EXHIBIT 4.1

         THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT
         HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
         EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE
         AGREEMENT DATED AS OF FEBRUARY 12, 2003, NEITHER THIS WARRANT NOR ANY
         OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
         AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT
         OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR
         OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS
         NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR
         REGULATION S UNDER SUCH ACT.

                                                        Right to Purchase
                                                        255,000 Shares of Common
                                                        Stock, $.001 par value
                                                        per share

                             STOCK PURCHASE WARRANT

         THIS CERTIFIES THAT, for value received, AJW OFFSHORE, LTD. or its
registered assigns, is entitled to purchase from FullCircle Registry, Inc., a
Nevada corporation (the "Company"), at any time or from time to time during the
period specified in Paragraph 2 hereof, Two Hundred Fifty-Five Thousand
(255,000) fully paid and nonassessable shares of the Company's Common Stock,
$.001 par value per share (the "Common Stock"), at an exercise price per share
equal to $0.75 (the "Exercise Price"). The term "Warrant Shares," as used
herein, refers to the shares of Common Stock purchasable hereunder. The Warrant
Shares and the Exercise Price are subject to adjustment as provided in Paragraph
4 hereof. The term "Warrants" means this Warrant and the other warrants issued
pursuant to that certain Securities Purchase Agreement, dated February 12, 2003,
by and among the Company and the Buyers listed on the execution page thereof
(the "Securities Purchase Agreement"), including any additional warrants
issuable pursuant to Section 4(l) thereof.

         This Warrant is subject to the following terms, provisions, and
conditions:

     1. Manner of Exercise; Issuance of Certificates; Payment for Shares.
Subject to the provisions hereof, this Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant, together with a
completed exercise agreement in the form attached hereto (the "Exercise
Agreement"), to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the holder hereof), and upon (i) <PAGE>
payment to the Company in cash, by certified or official bank check or by wire
transfer for the account of the Company of the Exercise Price for the Warrant
Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant
Shares by the holder is not then registered pursuant to an effective
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), delivery to the Company of a written notice of an election to
effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant
Shares specified in the Exercise Agreement. The Warrant Shares so purchased
shall be deemed to be issued to the holder hereof or such holder's designee, as
the record owner of such shares, as of the close of business on the date on
which this Warrant shall have been surrendered, the completed Exercise Agreement
shall have been delivered, and payment shall have been made for such shares as
set forth above. Certificates for the Warrant Shares so purchased, representing
the aggregate number of shares specified in the Exercise Agreement, shall be
delivered to the holder hereof within a reasonable time, not exceeding three (3)
business days, after this Warrant shall have been so exercised. The certificates
so delivered shall be in such denominations as may be requested by the holder
hereof and shall be registered in the name of such holder or such other name as
shall be designated by such holder. If this Warrant shall have been exercised
only in part, then, unless this Warrant has expired, the Company shall, at its
expense, at the time of delivery of such certificates, deliver to the holder a
new Warrant representing the number of shares with respect to which this Warrant
shall not then have been exercised. In addition to all other available remedies
at law or in equity, if the Company fails to deliver certificates for the
Warrant Shares within three (3) business days after this Warrant is exercised,
then the Company shall pay to the holder in cash a penalty (the "Penalty") equal
to 2% of the number of Warrant Shares that the holder is entitled to multiplied
by the Market Price (as hereinafter defined) for each day that the Company fails
to deliver certificates for the Warrant Shares. For example, if the holder is
entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the
Company shall pay to the holder $4,000 for each day that the Company fails to
deliver certificates for the Warrant Shares. The Penalty shall be paid to the
holder by the fifth day of the month following the month in which it has
accrued.

     Notwithstanding anything in this Warrant to the contrary, in no event shall
the holder of this Warrant be entitled to exercise a number of Warrants (or
portions thereof) in excess of the number of Warrants (or portions thereof) upon
exercise of which the sum of (i) the number of shares of Common Stock
beneficially owned by the holder and its affiliates (other than shares of Common
Stock which may be deemed beneficially owned through the ownership of the
unexercised Warrants and the unexercised or unconverted portion of any other
securities of the Company (including the Debentures (as defined in the
Securities Purchase Agreement)) subject to a limitation on conversion or
exercise analogous to the limitation contained herein) and (ii) the number of
shares of Common Stock issuable upon exercise of the Warrants (or portions
thereof) with respect to which the determination described herein is being made,
would result in beneficial ownership by the holder and its affiliates of more
than 4.9% of the outstanding shares of Common Stock. For purposes of the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulation 13D-G thereunder, except as otherwise provided in clause
(i) of the preceding sentence. The holder of this Warrant may waive the
limitations set forth herein by sixty-one (61) days written notice to the
Company. Notwithstanding anything to the contrary contained herein, the <PAGE>
limitation on exercise of this Warrant set forth herein may not be amended
without (i) the written consent of the holder hereof and the Company and (ii)
the approval of a majority of shareholders of the Company.

