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 1,342,773  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 Five Hundred Forty-Two Thousand Seven
          Hundred  Seventy-Three  (1,542,773)  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