EXHIBIT 4.12

                          GUARANTY AND PLEDGE AGREEMENT

     GUARANTY AND PLEDGE AGREEMENT (this "Agreement"), dated as of February 12,
2003, among FullCircle Registry, Inc., a Nevada corporation (the "Company"),
Steve Whitten (the "Pledgor"), AJW Partners, LLC, a limited liability company
("AJW"), AJW Offshore, Ltd., a limited liability company ("Offshore"), and AJW
Qualified Partners, LLC, a limited liability company ("Qualified" and, together
with AJW and Offshore, the "Pledgees").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, the Company and the Pledgees are parties to that certain
Securities Purchase Agreement, of even date herewith (the "Purchase Agreement"),
pursuant to which the Company (i) has issued (a) 12% secured convertible
debentures in the aggregate principal amount of $200,000 and (b) stock purchase
warrants to purchase an aggregate of 600,000 shares of the Company's common
stock, $0.001 par value per share (the "Common Stock") and (ii) will issue,
pursuant to Section 4(l) of the Purchase Agreement, (a) 12% secured convertible
debentures in the aggregate principal amount of $400,000, and (b) stock purchase
warrants to purchase an aggregate of 1,200,000 shares of the Common Stock; and

     WHEREAS, as a material inducement to the Pledgees to enter into the
Purchase Agreement, the Pledgees have required and the Pledgor has agreed (i) to
unconditionally guarantee the timely and full satisfaction of all obligations of
the Company, whether matured or unmatured, now or hereafter existing or created
and becoming due and payable (the "Obligations") to the Pledgees, their
successors, endorsees, transferees or assigns under the Transaction Documents
(as defined in the Purchase Agreement) to the extent of the Collateral (as
defined in Section 5 hereof), and (ii) to grant to the Pledgees, their
successors, endorsees, transferees or assigns a security interest in the number
of shares of Common Stock currently owned by the Pledgor as set forth below the
Pledgor's signature on the signature page hereto (collectively, the "Shares"),
as collateral security for Obligations. Terms used and not defined herein shall
have the meaning ascribed to them in the Purchase Agreement.

     NOW, THEREFORE, in consideration of the foregoing recitals, and the mutual
covenants contained herein, the parties hereby agree as follows:

     1. Guaranty. To the extent of the Collateral, the Pledgor hereby
absolutely, unconditionally and irrevocably guarantees to the Pledgees, their
successors, endorsees, transferees and assigns the due and punctual performance
and payment of the Obligations owing to the Pledgees, their successors,
endorsees, transferees or assigns when due, all at the time and place and in the
amount and manner prescribed in, and otherwise in accordance with, the
Transaction Documents, regardless of any defense or set-off counterclaim which
the Company or any other person may have or assert, and regardless of whether or
not the Pledgees or anyone on behalf of the Pledgees shall have instituted any
<PAGE> suit, action or proceeding or exhausted its remedies or taken any steps
to enforce any rights against the Company or any other person to compel any such
performance or observance or to collect all or part of any such amount, either
pursuant to the provisions of the Transaction Documents or at law or in equity,
and regardless of any other condition or contingency. The Pledgor shall have no
obligation whatsoever to the Pledgees beyond the Collateral pledged for the
Obligations set forth herein.

     2. Waiver of Demand. The Pledgor hereby unconditionally: (i) waives any
requirement that the Pledgees, in the event of a breach in any material respect
by the Company of any of its representations or warranties in the Transaction
Documents, first make demand upon, or seek to enforce remedies against, the
Company or any other person before demanding payment of enforcement hereunder;
(ii) covenants that this Agreement will not be discharged except by complete
performance of all the Obligations to the extent of the Collateral; (iii) agrees
that this Agreement shall remain in full force and effect without regard to, and
shall not be affected or impaired, without limitation, by, any invalidity,
irregularity or unenforceability in whole or in part of the Transaction
Documents or any limitation on the liability of the Company thereunder, or any
limitation on the method or terms of payment thereunder which may now or
hereafter be caused or imposed in any manner whatsoever; and (iv) waives
diligence, presentment and protest with respect to, and notice of default in the
performance or payment of any Obligation by the Company under or in connection
with the Transaction Documents.