     2. Period of Exercise. This Warrant is exercisable at any time or from time
to time on or after the date on which this Warrant is issued and delivered
pursuant to the terms of the Securities Purchase Agreement and before 6:00 p.m.,
New York, New York time on the seventh (7th) anniversary of the date of issuance
(the "Exercise Period").

     3. Certain Agreements of the Company. The Company hereby covenants and
agrees as follows:

          (a) Shares to be Fully Paid. All Warrant Shares will, upon issuance in
     accordance with the terms of this Warrant, be validly issued, fully paid,
     and nonassessable and free from all taxes, liens, and charges with respect
     to the issue thereof.

          (b) Reservation of Shares. During the Exercise Period, the Company
     shall at all times have authorized, and reserved for the purpose of
     issuance upon exercise of this Warrant, a sufficient number of shares of
     Common Stock to provide for the exercise of this Warrant.

          (c) Listing. The Company shall promptly secure the listing of the
     shares of Common Stock issuable upon exercise of the Warrant upon each
     national securities exchange or automated quotation system, if any, upon
     which shares of Common Stock are then listed (subject to official notice of
     issuance upon exercise of this Warrant) and shall maintain, so long as any
     other shares of Common Stock shall be so listed, such listing of all shares
     of Common Stock from time to time issuable upon the exercise of this
     Warrant; and the Company shall so list on each national securities exchange
     or automated quotation system, as the case may be, and shall maintain such
     listing of, any other shares of capital stock of the Company issuable upon
     the exercise of this Warrant if and so long as any shares of the same class
     shall be listed on such national securities exchange or automated quotation
     system.

          (d) Certain Actions Prohibited. The Company will not, by amendment of
     its charter or through any reorganization, transfer of assets,
     consolidation, merger, dissolution, issue or sale of securities, or any
     other voluntary action, avoid or seek to avoid the observance or
     performance of any of the terms to be observed or performed by it
     hereunder, but will at all times in good faith assist in the carrying out
     of all the provisions of this Warrant and in the taking of all such action
     as may reasonably be requested by the holder of this Warrant in order to
     protect the exercise privilege of the holder of this Warrant against
     dilution or other impairment, consistent with the tenor and purpose of this
     Warrant. Without limiting the generality of the foregoing, the Company (i)
     will not increase the par value of any shares of Common Stock receivable
     upon the exercise of this Warrant above the Exercise Price then in effect,
     and (ii) will take all such actions as may be necessary or appropriate in
     order that the Company may validly and legally issue fully paid and
     nonassessable shares of Common Stock upon the exercise of this Warrant.

          (e) Successors and Assigns. This Warrant will be binding upon any
     entity succeeding to the Company by merger, consolidation, or acquisition
     of all or substantially all the Company's assets.

     4. Antidilution Provisions. During the Exercise Period, the Exercise Price
and the number of Warrant Shares shall be subject to adjustment from time to
time as provided in this Paragraph 4.
<PAGE>
         In the event that any adjustment of the Exercise Price as required
herein results in a fraction of a cent, such Exercise Price shall be rounded up
to the nearest cent.

          (a) Adjustment of Exercise Price and Number of Shares upon Issuance of
     Common Stock. Except as otherwise provided in Paragraphs 4(c) and 4(e)
     hereof, if and whenever on or after the date of issuance of this Warrant,
     the Company issues or sells, or in accordance with Paragraph 4(b) hereof is
     deemed to have issued or sold, any shares of Common Stock for no
     consideration or for a consideration per share (before deduction of
     reasonable expenses or commissions or underwriting discounts or allowances
     in connection therewith) less than the Market Price on the date of issuance
     (a "Dilutive Issuance"), then immediately upon the Dilutive Issuance, the
     Exercise Price will be reduced to a price determined by multiplying the
     Exercise Price in effect immediately prior to the Dilutive Issuance by a
     fraction, (i) the numerator of which is an amount equal to the sum of (x)
     the number of shares of Common Stock actually outstanding immediately prior
     to the Dilutive Issuance, plus (y) the quotient of the aggregate
     consideration, calculated as set forth in Paragraph 4(b) hereof, received
     by the Company upon such Dilutive Issuance divided by the Market Price in
     effect immediately prior to the Dilutive Issuance, and (ii) the denominator
     of which is the total number of shares of Common Stock Deemed Outstanding
     (as defined below) immediately after the Dilutive Issuance.

