JOINT FILING AGREEMENT


          THIS AGREEMENT, made and entered into this 5th day of
April, 2000, by and among Dr. Phillip Eastep, the Michael S.
Mitchell Revocable Trust, dated February 22, 1993, Dr. Jon
Harrison, John Banks, Stephen Waite and Demo Sales, Inc., a
Kansas corporation (collectively referred to as the "Parties");

          WITNESSETH:

          WHEREAS, the Parties' direct and indirect beneficial
ownership of shares of the common stock, $.01 par value, of First
Independence Corporation, a Delaware corporation, is required to
be reported on Schedule 13D and filed with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities
Exchange Act of 1934, as amended (the "Act") and the Rules
promulgated thereunder;

          WHEREAS, the joint filing of Schedule 13D is the most
efficient and economical means of reporting the requisite
information; and

          WHEREAS, further reports on Schedule 13D and amendments
thereto may from time to time be required;

          NOW, THEREFORE, in consideration of the premises and
the mutual covenants and agreements herein set forth, the Parties
do hereby mutually covenant and agree as follows:

          1.   The filing of reports on Schedule 13D and any
amendments thereto will be filed jointly on behalf of each of the
Parties hereto; each such report and amendment shall identify all
such Parties and contain all of the required information with
respect thereto and shall indicate that such report or amendment
is filed on behalf of all such Parties; provided, however, that
each such Party is solely responsible for the completeness and
accuracy of the information concerning that Party contained
therein unless such Party knows or has reason to believe that
such information is inaccurate.

          2.   The Parties hereby severally constitute Dr.
Phillip Eastep as such Parties' true and lawful attorney with
full power to him to sign on behalf of and in the name of each of
the Parties the Schedule 13D filed on behalf of each of the
Parties and any and all amendments to said Schedule 13D, and
generally to do all such things in the name of such Parties to
comply with the provisions of the Act, and all requirements of
the SEC.  The Parties hereby ratify and confirm such Parties'
signatures as they may be signed by such Parties' said attorney
to said Schedule 13D and any and all amendments thereto.

          3.   This Agreement may not be modified in whole or in
part except by an instrument in writing executed by each of the
Parties hereto.

          4.   This Agreement may be terminated by any Party upon
the provision of notice to the other Parties.
<PAGE>
          IN WITNESS WHEREOF, this Agreement has been duly
executed by the Parties hereto as of the day and year first above
written.



                                   /s/ Dr. Phillip Eastep
                                   Dr. Phillip Eastep


                                   Michael S. Mitchell Revocable
                                   Trust

                                   By:  /s/ Mike Mitchell
                                        Mike Mitchell


                                   /s/ Dr. Jon Harrison
                                   Dr. Jon Harrison


                                   /s/ John Banks
                                   John Banks


                                   /s/ Stephen Waite
                                   Stephen Waite


                                   Demo Sales, Inc.

                                   By:  /s/ Don Demo
                                        Don Demo
<PAGE>