     3. Release. The obligations, covenants, agreements and duties of the
Pledgor hereunder shall not be released, affected or impaired by any assignment
or transfer, in whole or in part, of the Transaction Documents or any
Obligation, although made without notice to or the consent of the Pledgor, or
any waiver by the Pledgees, or by any other person, of the performance or
observance by the Company or the Pledgor of any of the agreements, covenants,
terms or conditions contained in the Transaction Documents, or any indulgence in
or the extension of the time or renewal thereof, or the modification or
amendment (whether material or otherwise), or the voluntary or involuntary
liquidation, sale or other disposition of all or any portion of the stock or
assets of the Company or the Pledgor, or any receivership, insolvency,
bankruptcy, reorganization, or other similar proceedings, affecting the Company
or the Pledgor or any assets of the Company or the Pledgor, or the release of
any proper from any security for any Obligation, or the impairment of any such
property or security, or the release or discharge of the Company or the Pledgor
from the performance or observance of any agreement, covenant, term or condition
contained in or arising out of the Transaction Documents by operation of law, or
the merger or consolidation of the Company, or any other cause, whether similar
or dissimilar to the foregoing.

     4. Subrogation.

          (a) Unless and until complete performance of all the Obligations to
     the extent of the Collateral, the Pledgor shall not be entitled to exercise
     any right of subrogation to any of the rights of the Pledgees against the
     Company or any collateral security or guaranty held by the Pledgees for the
     payment or performance of the Obligations, nor shall the Pledgor seek any
     reimbursement from the Company in respect of payments made by the Pledgor
     hereunder.
<PAGE>
          (b) In the extent that the Pledgor shall become obligated to perform
     or pay any sums hereunder, or in the event that for any reason the Company
     is now or shall hereafter become indebted to the Pledgor, the amount of
     such sum shall at all times be subordinate as to lien, time of payment and
     in all other respects, to the amounts owing to the Pledgees under the
     Transaction Documents and the Pledgor shall not enforce or receive payment
     thereof until all Obligations due to the Pledgees under the Transaction
     have been performed or paid. Nothing herein contained is intended or shall
     be construed to give to the Pledgor any right of subrogation in or under
     the Transaction Documents, or any right to participate in any way therein,
     or in any right, title or interest in the assets of the Pledgees.

     5. Security. As collateral security for the punctual payment and
performance, when due, by the Company of all the Obligations, the Pledgor hereby
pledges with, hypothecates, transfers and assigns to the Pledgees all of the
Shares and all proceeds, shares and other securities received, receivable or
otherwise distributed in respect of or in exchange for the Shares, including,
without limitation, any shares and other securities into which such Shares may
be convertible or exchangeable (collectively, the "Additional Collateral" and
together with the Shares, the "Collateral"). Simultaneously herewith, the
Pledgor shall deliver to the Pledgees the certificate(s) representing the
Shares, stamped with a bank medallion guarantee, along with a stock transfer
power duly executed in blank by the Pledgor, to be held by the Pledgees as
security. Any Collateral received by the Pledgor on or after the date hereof
shall be immediately delivered to the Pledgees together with any executed stock
powers or other transfer documents requested by the Pledgees, which request may
be made at any time prior to the date when the Obligations shall have been paid
and otherwise satisfied in full.

     6. Voting Power, Dividends, Etc. and other Agreements.

          (a) Unless and until an Event of Default (as set forth in Section 7
     hereof) has occurred, the Pledgor shall be entitled to:

               (i) Exercise all voting and/or consensual powers pertaining to
          the Collateral, or any part thereof, for all purposes;

               (ii) Receive and retain dividends paid with respect to the
          Collateral; and

               (iii) Receive the benefits of any income tax deductions available
          to the Pledgor as a shareholder of the Company.