          (b) Effect on Exercise Price of Certain Events. For purposes of
     determining the adjusted Exercise Price under Paragraph 4(a) hereof, the
     following will be applicable:

               (i) Issuance of Rights or Options. If the Company in any manner
          issues or grants any warrants, rights or options, whether or not
          immediately exercisable, to subscribe for or to purchase Common Stock
          or other securities convertible into or exchangeable for Common Stock
          ("Convertible Securities") (such warrants, rights and options to
          purchase Common Stock or Convertible Securities are hereinafter
          referred to as "Options") and the price per share for which Common
          Stock is issuable upon the exercise of such Options is less than the
          Market Price on the date of issuance or grant of such Options, then
          the maximum total number of shares of Common Stock issuable upon the
          exercise of all such Options will, as of the date of the issuance or
          grant of such Options, be deemed to be outstanding and to have been
          issued and sold by the Company for such price per share. For purposes
          of the preceding sentence, the "price per share for which Common Stock
          is issuable upon the exercise of such Options" is determined by
          dividing (i) the total amount, if any, received or receivable by the
          Company as consideration for the issuance or granting of all such
          Options, plus the minimum aggregate amount of additional
          consideration, if any, payable to the Company upon the exercise of all
          such Options, plus, in the case of Convertible Securities issuable
          upon the exercise of such Options, the minimum aggregate amount of
          additional consideration payable upon the conversion or exchange
          thereof at the time such Convertible Securities first become
          convertible or exchangeable, by (ii) the maximum total number of
          shares of Common Stock issuable upon the exercise of all such Options
          (assuming full conversion of Convertible Securities, if applicable).
          No further adjustment to the Exercise Price will be made upon the
          actual issuance of such Common Stock upon the exercise of such Options
          or upon the conversion or exchange of Convertible Securities issuable
          upon exercise of such Options.

               (ii) Issuance of Convertible Securities. If the Company in any
          manner issues or sells any Convertible Securities, whether or not
<PAGE>
          immediately convertible (other than where the same are issuable upon
          the exercise of Options) and the price per share for which Common
          Stock is issuable upon such conversion or exchange is less than the
          Market Price on the date of issuance, then the maximum total number of
          shares of Common Stock issuable upon the conversion or exchange of all
          such Convertible Securities will, as of the date of the issuance of
          such Convertible Securities, be deemed to be outstanding and to have
          been issued and sold by the Company for such price per share. For the
          purposes of the preceding sentence, the "price per share for which
          Common Stock is issuable upon such conversion or exchange" is
          determined by dividing (i) the total amount, if any, received or
          receivable by the Company as consideration for the issuance or sale of
          all such Convertible Securities, plus the minimum aggregate amount of
          additional consideration, if any, payable to the Company upon the
          conversion or exchange thereof at the time such Convertible Securities
          first become convertible or exchangeable, by (ii) the maximum total
          number of shares of Common Stock issuable upon the conversion or
          exchange of all such Convertible Securities. No further adjustment to
          the Exercise Price will be made upon the actual issuance of such
          Common Stock upon conversion or exchange of such Convertible
          Securities.

               (iii) Change in Option Price or Conversion Rate. If there is a
          change at any time in (i) the amount of additional consideration
          payable to the Company upon the exercise of any Options; (ii) the
          amount of additional consideration, if any, payable to the Company
          upon the conversion or exchange of any Convertible Securities; or
          (iii) the rate at which any Convertible Securities are convertible
          into or exchangeable for Common Stock (other than under or by reason
          of provisions designed to protect against dilution), the Exercise
          Price in effect at the time of such change will be readjusted to the
          Exercise Price which would have been in effect at such time had such
          Options or Convertible Securities still outstanding provided for such
          changed additional consideration or changed conversion rate, as the
          case may be, at the time initially granted, issued or sold.

