<PAGE>   1

                                 Exhibit 10.2.4

               Fifth Amendment and Loan Modification Agreement between
               Harrington Financial Group, Inc. and Mark Twain Kansas City Bank
               (now FIRSTAR Bank, N.A., Overland Park),
               dated January 31, 2001 (modifies version set forth in Exhibits
               10.2, 10.2.1, 10.2.2 and 10.2.3)


<PAGE>   2


                 FIFTH AMENDMENT AND LOAN MODIFICATION AGREEMENT

THIS FIFTH AMENDMENT AND LOAN MODIFICATION AGREEMENT ("Fifth Amendment") is
entered into as of January 31, 2001, by and between FIRSTAR BANK N. A., OVERLAND
PARK, a national banking association and successor-in-interest to Mark Twain
Kansas City Bank ("Lender") and HARRINGTON FINANCIAL GROUP, INC., formerly known
as Financial Research Corporation, an Indiana corporation ("Borrower").

                                    RECITALS

A.      Borrower is presently indebted to Lender as evidenced by that certain
Fourth Amended and Restated Promissory Note dated June 30, 2000, in the original
maximum principal amount of $13,000,000, executed by Borrower in favor of
Lender, (collectively the "Fourth Amended Note").

B.      The Fourth Amended Note was issued pursuant to that certain Fourth
Amendment and Loan Modification Agreement dated June 30, 2000 (the "Fourth
Amendment"), between Borrower and Lender, which amended that certain Third
Amendment and Loan Modification Agreement between Lender and Borrower dated
January 13, 1997, (the "Third Amendment"), which amended by that certain Second
Amendment and Loan Modification Agreement dated July 26, 1996, (the "Second
Amendment") between Borrower and Lender, which amended that certain First
Amendment and Loan Modification Agreement dated July 21, 1995, among Borrower,
Lender, Smith Breeden Associates, Inc., a Kansas corporation, and Douglas T.
Breeden (the "First Amended Loan Agreement") and that certain Loan Agreement
dated April 14, 1994, between Borrower and Lender (collectively, the "Loan
Agreement"). The Fourth Amendment, Fourth Amended and Restated Promissory Note,
Third Amended Note, Third Amendment, Second Amended Note, Second Amendment,
First Amended Loan Agreement and the Loan Agreement are sometimes collectively
referred to herein as the "Loan Documents."

C.      The Loan Documents are secured by (i) a General Pledge Agreement from
Borrower, pledging 100% of the outstanding stock of Harrington Bank, FSB
("Harrington") to Lender ("Pledge Agreement"); (ii) a Security Agreement from
Borrower in favor of Lender providing a blanket security interest in all of
Borrower's assets ("Security Agreement"); (iii) an Assignment of Life Insurance
Policy, dated July 21, 1995, on the life of Douglas T. Breeden in the amount of
$1,000,000 from Borrower ("Breeden Life Insurance Assignment"); and (iv) an
Assignment of Life Insurance Policy, dated June 13, 1994, on the life of Craig
Cerny in the amount of $250,000 from Borrower ("Cerny Life Insurance
Assignment"). The Pledge Agreement, the Security Agreement, the Breeden Life
Insurance Assignment and the Cerny Life Insurance Assignment are collectively
referred to as the "Security Documents."

D.      The outstanding principal balance of the Fourth Amended Note as of the
date hereof is $13,000,000.00.

E.      Borrower has requested that Lender extend the term of the, Fourth
Amended Note and of the Loan evidenced and secured by the Loan Documents and by
the Security Documents to September 30, 2001, and Lender and Borrower have
agreed to the terms of such extension as herein set forth.

NOW, THEREFORE, the parties hereby agree: as follows:

        1.      Conditions Precedent. The modifications described in this Fifth
Amendment and the obligations of Lender set forth in this Fifth Amendment will
not be effective unless and until each of the following conditions precedent
have been satisfied, in form, manner and substance satisfactory to Lender:


<PAGE>   3

a.              Documents to be Delivered.  Borrower shall have delivered or
     caused to be delivered to Lender the following documents, all of which
     shall be properly completed, fully executed, and otherwise satisfactory to
     Lender:

i.                      this Fifth Amendment;

ii.                     the Fifth Amended and Restated Promissory Note in the
     form attached hereto as Exhibit "A" (the "Fifth Amended Note");

iii.                    a copy of resolutions of the Board of Directors of
     Borrower, duly adopted, which authorize the execution, delivery and
     performance of this Fifth Amendment and the Fifth Amended Note, certified
     by the Secretary of Borrower;

iv.                     an incumbency certificate, executed by the Secretary of
     Borrower, which shah identify by name and title and bear the signatures of
     all of the officers of Borrower executing this Fifth Amendment and the
     Fifth Amended Note;

v.                      a Federal Reserve Form U-l purpose statement from
     Borrower.

b.                Fees.  Upon the execution of this Fifth Amendment Borrower,
     agrees to pay to Lender a loan renewal fee of $zero which Lender shall pay
     attorney's fees incurred by Lender up to $950.00 in connection with this
     Fifth Amendment.