          (b) The Pledgor agrees that it will not sell, assign, transfer,
     pledge, hypothecate, encumber or otherwise dispose of the Collateral.

<PAGE>
          (c) The Pledgor and the Company jointly and severally agree to pay all
     costs including all reasonable attorneys' fees and disbursements incurred
     by the Pledgees in enforcing this Agreement in accordance with its terms.

     7. Default and Remedies.

          (a) For the purposes of this Agreement, "Event of Default" shall mean:

               (i) default in or under any of the Obligations after the
          expiration, without cure, of any applicable cure period;

               (ii) a breach in any material respect by the Company of any of
          its representations or warranties in the Transaction Documents; or

               (iii) a breach in any material respect by the Pledgor of any of
          its representations or warranties in this Agreement.

          (b) the Pledgees shall have the following rights upon any Event of
     Default:

               (i) the rights and remedies provided by the Uniform Commercial
          Code as adopted by the State of New York (the "UCC") (as said law may
          at any time be amended);

               (ii) the right to receive and retain all dividends, payments and
          other distributions of any kind upon any or all of the Collateral;

               (iii) the right to cause any or all of the Collateral to be
          transferred to its own name or to the name of its designee and have
          such transfer recorded in any place or places deemed appropriate by
          the Pledgees; and

               (iv) the right to sell, at a public or private sale, the
          Collateral or any part thereof for cash, upon credit or for future
          delivery, and at such price or prices in accordance with the UCC (as
          such law may be amended from time to time). Upon any such sale the
          Pledgees shall have the right to deliver, assign and transfer to the
          purchaser thereof the Collateral so sold. The Pledgees shall give the
          Pledgor not less than ten (10) days' written notice of its intention
          to make any such sale. Any such sale, shall be held at such time or
          times during ordinary business hours and at such place or places as
          the Pledgees may fix in the notice of such sale. The Pledgees may
          adjourn or cancel any sale or cause the same to be adjourned from time
          to time by announcement at the time and place fixed for the sale, and
          such sale may be made at any time or place to which the same may be so
          adjourned. In case of any sale of all or any part of the Collateral
          upon terms calling for payments in the future, any Collateral so sold
          may be retained by the Pledgees until the selling price is paid by the
          purchaser thereof, but the Pledgees shall incur no liability in the
          case of the failure of such purchaser to take up and pay for the
          Collateral so sold and, in the case of such failure, such Collateral
          may again be sold upon like notice. The Pledgees, however, instead of
          exercising the power of sale herein conferred upon them, may proceed
          by a suit or suits at law or in equity to foreclose the security
          interest and sell the Collateral, or any portion thereof, under a
<PAGE>
          judgment or decree of a court or courts of competent jurisdiction, the
          Pledgor having been given due notice of all such action. The Pledgees
          shall incur no liability as a result of a sale of the Collateral or
          any part thereof. All proceeds of any such sale, after deducting the
          reasonable expenses and reasonable attorneys' fees incurred in
          connection with such sale, shall be applied in reduction of the
          Obligations, and the remainder, if any, shall be paid to the Pledgor.

     8. Application of Proceeds; Release. The proceeds of any sale or
enforcement of or against all or any part of the Collateral, and any other cash
or collateral at the time held by the Pledgees hereunder, shall be applied by
the Pledgees first to the payment of the reasonable costs of any such sale or
enforcement, then to reimburse the Pledgees for any damages, costs or expenses
incurred by the Pledgees as a result of an Event of Default, then to the payment
of the principal amount or stated valued (as applicable) of, and interest or
dividends (as applicable) and any other payments due in respect of, the
Obligations. The remainder, if any, shall be paid to the Pledgor. As used in
this Agreement, "proceeds" shall mean cash, securities and other property
realized in respect of, and distributions in kind of, the Collateral, including
any thereof received under any reorganization, liquidation or adjustment of debt
of any issuer of securities included in the Collateral.

