Exhibit 4.1

                      [Four Oaks Fincorp, Inc. Letterhead]


August 7, 2009

Securities and Exchange Commission
100 F Street, NE
Washington, D.C.  20549

Re:  Four Oaks Fincorp, Inc. - Form 10-Q for the quarter ended June 30, 2009

Ladies and Gentlemen:

Today, Four Oaks Fincorp, Inc., a North Carolina corporation (the "Company"), is
filing its  Quarterly  Report on Form 10-Q for the  quarter  ended June 30, 2009
(the "Form 10-Q") with the Securities and Exchange Commission ("SEC").

Pursuant to Item  601(b)(4)(iii)(A) of Regulation S-K, the Company hereby agrees
to furnish the SEC, upon request,  copies of instruments and agreements defining
the  rights of  holders  of its  long-term  debt,  which are not being  filed as
exhibits  to the Form 10-Q.  The total  amount of  securities  issued  under any
instrument of such long-term debt does not exceed 10% of the total assets of the
Company and its subsidiaries on a consolidated basis.

Very truly yours,

FOUR OAKS FINCORP, INC.

/s/ Ayden R. Lee, Jr.
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Ayden R. Lee, Jr.
Chairman, President and Chief Executive Officer