               (iv) Treatment of Expired Options and Unexercised Convertible
          Securities. If, in any case, the total number of shares of Common
          Stock issuable upon exercise of any Option or upon conversion or
          exchange of any Convertible Securities is not, in fact, issued and the
          rights to exercise such Option or to convert or exchange such
          Convertible Securities shall have expired or terminated, the Exercise
          Price then in effect will be readjusted to the Exercise Price which
          would have been in effect at the time of such expiration or
          termination had such Option or Convertible Securities, to the extent
          outstanding immediately prior to such expiration or termination (other
          than in respect of the actual number of shares of Common Stock issued
          upon exercise or conversion thereof), never been issued.

               (v) Calculation of Consideration Received. If any Common Stock,
          Options or Convertible Securities are issued, granted or sold for
          cash, the consideration received therefor for purposes of this Warrant
          will be the amount received by the Company therefor, before deduction
          of reasonable commissions, underwriting discounts or allowances or
          other reasonable expenses paid or incurred by the Company in
          connection with such issuance, grant or sale. In case any Common
          Stock, Options or Convertible Securities are issued or sold for a
          consideration part or all of which shall be other than cash, the
          amount of the consideration other than cash received by the Company
          will be the fair value of such consideration, except where such
          consideration consists of securities, in which case the amount of
          consideration received by the Company will be the Market Price thereof
          as of the date of receipt. In case any Common Stock, Options or
          Convertible Securities are issued in connection with any acquisition,
          merger or consolidation in which the Company is the surviving
          corporation, the amount of consideration therefor will be deemed to be
<PAGE>
          the fair value of such portion of the net assets and business of the
          non-surviving corporation as is attributable to such Common Stock,
          Options or Convertible Securities, as the case may be. The fair value
          of any consideration other than cash or securities will be determined
          in good faith by the Board of Directors of the Company.

               (vi) Exceptions to Adjustment of Exercise Price. No adjustment to
          the Exercise Price will be made (i) upon the exercise of any warrants,
          options or convertible securities granted, issued and outstanding on
          the date of issuance of this Warrant; (ii) upon the grant or exercise
          of any stock or options which may hereafter be granted or exercised
          under any employee benefit plan, stock option plan or restricted stock
          plan of the Company now existing or to be implemented in the future,
          so long as the issuance of such stock or options is approved by a
          majority of the independent members of the Board of Directors of the
          Company or a majority of the members of a committee of independent
          directors established for such purpose; or (iii) upon the exercise of
          the Warrants.

          (c) Subdivision or Combination of Common Stock. If the Company at any
     time subdivides (by any stock split, stock dividend, recapitalization,
     reorganization, reclassification or otherwise) the shares of Common Stock
     acquirable hereunder into a greater number of shares, then, after the date
     of record for effecting such subdivision, the Exercise Price in effect
     immediately prior to such subdivision will be proportionately reduced. If
     the Company at any time combines (by reverse stock split, recapitalization,
     reorganization, reclassification or otherwise) the shares of Common Stock
     acquirable hereunder into a smaller number of shares, then, after the date
     of record for effecting such combination, the Exercise Price in effect
     immediately prior to such combination will be proportionately increased.

          (d) Adjustment in Number of Shares. Upon each adjustment of the
     Exercise Price pursuant to the provisions of this Paragraph 4, the number
     of shares of Common Stock issuable upon exercise of this Warrant shall be
     adjusted by multiplying a number equal to the Exercise Price in effect
     immediately prior to such adjustment by the number of shares of Common
     Stock issuable upon exercise of this Warrant immediately prior to such
     adjustment and dividing the product so obtained by the adjusted Exercise
     Price.