     9. Representations and Warranties.

          (a) The Pledgor hereby represents and warrants to the Pledgees that:

               (i) the Pledgor has full power and authority and legal right to
          pledge the Collateral to the Pledgees pursuant to this Agreement and
          this Agreement constitutes a legal, valid and binding obligation of
          the Pledgor, enforceable in accordance with its terms.

               (ii) the execution, delivery and performance of this Agreement
          and other instruments contemplated herein will not violate any
          provision of any order or decree of any court or governmental
          instrumentality or of any mortgage, indenture, contract or other
          agreement to which the Pledgor is a party or by which the Pledgor and
          the Collateral may be bound, and will not result in the creation or
          imposition of any lien, charge or encumbrance on, or security interest
          in, any of the Pledgor's properties pursuant to the provisions of such
          mortgage, indenture, contract or other agreement.

               (iii) the Pledgor is the sole record and beneficial owner of all
          of the Shares; and

               (iv) the Pledgor owns the Collateral free and clear of all Liens.
          <PAGE>
          (b) The Company represents and warrants to the Pledgees that:

               (i) it has no knowledge that any of the representations or
          warranties of the Pledgor herein are incorrect or false in any
          material respect;

               (ii) all of the Shares were validly issued, fully paid and
          non-assessable; and

               (iii) the Pledgor is the record holder of the Shares.

     10. No Waiver; No Election of Remedies. No failure on the part of the
Pledgees to exercise, and no delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise by the Pledgees of any right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies herein provided are cumulative and are not exclusive of any
remedies provided by law. In addition, the exercise of any right or remedy of
the Pledgees at law or equity or under this Agreement or any of the documents
shall not be deemed to be an election of Pledgee's rights or remedies under such
documents or at law or equity.

     11. Termination. This Agreement shall terminate on the date on which all
Obligations have been performed, satisfied, paid or discharged in full.

     12. Further Assurances. The parties hereto agree that, from time to time
upon the written request of any party hereto, they will execute and deliver such
further documents and do such other acts and things as such party may reasonably
request in order fully to effect the purposes of this Agreement. The Pledgees
acknowledge that they are aware that Pledgor shall have no obligations
whatsoever to the Pledgees beyond the Collateral pledged for the Obligations set
forth herein, and no request for further assurance may or shall increase such
Obligations.

     13. Miscellaneous.

          (a) Modification. This Agreement contains the entire understanding
     between the parties with respect to the subject matter hereof and
     specifically incorporates all prior oral and written agreements relating to
     the subject matter hereof. No portion or provision of this Agreement may be
     changed, modified, amended, waived, supplemented, discharged, canceled or
     terminated orally or by any course of dealing, or in any manner other than
     by an agreement in writing, signed by the party to be charged.

          (b) Notice. Any and all notices or other communications or deliveries
     required or permitted to be provided hereunder shall be in writing and
     shall be deemed given and effective on the earliest of (i) the date of
     transmission, if such notice or communication is delivered via facsimile at
     the facsimile telephone number specified in this Section prior to 6:30 p.m.
     (New York City time) on a Business Day (as defined in the Purchase

<PAGE>
     Agreement), (ii) the Business Day after the date of transmission, if such
     notice or communication is delivered via facsimile at the facsimile
     telephone number specified in this Agreement later than 6:30 p.m. (New York
     City time) on any date and earlier than 11:59 p.m. (New York City time) on
     such date, (iii) the Business Day following the date of mailing, if sent by
     nationally recognized overnight courier services, or (iv) upon actual
     receipt by the party to whom such notice is required to be given. The
     address for such notices and communications shall be as follows:

          If to the Company:                FullCircle Registry, Inc.
                                            500 West Jefferson Street
                                            PNC Plaza, Suite 2310
                                            Louisville, KY 40202
                                            Facsimile No.:  (502) 540-5879
                                            Attn:  Chief Executive Officer

           With copies to:                  Walstrand & Associates
                                            8 East Broadway, Suite 620
                                            Salt Lake City, UT 84111-2204
                                            Facsimile No.:  (801) 363-1715
                                            Attn:    Cletha A. Walstrand, Esq.

