Exhibit
      10.2

    


    FIRST
      AMENDMENT TO THE

    FORM
      OF WARRANT CERTIFICATE

    


    This
      First Amendment to the Form of Warrant Certificate (the “Amendment”) is dated as
      of October 11, 2007 and executed by T Bancshares, Inc. f/k/a First Metroplex
      Capital, Inc., a Texas corporation (the “Company”).

    


    WHEREAS,
      the
      Company executed a certain Warrant Agreement (the “Agreement”) dated November 2,
      2004, in favor of the initial shareholders of the Company’s common stock (the
“Initial Holders”); 

    


    WHEREAS,
      in
      connection with the Agreement, each Initial Holder received a warrant
      certificate (a “Warrant Certificate”) referencing the Agreement, specifying the
      number of Warrants held by the Initial Holder and providing the general terms
      and conditions of exercising the Warrants;

    


    WHEREAS,
      pursuant
      to the Agreement and the Warrant Certificates, each Initial Holder of the
      Company’s common stock, $0.01 par value, received one (1) warrant (a “Warrant”)
      to purchase an additional share of the Company’s common stock, at an exercise
      price of $12.50 per share, for every (5) shares of the Company’s common stock
      purchased in the initial offering; 

    


    WHEREAS,
      the
      Warrants were scheduled to expire at 2:00 p.m., Dallas, Texas time on the
      earlier of (i) November 2, 2007, or (ii) the occurrence of certain regulatory
      action, as specified in Section 3(b) of the Agreement; 

    


    WHEREAS,
      on
      October 11, 2007, the Board of Directors of the Company approved the extension
      of the expiration date of the Warrants to 2:00 p.m., Dallas, Texas time on
      the
      earlier of (i) May 2, 2009, or (ii) the occurrence of certain regulatory action,
      as specified in Section 3(b) of the Agreement; 

    


    WHEREAS,
      pursuant
      to the language of the Warrant Certificates, the Initial Holders agreed to
      be
      bound by the provisions of the Agreement upon acceptance of the Warrant
      Certificates;

    


    WHEREAS,
      Section
      14(f) of the Agreement permits modification and amendment to the terms of the
      Agreement if signed by the party to be bound by such modifications or
      amendments; 

    


    WHEREAS,
      pursuant
      to Section 14(f), the Company has elected to amend the Agreement to extend
      the
      expiration date of the Warrants; and

    


    WHEREAS,
      in
      connection with the amendment of the Agreement, the Company desires to amend
      the
      Warrant Certificates as set forth herein.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual agreements set forth herein and
      for
      the purpose of amending the terms and provisions of the Warrants and the
      certificates representing the Warrants and the respective rights and obligations
      thereunder of the Company and the holders of certificates representing the
      Warrants, the Company amends each outstanding Warrant Certificate as
      follows:

    


    1. The
      third
      paragraph of the Warrant Certificate form is hereby amended in its entirety
      to
      read as follows:

    


    This
      Warrant may not be exercised after 2:00 p.m., Dallas, Texas time on the earlier
      to occur of (i) May 2, 2009, or (ii) the date provided in Section 3(b) of the
      Agreement (the “Expiration Time”).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2. Each
      reference in the Warrant Certificate to “this Warrant Certificate,” “hereof,”
“herein,” or words of like import shall mean and be a reference to the Warrant
      Certificate, as amended, extended or modified previously or hereby, and each
      reference to the Warrant Certificate and any other document, instrument or
      agreement executed and/or delivered in connection with the Warrant Certificate
      shall mean and be a reference to the Agreement as amended, extended, or modified
      previously or hereby.

    


    4. Except
      as
      specifically modified herein, the Warrant Certificate shall remain in full
      force
      and effect and is hereby ratified and confirmed.

    


    5. This
      Amendment may be executed in multiple counterparts.

    


    IN
      WITNESS WHEREOF,
      the
      Company has caused the Amendment to be duly executed as of the date first
      written above.

     

     

    
      	 	 	 
	 	T
              BANCSHARES, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Patrick
              G. Adams
	 	
              
Patrick
              G. Adams
	 	Title President