          (e) Consolidation, Merger or Sale. In case of any consolidation of the
     Company with, or merger of the Company into any other corporation, or in
     case of any sale or conveyance of all or substantially all of the assets of
     the Company other than in connection with a plan of complete liquidation of
     the Company, then as a condition of such consolidation, merger or sale or
     conveyance, adequate provision will be made whereby the holder of this
     Warrant will have the right to acquire and receive upon exercise of this
     Warrant in lieu of the shares of Common Stock immediately theretofore
     acquirable upon the exercise of this Warrant, such shares of stock,
     securities or assets as may be issued or payable with respect to or in
     exchange for the number of shares of Common Stock immediately theretofore
     acquirable and receivable upon exercise of this Warrant had such
     consolidation, merger or sale or conveyance not taken place. In any such
     case, the Company will make appropriate provision to insure that the
     provisions of this Paragraph 4 hereof will thereafter be applicable as
     nearly as may be in relation to any shares of stock or securities
     thereafter deliverable upon the exercise of this Warrant. The Company will
<PAGE>
     not effect any consolidation, merger or sale or conveyance unless prior to
     the consummation thereof, the successor corporation (if other than the
     Company) assumes by written instrument the obligations under this Paragraph
     4 and the obligations to deliver to the holder of this Warrant such shares
     of stock, securities or assets as, in accordance with the foregoing
     provisions, the holder may be entitled to acquire.

          (f) Distribution of Assets. In case the Company shall declare or make
     any distribution of its assets (including cash) to holders of Common Stock
     as a partial liquidating dividend, by way of return of capital or
     otherwise, then, after the date of record for determining shareholders
     entitled to such distribution, but prior to the date of distribution, the
     holder of this Warrant shall be entitled upon exercise of this Warrant for
     the purchase of any or all of the shares of Common Stock subject hereto, to
     receive the amount of such assets which would have been payable to the
     holder had such holder been the holder of such shares of Common Stock on
     the record date for the determination of shareholders entitled to such
     distribution.

          (g) Notice of Adjustment. Upon the occurrence of any event which
     requires any adjustment of the Exercise Price, then, and in each such case,
     the Company shall give notice thereof to the holder of this Warrant, which
     notice shall state the Exercise Price resulting from such adjustment and
     the increase or decrease in the number of Warrant Shares purchasable at
     such price upon exercise, setting forth in reasonable detail the method of
     calculation and the facts upon which such calculation is based. Such
     calculation shall be certified by the Chief Financial Officer of the
     Company.

          (h) Minimum Adjustment of Exercise Price. No adjustment of the
     Exercise Price shall be made in an amount of less than 1% of the Exercise
     Price in effect at the time such adjustment is otherwise required to be
     made, but any such lesser adjustment shall be carried forward and shall be
     made at the time and together with the next subsequent adjustment which,
     together with any adjustments so carried forward, shall amount to not less
     than 1% of such Exercise Price.

          (i) No Fractional Shares. No fractional shares of Common Stock are to
     be issued upon the exercise of this Warrant, but the Company shall pay a
     cash adjustment in respect of any fractional share which would otherwise be
     issuable in an amount equal to the same fraction of the Market Price of a
     share of Common Stock on the date of such exercise.

          (j) Other Notices. In case at any time:

               (i) the Company shall declare any dividend upon the Common Stock
          payable in shares of stock of any class or make any other distribution
          (including dividends or distributions payable in cash out of retained
          earnings) to the holders of the Common Stock;

               (ii) the Company shall offer for subscription pro rata to the
          holders of the Common Stock any additional shares of stock of any
          class or other rights;

               (iii) there shall be any capital reorganization of the Company,
          or reclassification of the Common Stock, or consolidation or merger of
          the Company with or into, or sale of all or substantially all its
          assets to, another corporation or entity; or

               (iv) there shall be a voluntary or involuntary dissolution,
          liquidation or winding up of the Company;
<PAGE>
then, in each such case, the Company shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall be taken for determining the holders of Common Stock entitled to receive
any such dividend, distribution, or subscription rights or for determining the
holders of Common Stock entitled to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up and (b) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, notice of
the date (or, if not then known, a reasonable approximation thereof by the
Company) when the same shall take place. Such notice shall also specify the date
on which the holders of Common Stock shall be entitled to receive such dividend,
distribution, or subscription rights or to exchange their Common Stock for stock
or other securities or property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or
winding-up, as the case may be. Such notice shall be given at least 30 days
prior to the record date or the date on which the Company's books are closed in
respect thereto. Failure to give any such notice or any defect therein shall not
affect the validity of the proceedings referred to in clauses (i), (ii), (iii)
and (iv) above.

          (k) Certain Events. If any event occurs of the type contemplated by
     the adjustment provisions of this Paragraph 4 but not expressly provided
     for by such provisions, the Company will give notice of such event as
     provided in Paragraph 4(g) hereof, and the Company's Board of Directors
     will make an appropriate adjustment in the Exercise Price and the number of
     shares of Common Stock acquirable upon exercise of this Warrant so that the
     rights of the holder shall be neither enhanced nor diminished by such
     event.

