Cannabinoids can reduce the pre-synaptic release of acetylcholine and other neurotransmitters in the mammalian brain through a retrograde signaling pathway. Organophosphorus insecticides elicit toxicity by inhibiting acetylcholinesterase and thereby increasing synaptic acetylcholine levels. Several studies suggest that some organophosphorus toxicants can potentially modify cannabinergic signaling by direct binding to cannabinoid receptors and inhibition of enzymes responsible for cannabinoid degradation (i.e., fatty acid amide hydrolase and monoacylglycerol lipase). We hypothesized that exposure to the cannabinoid receptor agonist WIN 55,212-2 (WIN) could alter the acute toxicity of the prototype anticholinesterase, paraoxon. In vitro, paraoxon inhibited hippocampal cholinesterase and fatty acid amide hydrolase activities, and displaced specific binding to the cannabinoid receptor ligand ([(3)H]CP 55,940) in a concentration-dependent manner. WIN (0.5, 1.5 or 5mg/kg/day) had a complex dose-related effect on locomotor activity when evaluated for 2h after either the first or last of seven daily exposures, and significantly decreased hippocampal CB1 binding following repeated dosing. Four hours after dosing, paraoxon (0.4 mg/kg, sc) elicited classical signs of cholinergic toxicity and significantly reduced hippocampal cholinesterase and fatty acid amide hydrolase activities as well as [(3)H]CP 55,940 binding. A single exposure to WIN (1.5 mg/kg) significantly reduced involuntary movements and SLUD signs following acute paraoxon exposure (0.4 and 0.6 mg/kg, sc). In contrast, when rats were challenged with paraoxon (0.4 mg/kg) after the seventh daily exposure to WIN (1.5mg/kg/day), involuntary movements were significantly increased at later timepoints, while SLUD signs were unaffected. These results suggest that acute and repeated exposure to cannabinoid agonists may differentially modify acute cholinergic toxicity, possibly through modulation of acetylcholine release and adaptation in cannabinergic signaling associated with repeated cannabinoid exposures.