        2.      Amendments to Loan Agreement. The Loan Agreement is hereby
amended as follows:

a.                Maximum Facility.  Section 2.01 of the Loan Agreement is
     hereby amended and restated in its entirety as follow:

                Maximum Facility. The total principal amount which has been
                advanced by Lender to Borrower under this Agreement is Twelve
                Million Nine Hundred and Ninety-Five Dollars ($12,995,000) (the
                "Loan Facility"); The Loan Facility shall be evidenced by a
                $12,995,000 non-evolving loan which has been fully-funded prior
                to the date of this Fifth Amendment (the "Term Loan") and
                evidenced by that certain Promissory Note of even date herewith
                in the original principal amount of $12,995,000 (the "Term
                Note", a "Fifth Amended Note").

b.                Note.  Section 2.04 of the Loan Agreement is hereby amended
     and restated in its entirety as follows:

                2.04 Note. The Loan shall be evidenced by and repaid in
                accordance with a promissory note in the form attached hereto as
                Exhibit "A", and incorporated herein by this reference (as the
                same may from time to time be amended or modified (the "Note").

c.                Principal and Interest Payments.  Section 2.06 (a) of the Loan
     Agreement is hereby amended and restated in its entirety as follows:


<PAGE>   4

                (a)     Beginning March 31, 2001, and on the last day of each
                month thereafter, Borrower shall make quarterly payments of
                interest only to Lender at the place designated in Section 2.09
                hereof.

d.                2.07 Maturity Date: The maturity date of, the Loan shall .be
     September 30, 2001 (the "Maturity Date"), on which date all outstanding
     accrued interest and unpaid principal shall be due and payable. The rights
     of Lender and the Obligations of Borrower shall nonetheless survive the
     Maturity Date of the Loan and continue until ail amounts due under the Note
     and all Obligations of Borrower to Lender have been paid and discharged in
     full.

e.                Section 5 of the Loan Agreement is hereby amended to add the
     following affirmative covenants:

                5.13    Net Income of Harrington Bank. The net income of
                Harrington Bank shall equal the following quarterly amounts:
                $593,000.00 for the quarter ending March 1, 2001; $651,000.00
                for the quarter ending June 1, 2001; and, $712,000.00 for the
                quarter ending September 1, 2001; or, at Borrower's election,
                provided that Harrington Bank maintain a minimum of $500,000.00
                in cash on its balance sheet at the end of each quarter, the net
                income of Harrington Bank may be as follows: $386,000.00 for the
                quarter ending March 1, 2001; $420,000.00 for the quarter ending
                June 1, 2001; or, $463,000.00 for the quarter ending September
                1, 2001.

f.                Restriction on Dividends.  Section 6.03 of the Loan Agreement
     is hereby amended and restated in its entirety as follows:

                6.03 Restriction on Dividends. (i) Pay any dividends which
                exceed $.03 (approximately $97,500.00) per currently outstanding
                share of stock, paid quarterly or (ii) permit any stock
                repurchases other than on a quarterly basis and which quarterly
                repurchases shall not exceed the amount of $150,000.00 paid
                quarterly for the quarters ending March 1, 2001, June 1, 2001,
                and September 1, 200l.

g.                Section 8 of the Loan Agreement is hereby amended to provide
     an additional Event of Default as follows:

                8.01    Craig J. Cerny ceases to be President and Director of
                Borrower.

        3.      No Default. Borrower hereby represents and warrants that it is
not in default under any of the terms or provisions of the Loan Documents or
Security Documents, and no "Event of Default" (as such term is defined in any of
the Loan Documents), nor any condition, event, act or omission which would
constitute, with notice, or the passage of time, or both, an "Event of Default,"
exits as of the date of this Fifth Amendment.