          (l) Certain Definitions.

               (i) "Common Stock Deemed Outstanding" shall mean the number of
          shares of Common Stock actually outstanding (not including shares of
          Common Stock held in the treasury of the Company), plus (x) pursuant
          to Paragraph 4(b)(i) hereof, the maximum total number of shares of
          Common Stock issuable upon the exercise of Options, as of the date of
          such issuance or grant of such Options, if any, and (y) pursuant to
          Paragraph 4(b)(ii) hereof, the maximum total number of shares of
          Common Stock issuable upon conversion or exchange of Convertible
          Securities, as of the date of issuance of such Convertible Securities,
          if any.

               (ii) "Market Price," as of any date, (i) means the average of the
          last reported sale prices for the shares of Common Stock on the OTCBB
          for the five (5) Trading Days immediately preceding such date as
          reported by Bloomberg, or (ii) if the OTCBB is not the principal
          trading market for the shares of Common Stock, the average of the last
          reported sale prices on the principal trading market for the Common
          Stock during the same period as reported by Bloomberg, or (iii) if
          market value cannot be calculated as of such date on any of the
          foregoing bases, the Market Price shall be the fair market value as
          reasonably determined in good faith by (a) the Board of Directors of
          the Company or, at the option of a majority-in-interest of the holders
          of the outstanding Warrants by (b) an independent investment bank of
          nationally recognized standing in the valuation of businesses similar
          to the business of the corporation. The manner of determining the
          Market Price of the Common Stock set forth in the foregoing definition
          shall apply with respect to any other security in respect of which a
          determination as to market value must be made hereunder.
<PAGE>
               (iii) "Common Stock," for purposes of this Paragraph 4, includes
          the Common Stock, par value $.001 per share, and any additional class
          of stock of the Company having no preference as to dividends or
          distributions on liquidation, provided that the shares purchasable
          pursuant to this Warrant shall include only shares of Common Stock,
          par value $.001 per share, in respect of which this Warrant is
          exercisable, or shares resulting from any subdivision or combination
          of such Common Stock, or in the case of any reorganization,
          reclassification, consolidation, merger, or sale of the character
          referred to in Paragraph 4(e) hereof, the stock or other securities or
          property provided for in such Paragraph.

     5. Issue Tax. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the holder of this
Warrant or such shares for any issuance tax or other costs in respect thereof,
provided that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

     6. No Rights or Liabilities as a Shareholder. This Warrant shall not
entitle the holder hereof to any voting rights or other rights as a shareholder
of the Company. No provision of this Warrant, in the absence of affirmative
action by the holder hereof to purchase Warrant Shares, and no mere enumeration
herein of the rights or privileges of the holder hereof, shall give rise to any
liability of such holder for the Exercise Price or as a shareholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.

     7. Transfer, Exchange, and Replacement of Warrant.

          (a) Restriction on Transfer. This Warrant and the rights granted to
     the holder hereof are transferable, in whole or in part, upon surrender of
     this Warrant, together with a properly executed assignment in the form
     attached hereto, at the office or agency of the Company referred to in
     Paragraph 7(e) below, provided, however, that any transfer or assignment
     shall be subject to the conditions set forth in Paragraph 7(f) hereof and
     to the applicable provisions of the Securities Purchase Agreement. Until
     due presentment for registration of transfer on the books of the Company,
     the Company may treat the registered holder hereof as the owner and holder
     hereof for all purposes, and the Company shall not be affected by any
     notice to the contrary. Notwithstanding anything to the contrary contained
     herein, the registration rights described in Paragraph 8 are assignable
     only in accordance with the provisions of that certain Registration Rights
     Agreement, dated February 12, 2003, by and among the Company and the other
     signatories thereto (the "Registration Rights Agreement").

          (b) Warrant Exchangeable for Different Denominations. This Warrant is
     exchangeable, upon the surrender hereof by the holder hereof at the office
     or agency of the Company referred to in Paragraph 7(e) below, for new
     Warrants of like tenor representing in the aggregate the right to purchase
     the number of shares of Common Stock which may be purchased hereunder, each
     of such new Warrants to represent the right to purchase such number of
     shares as shall be designated by the holder hereof at the time of such
     surrender.