           If to the Pledgor:                Steve Whitten


                                             Facsimile No.:
                                                         -------------------

           If to the Pledgees:               AJW Partners, LLC
                                             1044 Northern Boulevard
                                             Suite 302
                                             Roslyn, New York 11576
                                             Facsimile No.:  (516) 739-7115
                                             Attn:  Corey S. Ribotsky

                                                     and
<PAGE>
                                             AJW Offshore, Ltd.
                                             P.O. Box 32021 SNB
                                             Grand Cayman, Cayman Island, B.W.I.
                                             Facsimile No.:  (516) 739-7115
                                             Attn:  Corey S. Ribotsky

                                                     and

                                             AJW Qualified Partners, LLC
                                             1044 Northern Boulevard
                                             Suite 302
                                             Roslyn, New York  11576
                                             Facsimile No.:  (516) 739-7115
                                             Attn:  Corey S. Ribotsky

           With copies to:                Ballard Spahr Andrews & Ingersoll, LLP
                                             1735 Market Street, 51st Fl.
                                             Philadelphia, PA  19103
                                             Facsimile No.:  (215) 864-8999
                                             Attn:   Gerald J. Guarcini, Esq.

          (c) Invalidity. If any part of this Agreement is contrary to,
     prohibited by, or deemed invalid under applicable laws or regulations, such
     provision shall be inapplicable and deemed omitted to the extent so
     contrary, prohibited or invalid, but the remainder hereof shall not be
     invalidated thereby and shall be given effect so far as possible.

          (d) Benefit of Agreement. This Agreement shall be binding upon and
     inure to the parties hereto and their respective successors and assigns.

          (e) Mutual Agreement. This Agreement embodies the arm's length
     negotiation and mutual agreement between the parties hereto and shall not
     be construed against either party as having been drafted by it.

          (f) New York Law to Govern. This Agreement shall be governed by and
     construed and enforced in accordance with the internal laws of the State of
     New York without regard to the principals of conflicts of law thereof. Each
     party hereby irrevocably submits to the exclusive jurisdiction of the state
     and Federal courts sitting in the city of New York, borough of Manhattan,
     for the adjudication of any dispute hereunder or in connection herewith or
     with any transaction contemplated hereby or discussed herein, and hereby
     irrevocably waives, and agrees not to assert in any suit, action or
     proceeding, any claim that it is not personally subject to the jurisdiction
     of any such court or that such suit, action or proceeding is improper. Each
     party hereby irrevocably waives personal service of process and consents to
     process being served in any such suit, action or proceeding by mailing a
     copy thereof to such party at the address in effect for notices to it under
     this agreement and agrees that such service shall constitute good and
     sufficient service of process and notice thereof. Nothing contained herein
     shall be deemed to limit in any way any right to serve process in any
     manner permitted by law.




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<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Guaranty and Pledge
Agreement to be duly executed by their respective authorized persons as of the
date first indicated above. FULLCIRCLE REGISTRY, INC.


                                            By:
                                               ---------------------------------
                                                  James A. Reskin
                                                  Chief Executive Officer


                                            Pledgees:

                                            AJW PARTNERS, LLC
                                            By:      SMS Group, LLC


                                            By:
                                                --------------------------------
                                                   Corey S. Ribotsky
                                                   Manager


                                            AJW OFFSHORE, LTD.
                                            By:  First Street Manager II, LLC


                                            By:
                                                --------------------------------
                                                    Corey S. Ribotsky
                                                    Manager


                                            AJW QUALIFIED PARTNERS, LLC
                                            By:  AJW Manager, LLC


                                            By:
                                                 -------------------------------
                                                     Corey S. Ribotsky
                                                     Manager



                    [Signatures Continued on Following Page]
<PAGE>
                                Pledgor:


                                _____________________________
                                Steve Whitten


                                Number of Shares subject to this pledge: 500,000


                                Date such Shares were acquired: April 17, 2002