        4.      Due Authorization, Valid and Binding on Borrower. Borrower
represents and warrants to Lender that the execution and delivery by Borrower
this Fifth Amendment and the Fifth Amended Note has been duly and properly made
and authorized, and the Loan Documents and Security Documents, as modified by
this Fifth Amendment and the Fifth Amended Note


<PAGE>   5

constitute the valid and binding obligations of Borrower, enforceable in
accordance with their respective terms.

        5.      Ratification of Loan Documents. Except as specifically modified
hereby, the Loan Documents, the Security Documents and all of the terms,
conditions, and covenants contained therein shall remain in full force and
effect, and Borrower hereby fully ratify and confirm such Loan Documents and
Security Documents. Without limiting the generality of the forgoing, Borrower
(i) hereby confirm that the Security Documents continue to secure the Fifth
Amended Note, the Loan Agreement (as modified by this Fifth Amendment) and the
other Security Documents, and (ii) hereby ratifies and reaffirms, as if made on
the date of this Fifth Amendment, each of the representations and warranties
contained in the Loan Documents and the Security Documents.

        6.      Release of Lender. Borrower for itself and for its heirs,
executors, successors and assigns, hereby releases, acquit and forever
discharges Lender and all of Lender's stockholders, directors, officers,
employees, agents and representatives (collectively, the "Released Parties")
from any and all actions, causes of action, claims, counterclaims, debts,
demands, liabilities, obligations, and setoffs of any kind and character,
whether known or unknown, which arise out of acts or omissions of the Released
Parties prior to or on the date hereof and relating in any manner whatsoever to
Borrower's dealings and communications with Lender, the Loan Documents, the
Security Documents and/or the negotiation and execution of this Fifth Amendment.

        7.      Governing: Law. This Fifth Amendment shall be construed and
enforced in accordance with the laws of the State of Kansas.

        8.      Defined Terms. Except as otherwise specifically defined herein,
all capitalized terms shall have the same meaning given to such term in the Loan
Agreement.

        9.      Entire Agreement. THE PARTIES AGREE THAT THIS ENTIRE AGREEMENT
IS NONSTANDARD AND CONTAINS SUFFICIENT SPACE FOR THE PLACEMENT OF NONSTANDARD
TERMS. THIS AGREEMENT (AND THE EXHIBITS AND SCHEDULES ATTACHED HERETO) CONTAIN
ALL OF THE AGREEMENTS AND IS INTENDED TO BE THE FINAL EXPRESSION OF THE CREDIT
AGREEMENT OF BORROWER AND LENDER, AND SUPERSEDES ANY AND ALL PRIOR DISCUSSIONS
AND/OR AGREEMENTS RELATIVE THERETO. THIS AGREEMENT MAY NOT BE CONTRADICTED BY
EVIDENCE OF ANY PRIOR ORAL CREDIT AGREEMENT OR OF A CONTEMPORANEOUS ORAL CREDIT
AGREEMENT BETWEEN BORROWER AND LENDER. BORROWER AND LENDER HEREBY INITIAL THIS
PROVISION AS AN AFFIRMATION THAT NO UNWRITTEN, ORAL CREDIT AGREEMENTS BETWEEN
THE PARTIES EXIST.

                      Borrower's Initials   /s/

                      Lender's Initials     /s/

              (REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK)



<PAGE>   6


(SIGNATURE PAGE FOR FIFTH AMENDMENT AND LOAN MODIFICATION AGREEMENT)

IN WITNESS WHEREOF, the parties have executed this Fifth Amendment on the day
and year first above written.

                          HARRINGTON FINANCIAL GROUP, INC., AN
                          INDIANA CORPORATION (FORMERLY KNOWN AS
                          FINANCIAL RESEARCH CORPORATION)



                          By: /s/ Craig J. Cerny
                              -----------------------------
                                  Craig J. Cerny, President


                          FIRTSTAR BANK N.A. OVERLAND PARK, A
                          NATIONAL BANKING ASSOCIATION (SUCCESSOR-IN-INTEREST TO
                          MARK TWAIN KANSAS CITY BANK)



                          By: /s/ Lorrie McEachern
                              --------------------
                          Name: Lorrie McEachern
                          Title: Vice President


<PAGE>   7


                                 ACKNOWLEDGMENT

STATE OF                     )
         --------------------
                             )ss.
COUNTY OF                    )
          -------------------

On this day of January 2001, before me appeared Craig J. Cerny, to me personally
known, who being by me duly sworn did say that he is the president of Harrington
Financial Group, Inc., an Indiana corporation, and said Craig J. Cerny
acknowledged execution of the foregoing instrument to be the free act and deed
of said corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and fixed my official
seal the day and year last above written.