          (c) Replacement of Warrant. Upon receipt of evidence reasonably
     satisfactory to the Company of the loss, theft, destruction, or mutilation
     of this Warrant and, in the case of any such loss, theft, or destruction,
     upon delivery of an indemnity agreement reasonably satisfactory in form and
     amount to the Company, or, in the case of any such mutilation, upon
     surrender and cancellation of this Warrant, the Company, at its expense,
     will execute and deliver, in lieu thereof, a new Warrant of like tenor.
<PAGE>
          (d) Cancellation; Payment of Expenses. Upon the surrender of this
     Warrant in connection with any transfer, exchange, or replacement as
     provided in this Paragraph 7, this Warrant shall be promptly canceled by
     the Company. The Company shall pay all taxes (other than securities
     transfer taxes) and all other expenses (other than legal expenses, if any,
     incurred by the holder or transferees) and charges payable in connection
     with the preparation, execution, and delivery of Warrants pursuant to this
     Paragraph 7.

          (e) Register. The Company shall maintain, at its principal executive
     offices (or such other office or agency of the Company as it may designate
     by notice to the holder hereof), a register for this Warrant, in which the
     Company shall record the name and address of the person in whose name this
     Warrant has been issued, as well as the name and address of each transferee
     and each prior owner of this Warrant.

          (f) Exercise or Transfer Without Registration. If, at the time of the
     surrender of this Warrant in connection with any exercise, transfer, or
     exchange of this Warrant, this Warrant (or, in the case of any exercise,
     the Warrant Shares issuable hereunder), shall not be registered under the
     Securities Act of 1933, as amended (the "Securities Act") and under
     applicable state securities or blue sky laws, the Company may require, as a
     condition of allowing such exercise, transfer, or exchange, (i) that the
     holder or transferee of this Warrant, as the case may be, furnish to the
     Company a written opinion of counsel, which opinion and counsel are
     acceptable to the Company, to the effect that such exercise, transfer, or
     exchange may be made without registration under said Act and under
     applicable state securities or blue sky laws, (ii) that the holder or
     transferee execute and deliver to the Company an investment letter in form
     and substance acceptable to the Company and (iii) that the transferee be an
     "accredited investor" as defined in Rule 501(a) promulgated under the
     Securities Act; provided that no such opinion, letter or status as an
     "accredited investor" shall be required in connection with a transfer
     pursuant to Rule 144 under the Securities Act. The first holder of this
     Warrant, by taking and holding the same, represents to the Company that
     such holder is acquiring this Warrant for investment and not with a view to
     the distribution thereof.

     8. Registration Rights. The initial holder of this Warrant (and certain
assignees thereof) is entitled to the benefit of such registration rights in
respect of the Warrant Shares as are set forth in Section 2 of the Registration
Rights Agreement.

     9. Notices. All notices, requests, and other communications required or
permitted to be given or delivered hereunder to the holder of this Warrant shall
be in writing, and shall be personally delivered, or shall be sent by certified
or registered mail or by recognized overnight mail courier, postage prepaid and
addressed, to such holder at the address shown for such holder on the books of
the Company, or at such other address as shall have been furnished to the
Company by notice from such holder. All notices, requests, and other
communications required or permitted to be given or delivered hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed, to the office of the Company at 500 West Jefferson
Street, PNC Plaza, Suite 2310, Louisville, KY 40202, Attention: Chief Executive
Officer, or at such other address as shall have been furnished to the holder of
<PAGE> this Warrant by notice from the Company. Any such notice, request, or
other communication may be sent by facsimile, but shall in such case be
subsequently confirmed by a writing personally delivered or sent by certified or
registered mail or by recognized overnight mail courier as provided above. All
notices, requests, and other communications shall be deemed to have been given
either at the time of the receipt thereof by the person entitled to receive such
notice at the address of such person for purposes of this Paragraph 9, or, if
mailed by registered or certified mail or with a recognized overnight mail
courier upon deposit with the United States Post Office or such overnight mail
courier, if postage is prepaid and the mailing is properly addressed, as the
case may be.

     10. Governing Law. THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE
EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,
NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS
ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO
THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT
SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN
EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL
NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER
THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING
ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH
DISPUTE.

     11. Miscellaneous.

          (a) Amendments. This Warrant and any provision hereof may only be
     amended by an instrument in writing signed by the Company and the holder
     hereof.

