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which  deregisters  the securities  covered hereby then
remaining  unsold shall also be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         As  permitted   by  Colorado   law,   the   registrant's   Articles  of
Incorporation  provide that no director of the  registrant  shall be  personally
liable to the  registrant or any  shareholder  thereof for monetary  damages for
breach of his fiduciary duty as a director,
except liability (i) for any  breach  of a  Director's  duty of  loyalty  to the
registrant or its shareholders,  (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
acts in violation of Section 7-108-403 of the Colorado Business Corporation Act,
as it now exists or may be amended,  or (iv) for any transaction  from which the
Director derives an improper personal benefit.

         As  permitted   by  Colorado   law,   the   registrant's   Articles  of
Incorporation  also provide that the  registrant  will  indemnify  its officers,
directors,  employees and agents against  attorneys' fees and other expenses and
liabilities they incur to defend, settle or satisfy any civil or criminal action
brought  against them arising out of their  association  with or  activities  on
behalf of the  registrant  as long as, in any such  action,  they  acted in good
faith and in his or her official capacity acted in a manner reasonably  believed
to be in the best  interests of the  registrant or in all other cases his or her
conduct  was  not  opposed  to  the  registrant's  best  interests.  However  no
indemnification  shall  be  made  if a  person  is  adjudged  to be  liable  for
negligence or misconduct in the performance of his duty to the  registrant.  The
registrant  may also bear the expenses of such  litigation  for any such persons
upon their promise to repay such sums if it is ultimately  determined  that they
are not entitled to indemnification.  Such expenditures could be substantial and
may not be recouped, even if the registrant is so entitled.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8.        Exhibits.
               The  following  exhibits  are filed as  part of this Registration
               Statement:

         Exhibit Number       Description

                5*            Opinion of Bay Venture Counsel LLP.

                10.1          2000 Equity  Incentive  Plan dated August 31, 1999
                              and  approved  by  Registrant's   shareholders  on
                              November  19,  1999  (filed  as  Exhibit  10.21 to
                              Registrant's  Annual Report on Form 10KSB as filed
                              on  September  25,  2000,  and   incorporated   by
                              reference herein).

                10.2          Standard Form of Stock Option  Agreement under the
                              2000  Equity  Incentive  Plan  (filed  as  Exhibit
                              10.21.1 to  Registrant's  annual report on Form 10
                              KSB  as  filed  on   September   25,   2000,   and
                              incorporated by reference herein).

                23.1          Consent of Bay Venture  Counsel LLP  (contained in
                              opinion filed as Exhibit 5).

                23.2*         Consent of Moss Adams LLP.

                24            Power of Attorney (set forth on the signature page
                              of this Registration Statement).
                ----------------
                *filed herewith.

Item 9.  Undertakings.

         (a)  The undersigned registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the registration statement.

              (2) That, for the purpose of determining  any liability  under the
Securities  Act of 1933,  as  amended  (the  "Act"),  each  such  post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be in the initial bona fide offering thereof.
(3) To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the  Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as  indemnification  for liabilities  arising under the Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Oakland, State of California, on January 10, 2001.

VALUESTAR CORPORATION,
a Colorado corporation

By:  /s/ James Stein
     ------------------------------
         James Stein
         President and Chief Executive Officer
POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby constitutes and appoints James Stein as his true and lawful
attorney-in-fact and agent, with full power of substitution,  for him and in his
name,  place  and  stead,  and in any and all  capacities,  to sign  any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith,  with  the  Securities  and  Exchange  Commission  hereby
ratifying and confirming all that said attorney-in-fact, or his substitutes, may
do or cause to be done by virtue hereof.

         Further,  pursuant to the  requirements  of the Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
Signature                                                    Title                                                    Date
---------                                                    -----                                                    ----

/s/ James Stein                                  President, Chief Executive Officer                               January 10, 2001
-------------------------                    and Director (Principal Executive Officer)
James Stein

/s/ Michael J. Kelly*                                       Controller                                            January 10, 2001
-------------------------                          (Principal Accounting Officer)
Michael J. Kelly

/s/ James A. Barnes*                              Treasurer, Secretary and Director                               January 10, 2001
-------------------------                           (Principal Financial Officer)
James A. Barnes

/s/ J. Mitchell Hull*                                        Director                                             January 10, 2001
-------------------------
J. Mitchell Hull

/s/ Fritz T. Beesemyer*                                      Director                                             January 10, 2001
-------------------------
Fritz T. Beesemyer

/s/ Joshua M. Felser*                                        Director                                             January 10, 2001
-------------------------
Joshua M. Felser

/s/ Steve Ledger*                                            Director                                             January 10, 2001
-------------------------
Steve Ledger

/s/ Jeffrey J. Holland*                                      Director                                             January 10, 2001
-------------------------
Jeffrey J. Holland

*James Stein, Attorney-in-fact
II-3

                                   EXHIBIT INDEX

        Exhibit Number       Description

                5*            Opinion of Bay Venture Counsel LLP.

                10.1          2000 Equity  Incentive  Plan dated August 31, 1999
                              and  approved  by  Registrant's   shareholders  on
                              November  19,  1999  (filed  as  Exhibit  10.21 to
                              Registrant's  Annual Report on Form 10KSB as filed
                              on  September  25,  2000,  and   incorporated   by
                              reference herein).

                10.2          Standard Form of Stock Option  Agreement under the
                              2000  Equity  Incentive  Plan  (filed  as  Exhibit
                              10.21.1 to  Registrant's  annual report on Form 10
                              KSB  as  filed  on   September   25,   2000,   and
                              incorporated by reference herein).

                23.1          Consent of Bay Venture  Counsel LLP  (contained in
                              opinion filed as Exhibit 5).

                23.2*         Consent of Moss Adams LLP.

                24            Power of Attorney (set forth on the signature page
                              of this Registration Statement).
                ----------------
                *filed herewith.