                                            ------------------------------
                                            Notary Public


<PAGE>   8





                   FIFTH AMENDED AND RESTATED PROMISSORY NOTE

$12,995,000                                                January 31, 200l

FOR VALUE RECEIVED, the undersigned, HARRINGTON FINANCIAL GROUP, INC., formerly
known as Financial Research Corporation, an Indiana corporation ("Maker"),
hereby promises to pay to the order of FIRSTAR BANK N. A., OVERLAND PARK, a
national banking association and successor-in-interest to Mark Twain Kansas City
Bank ("Lender"), at 1101 Walnut, Suite 700, Kansas City, Missouri 64106, or at
such other place or places as may be hereafter designated from time to time by
the holder hereof, the principal sum of Twelve Million Nine Hundred Ninety-Five
Dollars ($12,995,000) or such lesser amount which shall be owing hereunder
pursuant to the Loan Agreement dated April 14, 1994, as amended by the First
Amendment and Loan Modification Agreement dated July 21, 1995, as amended by the
Second Amendment and Loan Modification Agreement dated July 26, 1996, as amended
by the Third Amendment and Loan Modification Agreement dated January 13, 1997,
as amended by the Fourth Amendment and Loan Modification Agreement dated June
30, 2000, as amended by the Fifth Amendment and Loan Modification Agreement
dated of even date herewith between Lender and Maker (collectively, the "Loan
Agreement"), together with interest from the date hereof on the whole or any
portion of said principal sum that remains outstanding and unpaid hereunder
(computed on the basis of a three hundred sixty (360) day year and charged on
the actual number of days principal is outstanding) at a rate equal to the Base
Rate, adjusted each time the Base Rate changes. The interest rate charged
hereunder is-subject to further adjustment as provided in the Loan Agreement.

Unless otherwise specifically defined herein, all capitalized terms used herein
shall have the same meaning ascribed to such terms in the Loan Agreement. After
the date of this Note, the Lender shall have no obligation to make advances
hereunder.

Until this Note is paid in full, Maker shall make quarterly interest only
payments to Lender at the place designated above on the last Banking Day of each
quarter commencing March 1, 2001. The principal balance hereof together with all
accrued but unpaid interest and all other charges and amounts payable to Lender,
under the Loan Documents, shall automatically be finally due and payable in
full, without notice or presentment, on September 30, 2001.

Upon the occurrence of an Event of Default, the interest rate charged hereunder
shall automatically increase to three percent (3%) per annum above the Base Rate
("the Default Rate"), without notice to Maker or any other person. Collection of
additional interest as a result of any increase of the interest rate charged
hereunder to the Default Rate is for the purpose of reasonably compensating
Lender for its additional costs and expenses (including but not limited to
increased general overhead, disproportionate. concentration of management
resources on problem loans, and increased regulatory costs and costs of funds),
all of which are difficult to establish precisely. Lender and Maker agree that
Lender's collection of any such additional interest is not a fine or penalty but
is reasonable compensation to Lender for increased costs and expenses that
Lender will incur as in the event of default hereunder. If any interest, costs,
expenses, charges, disbursements and fees due hereunder or under any other Loan
Document are not paid when due, all such sums shall become principal and shall
bear interest at the Default Rate. Collection of interest at the Default Rate
shall not limit or impair any rights and remedies of Lender hereunder or under
the Loan Documents.

This Note may be prepaid in whole or in part at any time, without penalty or
premium.

This Note, the Loan Agreement and the Security Documents are expressly limited
so that in no contingency or event whatsoever, whether by reason of acceleration
of maturity of the indebtedness evidenced hereby or otherwise, shall the amount
agreed to be paid hereunder for the use, forbearance or detention of money
exceed the highest lawful rate permitted under applicable usury laws. If, from
any circumstance whatsoever, fulfillment of any provision of this Note or any of
the Loan Documents or Security Documents at the time performance of such
provision shall be due, shall involve exceeding any usury limit prescribed by
law which a court of competent jurisdiction may deem applicable


<PAGE>   9

hereto, then, ipso facto, the obligations to be fulfilled shall be reduced to
allow compliance with such limit, and if, from any circumstance whatsoever,
Lender shall ever receive as interest an amount which would exceed the highest
lawful rate, the receipt of such excess shall be deemed a mistake and shall be
canceled automatically or, if theretofore paid, such excess shall be credited
against the principal amount of the indebtedness evidenced hereby to which the
same may lawfully be credited, and any portion of such excess not capable of
being so credited shall be refunded immediately to Maker. Maker affirms that the
indebtedness evidenced hereby is being incurred, and that the proceeds thereof
shall be used, solely for business purposes.