          (b) Descriptive Headings. The descriptive headings of the several
     paragraphs of this Warrant are inserted for purposes of reference only, and
     shall not affect the meaning or construction of any of the provisions
     hereof.

          (c) Cashless Exercise. Notwithstanding anything to the contrary
     contained in this Warrant, if the resale of the Warrant Shares by the
     holder is not then registered pursuant to an effective registration
     statement under the Securities Act, this Warrant may be exercised by
     presentation and surrender of this Warrant to the Company at its principal
     executive offices with a written notice of the holder's intention to effect
     a cashless exercise, including a calculation of the number of shares of
<PAGE>
     Common Stock to be issued upon such exercise in accordance with the terms
     hereof (a "Cashless Exercise"). In the event of a Cashless Exercise, in
     lieu of paying the Exercise Price in cash, the holder shall surrender this
     Warrant for that number of shares of Common Stock determined by multiplying
     the number of Warrant Shares to which it would otherwise be entitled by a
     fraction, the numerator of which shall be the difference between the then
     current Market Price per share of the Common Stock and the Exercise Price,
     and the denominator of which shall be the then current Market Price per
     share of Common Stock. For example, if the holder is exercising 100,000
     Warrants with a per Warrant exercise price of $0.75 per share through a
     cashless exercise when the Common Stock's current Market Price per share is
     $2.00 per share, then upon such Cashless Exercise the holder will receive
     62,500 shares of Common Stock.

          (d) Remedies. The Company acknowledges that a breach by it of its
     obligations hereunder will cause irreparable harm to the holder, by
     vitiating the intent and purpose of the transaction contemplated hereby.
     Accordingly, the Company acknowledges that the remedy at law for a breach
     of its obligations under this Warrant will be inadequate and agrees, in the
     event of a breach or threatened breach by the Company of the provisions of
     this Warrant, that the holder shall be entitled, in addition to all other
     available remedies at law or in equity, and in addition to the penalties
     assessable herein, to an injunction or injunctions restraining, preventing
     or curing any breach of this Warrant and to enforce specifically the terms
     and provisions thereof, without the necessity of showing economic loss and
     without any bond or other security being required.





                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer.

                                                       FULLCIRCLE REGISTRY, INC.


                                             By: _______________________________
                                                         James A. Reskin
                                                         Chief Executive Officer


Dated as of February 12, 2003



<PAGE>

                           FORM OF EXERCISE AGREEMENT



                                                        Dated: ________ __, 200_



To:      FullCircle Registry, Inc.





         The undersigned, pursuant to the provisions set forth in the within
Warrant, hereby agrees to purchase ________ shares of Common Stock covered by
such Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant in cash or by certified or official bank check in the
amount of, or, if the resale of such Common Stock by the undersigned is not
currently registered pursuant to an effective registration statement under the
Securities Act of 1933, as amended, by surrender of securities issued by the
Company (including a portion of the Warrant) having a market value (in the case
of a portion of this Warrant, determined in accordance with Section 11(c) of the
Warrant) equal to $_________. Please issue a certificate or certificates for
such shares of Common Stock in the name of and pay any cash for any fractional
share to:



                                            Name: ______________________________


                                                                      Signature:
                                            Address:____________________________


                                  Note: The above signature should correspond
                                        exactly with the name on the face of the
                                         within Warrant, if applicable.


and, if said number of shares of Common Stock shall not be all the shares
purchasable under the within Warrant, a new Warrant is to be issued in the name
of said undersigned covering the balance of the shares purchasable thereunder
less any fraction of a share paid in cash.



<PAGE>
                               FORM OF ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers all the rights of the undersigned under the within Warrant, with
respect to the number of shares of Common Stock covered thereby set forth
hereinbelow, to:


Name of Assignee                    Address                         No of Shares





, and hereby irrevocably constitutes and appoints
___________________________________ as agent and attorney-in-fact to transfer
said Warrant on the books of the within-named corporation, with full power of
substitution in the premises.



Dated:   ________ __, 200_



In the presence of:                               ______________________________

                                             Name:______________________________


                                             Signature:_________________________
                                     Title of Signing Officer or Agent (if any):

                                         Address: ______________________________


                                                Note: The above signature should
                                                      correspond exactly with
                                                      the name on the face of
                                                      the within Warrant, if
                                                      applicable.