Exhibit 10.1
                               AMENDMENT NO. 1 TO
                             FOUR OAKS FINCORP, INC.
                         NON-QUALIFIED STOCK OPTION PLAN

         THIS AMENDMENT NO. 1 of the Four Oaks Fincorp, Inc. Non-qualified Stock
Option Plan  (Amended and Restated May 17, 2001) (the "Plan") is effective as of
September 1, 2009.

         WHEREAS, Four Oaks Fincorp, Inc. (the "Company") maintains the Plan;

         WHEREAS, after giving effect to prior stock splits, the Board of
Directors of the Company (the "Board") has reserved a total of 1,220,702 shares
of the Company's common stock for issuance under the Plan;

         WHEREAS, the Board has determined that it is in the best interest of
the Company to increase the number of shares of common stock available for
issuance under the Plan by 200,000 shares; and

         WHEREAS, pursuant to Section 12 of the Plan, the Board may make such
amendments to the Plan as it shall deem advisable.

         NOW, THEREFORE, the Plan shall be amended as follows:

         1. The first sentence of Section 2 of the Plan shall be deleted in its
entirety and the following substituted in lieu thereof:

         Subject to the  provisions  of  Paragraph  10 of the Plan,  the Holding
         Company's  Board of Directors  (the "Board") shall reserve for issuance
         upon the exercise of options to be granted  under the Plan from time to
         time an aggregate of One Million Four  Hundred  Twenty  Thousand  Seven
         Hundred Two (1,420,702)  shares of the Holding  Company's common stock,
         par value one dollar ($1.00) per share ("Common  Stock"),  which shares
         shall be authorized and unissued shares of Common Stock.

         2. Except as herein amended, the terms and provisions of the Plan shall
remain in full force and effect as previously adopted.

         IN WITNESS WHEREOF, the undersigned hereby certifies that this
Amendment was duly adopted by the Board on June 22, 2009.

                                     FOUR OAKS FINCORP, INC.


                                     By: /s/ Wanda J. Blow
                                         -------------------------------
                                         Wanda J. Blow, Secretary