Maker and any endorser, guarantor, surety, and all other persons liable for the
payment of any sum or sums due or to become due under the terms of this Note
severally waive demand, presentment, demand for payment, protest, notices of
protest, nonpayment and dishonor, and all other notices except as specifically
provided herein, and consent that the time of payment of this Note may be
extended, renewed, or modified from time to time, without notice to them or
their consent, and further agree that the security for this Note or any portion
thereof may from time to time be modified, adjusted or released in whole or in
part without affecting the liability of any person liable or becoming liable for
the payment of this Note.

Maker and all other persons liable for the payment of any sum or sums due or to
become due under the terms of this Note or any other Loan Document shall pay to
Lender all costs, expenses, charges, disbursements and attorneys' fees incurred
by Lender in connection with the making, origination or administration of the
loan or indebtedness evidenced hereby and, if permitted by applicable law, in
collecting, enforcing or protecting this Note or any other Loan Document,
whether incurred in or out of court, including probate proceedings, appeals and
bankruptcy proceedings.

To the extent that any payment or payments to Lender and/or any payment or
proceeds of any collateral received by Lender in reduction of the indebtedness
evidenced hereby are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to a trustee, to Maker as a
debtor in possession, or to a receiver or any other party under any bankruptcy
law, state or federal law, common law or equitable cause, then the portion of
the indebtedness evidenced hereby intended to have been satisfied by such
payment or proceeds shall be revived and shall continue in full force and effect
as if such payment or proceeds had never been received by Lender.

Notwithstanding anything herein or in any of the Loan Documents or Security
Documents to the contrary, all payments from Maker to Lender shall be applied,
in such order and manner as Lender elects in its sole discretion, in reduction
of costs, expenses, charges, disbursements and fees payable by Maker hereunder
or under any other Loan Document or Security Documents, in reduction of interest
due on unpaid principal or in reduction of principal. Lender may, without notice
to Maker or any other person, accept one or more partial payments of any sums
due or past due hereunder from time to tune while an uncured Event of Default
exists hereunder, after Lender accelerates the indebtedness evidenced hereby
and/or after Lender commences enforcement of its remedies under the Loan
Documents or Security Documents; without thereby waiving any Event of Default,
rescinding any acceleration or waiving, delaying or forbearing in the pursuit of
any remedies under the Loan Documents. Lender may endorse and deposit any check
or other instrument tendered in connection with such a partial payment without
thereby giving effect to or being bound by any language purporting to make
acceptance of such instrument an accord and satisfaction of the indebtedness
evidenced hereby.

Maker acknowledges and agrees that time is of the essence hereof.

Each of the following events or occurrences shall constitute an "Event of
Default" hereunder: (a) failure to pay when due any installment of principal or
interest on this Note; or (b) the occurrence of any "Event of Default", as
defined in the Loan Agreement which is not cured within any applicable cure
period contained therein.


<PAGE>   10

Upon the occurrence of any Event of Default, or at any time thereafter when any
Event of Default may continue, Lender may, at its option and in its sole
discretion, declare the entire principal balance of this Note, all accrued
interest, costs, expenses, charges, disbursements and fees payable by Maker
hereunder or under any other Loan Document and any other indebtedness evidenced
hereby to be immediately due and payable, and upon such declaration all sums
outstanding and unpaid under this Note and all other Loan Documents shall become
and be in default; matured and immediately due and payable, without presentment,
demand, protest or notice of any kind to Maker or any other person, all of which
are hereby expressly waived, anything in this Note or any other Loan Document or
Security Document to the contrary notwithstanding.

If, in any jurisdiction, any provision of this Note shall, for any reason, be
held to be invalid, illegal, or unenforceable in any respect, such holding shall
not affect any other provisions of this Note, and this Note shall be construed,
to the extent of such invalidity, illegality or unenforceability (and only to
such extent) as if any such provision had never been contained herein. Any such
holding of invalidity, illegality or unenforceability in one jurisdiction shall
not prevent valid enforcement of any affected provision if allowed under the
laws of another relevant jurisdiction:

Any reference in this Note to a particular gender shall include all genders.
Singular references shall include the plural and vice versa

As used in this Note, the term "person" shall include, but is not limited to,
natural persons, corporations, partnerships, trusts, joint ventures and other
legal entities, and all combinations of the foregoing natural persons or
entities, and the term "obligation" shall include any requirement to pay any
indebtedness and/or perform any promise, term, provision, covenant or agreement
included or provided for in this Note or any other Loan Document.

