Exhibit 10.2


                               AMENDMENT NO. 1 TO
                             FOUR OAKS FINCORP, INC.
                     EMPLOYEE STOCK PURCHASE AND BONUS PLAN

     THIS AMENDMENT NO. 1 of the Four Oaks Fincorp, Inc. Employee Stock Purchase
and Bonus Plan (Amended and Restated  August 20, 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 268,554  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 100,000 shares; and

     WHEREAS,  pursuant  to  Section  13 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 20 of the Plan, an aggregate of
          Three Hundred Sixty-Eight  Thousand Five Hundred Fifty-Four  (368,554)
          shares (the "Shares") of the Holding Company's common stock, par value
          one dollar ($1.00) per share (the "Common  Stock"),  shall be reserved
          for issuance under the Plan.

     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