COMPENSATION AGREEMENT

Exhibit 4.5

                             COMPENSATION AGREEMENT

     This Compensation Agreement is dated as of May 20, 2003 among FullCircle
Registry, Inc., a Nevada corporation (the "Company") and Xxxxxxx Xxxxxx
("Consultant").

     WHEREAS, the Consultant has provided and will provide XXXXX services for
the Company; and

     WHEREAS, the Company wishes to compensate the Consultant with shares of its
common stock for such services to be rendered;

     NOW THEREFORE, in consideration of the mutual covenants hereinafter stated,
it is agreed as follows:

     1. The Company will issue up to 200,000 shares of its common stock to cover
up to $10,000 worth of services, to the Consultant.

     2. The above compensation shall be registered using a Form S-8. The Company
shall file such Form S-8 with the Securities and Exchange Commission within 30
days of the execution of this agreement.

     IN WITNESS WHEREOF, this Compensation Agreement has been executed by the
Parties as of the date first above written.

                                            FULLCIRCLE REGISTRY, INC.

                                         /s/X. Xxxxxxxx Xxxxx
                                            X. Xxxxxxxx Xxxxx
                                            President


                                         /s/Xxxxxxx Xxxxxx
                                            Xxxxxxx Xxxxxx