This Note supersedes and replaces the Fourth Amended and Restated Promissory
Note dated June 30, 2000 in the original principal amount of $13,000,000 from
Maker to Lender.

THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF
KANSAS AND SHALL BE GOVERNED AND CONSTRUED GENERALLY ACCORDING TO THE LAWS OF
SAID STATE, EXCEPT TO THE EXTENT THAT CREATION, VALIDITY, PERFECTION OR
ENFORCEMENT OF ANY LIENS OR SECURITY INTERESTS SECURING THIS NOTE ARE GOVERNED
BY THE LAWS OF ANOTHER JURISDICTION.

MAKER (A) HEREBY IRREVOCABLY SUBMITS ITSELF TO THE PROCESS, JURISDICTION AND
VENUE OF THE COURTS OF THE STATE OF KANSAS, JOHNSON COUNTY, AND TO THE PROCESS,
JURISDICTION AND VENUE OF THE DISTRICT COURT OF JOHNSON COUNTY, KANSAS, FOR
PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS NOTE OR THE LOAN DOCUMENTS OR THE SUBJECT MATTER THEREOF BROUGHT BY LENDER,
AND (B) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HEREBY WAIVES AND
AGREES NOT TO ASSERT BY WAY OF MOTION, DEFENSE OR OTHERWISE IN ANY SUCH SUIT,
ACTION OR PROCEEDING ANY CLAIM THAT MAKER IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF THE ABOVE-NAMED COURTS, THAT SUCH SUIT, ACTION OR PROCEEDING IS
BROUGHT IN AN INCONVENIENT. FORUM, OR THAT THE VENUE OF SUCH SUIT, ACTION OR
PROCEEDING IS IMPROPER. MOREOVER, MAKER HEREBY WAIVES THE RIGHT TO COLLATERALLY
ATTACK ANY JUDGMENT OR ACTION IN ANY OTHER FORUM.

MAKER WAIVES PERSONAL SERVICE OF ANY SUMMONS COMPLAINT OR OTHER PROCESS AND
AGREES THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR-REGISTERED MAIL DIRECTED
TO BORROWER AT ITS ADDRESS SET FORTH IN THE LOAN AGREEMENTS.


<PAGE>   11

NO SETOFF OR COUNTERCLAIM OF ANY KIND CLAIMED BY ANY PERSON LIABLE UNDER THIS
NOTE SHALL STAND AS A DEFENSE TO THE JUDICIAL ENFORCEMENT OF THIS NOTE AGAINST
ANY SUCH PERSON, IT BEING HEREBY SPECIFICALLY AGREED AND STIPULATED THAT ANY
SUCH SETOFF OR COUNTERCLAIM SHALL BE MAINTAINED BY SEPARATE SUIT.

LENDER AND MAKER HEREBY AGREE TO TRIAL BY COURT AND IRREVOCABLY WAIVE JURY TRIAL
IN ANY ACTION OR PROCEEDING (INCLUDING BUT NOT LIMITED TO ANY COUNTERCLAIM)
ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH THIS NOTE OR ANY OTHER
LOAN DOCUMENT, THE RELATIONSHIP CREATED THEREBY, OR THE ORIGINATION,
ADMINISTRATION OR ENFORCEMENT OF THE INDEBTEDNESS EVIDENCED-AND/OR SECURED BY
THIS NOTE OR ANY OTHER LOAN DOCUMENT.

Executed by the undersigned Maker on the day and year first above written.

                                  MAKER:

                                  HARRINGTON FINANCIAL GROUP, INC., an
                                  Indiana corporation (formerly known as
                                  Financial Research Corporation)

                                  By: /s/ Craig J. Cerny
                                      -----------------------------
                                          Craig J. Cerny, President






<PAGE>   12


                                 ACKNOWLEDGMENT

STATE OF                     )
        ---------------------
                             )      ss
COUNTY OF                    )
         --------------------

On this _________ day of January 2001, before me appeared Craig J. Cerny, to me
personally known who being by me duly sworn, did say that he is the president of
Harrington Financial Group, Inc., an Indiana corporation, and said Craig J.
Cerny acknowledged execution of the foregoing instrument to be the free act and
deed of said corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal the day and year last above written.

                                            --------------------------------
                                            Notary Public
My Commission Expires:


-----------------------