<PAGE>

                                   FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                          OF THE SECURITIES ACT OF 1934

For Quarter Ended:  September 30, 1998

Commission File Number:  2-95465-S 


                     WESTAR FINANCIAL SERVICES INCORPORATED
                                  successor to
                         REPUBLIC LEASING INCORPORATED
             (Exact name of registrant as specified in its charter)


              Washington                             91-1715252
    (State or other jurisdiction of     (IRS Employer Identification Number)
     Incorporation or organization)


            The Republic Building;  Olympia, WA               98501
          (Address of principal executive office)          (Zip Code)


Registrant's telephone number, including area code:  (360) 754-6227


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act 
of 1934 during the preceding 12 months and (2) has been subject to such 
filing requirements for the past 90 days.

                       Yes:  X          No     
                            ---             ---

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock as of the latest practicable date:


             Common Stock                             2,187,300
                Class              Number of Shares Issued at January 31, 1998


<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Westar Financial Services Incorporated and Subsidiaries
Consolidated Balance Sheet
as of September 30, 1998 and March 31, 1998

<TABLE>
<CAPTION>

                                                     September 30     March 31
                                                      (Unaudited)
                                                       ---------      --------
<S>                                                 <C>            <C>
Cash                                                $    600,288   $   475,275
Accounts receivable, net of allowance 
  for credit losses                                      199,794       147,092
Credit enhancement receivable, net of 
  allowance for credit losses                          1,042,049       855,848
Net investment in direct finance leases, net of
  allowance for credit losses                            670,012    18,533,096
Operating assets held for sale, net of allowance       8,079,961
Deferred tax asset                                     3,355,126     2,936,206
Less: valuation allowance                             (3,355,126)   (2,936,206)
Other assets                                             509,657       484,066
                                                      ----------    ----------
                                                    $ 11,101,761   $20,495,377
                                                      ----------    ----------
                                                      ----------    ----------

Accounts payable                                    $    563,609   $   692,126
Notes payable - bank                                   9,099,649    19,057,701
Notes payable - other                                  7,162,886     2,756,635
Other liabilities                                        847,136       722,401
                                                      ----------    ----------
                                                      17,673,280    23,228,863
                                                      ----------    ----------

Redeemable preferred stock                             1,548,000     4,073,000
                                                      ----------    ----------

Common stock, no par value                             3,239,795     3,239,795
Paid in capital - stock warrants                         371,495       371,495
Accumulated deficit                                  (11,730,809)  (10,417,776)
                                                      ----------    ----------
                                                      (8,119,519)   (6,806,486)
                                                      ----------    ----------
                                                    $ 11,101,761   $20,495,377
                                                      ----------     ---------
                                                      ----------     ---------

</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>

Westar Financial Services Incorporated and Subsidiaries
Consolidated Statement of Operations
For the three months and year to date September 30, 1998 and 1997
(Unaudited)

<TABLE>
<CAPTION>
                                             Three Months Ended         Year to Date Ended
                                              1998          1997           1998      1997
<S>                                      <C>            <C>           <C>           <C>
Revenues:
Earned income-direct financing
  leases                                 $   187,756    $  267,835    $   623,035   $   482,292
Revenues from assets sales and 
  securitizations                         27,879,302       160,836     28,255,615       294,202
Revenues from operating leases               197,361                      197,361
Administrative fee income                    178,589        36,362        296,012        89,300
Service fee income                            24,567        24,423         50,813        48,293
Other income                                  48,051         4,000         56,049         9,939
                                          ----------     ---------     ----------      --------
Gross revenues                            28,515,626       493,456     29,478,885       924,026
                                          ----------     ---------     ----------      --------
Direct Costs:
Interest                                     350,135       298,758        802,840       520,501
Costs related to sales and
  securitizations                         27,561,448       152,581     27,946,816       271,163
Provision for credit losses                   14,400        14,685         56,300        40,000
Depreciation expense - operating leases      125,645                      125,645      
Other                                         96,575        29,848        178,435        69,342
                                          ----------     ---------     ----------      --------
Total direct costs                        28,148,203       495,872     29,110,036       901,006
                                          ----------     ---------     ----------      --------
Operating revenue                            367,423        (2,416)       368,849        23,020

General and 
  administrative expenses                    863,599       553,030      1,600,966     1,061,613
                                          ----------     ---------     ----------     ---------
Operating loss before other expense
  and income tax benefit                    (496,176)     (555,446)    (1,232,117)   (1,038,593)

Non-cash interest expense                                  186,763                      341,045
                                           ----------     ---------    ----------     ---------
Loss before income tax benefit              (496,176)     (742,209)    (1,232,117)   (1,379,638)

Income tax benefit                           168,700       252,351        418,920       469,077
Less: valuation allowance                   (168,700)                    (418,920)           
                                          ----------     ---------     ----------     ---------
Net Loss                                    (496,176)     (489,858)    (1,232,117)     (910,561)

Dividends on redeemable
  preferred stock                            (35,797)      (98,235)       (80,916)     (196,470)
                                           ----------     ---------    ----------     ---------
Net loss applicable to           
  common stock                           $  (531,973)   $ (558,093)   $(1,313,033)  $(1,107,031)
                                          ----------     ---------     ----------      --------
                                          ----------     ---------     ----------      --------

Net loss per common share                      $(.24)        $(.33)         $(.59)        $(.63)
                                                ----          ----           ----          ----
                                                ----          ----           ----          ----
Weighted average number
  of shares                                2,187,300     1,765,967      2,187,300     1,751,633
                                          ----------     ---------     ----------      --------
                                          ----------     ---------     ----------      --------

</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

Westar Financial Services Incorporated and Subsidiaries
Consolidated Statement of Cash Flows
For the year to date ended September 30, 1998 and 1997
(Unaudited)

<TABLE>
<CAPTION>
                                                          1998          1997   
                                                          ----          ----   
<S>                                                <C>             <C>
Net cash used in operating activities               $  8,522,586   $(7,738,997)
                                                    ------------   -----------

Cash flows from investing activities:
Other                                                  (122,149)        36,694
                                                    ------------   -----------
Net cash provided by (used in)
  investing activities                                 (122,149)        36,694
                                                    ------------   -----------

Cash flows from financing activities:
Proceeds from(redemption of) redeemable 
preferred stock                                       (2,525,000)              
Proceeds from issuance of common stock                                 108,000
Additions to notes payable to banks                   16,856,742     8,558,884 
Payments on notes payable to banks                   (26,814,794)   (1,663,885)
Additions to notes payable - other                     6,742,645     1,542,023 
Payments on notes payable - other                     (2,336,393)     (519,932)
Dividends paid on preferred stock                       (115,793)     (196,470)
Origination costs                                        (82,831)              
                                                    ------------   -----------
Net cash provided by financing activities             (8,275,424)    7,828,620
                                                    ------------   -----------
Net increase in cash                                     125,013       126,317

Cash:
Beginning of period                                      475,275       191,380
                                                    ------------   -----------
End of period                                       $    600,288   $   317,697
                                                    ------------   -----------
                                                    ------------   -----------

</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BASIS OF PRESENTATION

The Company's consolidated annual financial statements presented in the 1998 
Annual Report on Form 10-K of the Company includes a summary of significant 
accounting policies and should be read in conjunction with this Form 10-Q. 
The consolidated financial statements include the accounts of Westar Auto 
Holding Co., Inc. ("WestAH"), a 100%-owned subsidiary of the Company, Westar 
Auto Finance L.L.C. ("WestAF"), a limited liability company owned 99% by the 
Company and 1% by WestAH, and Westar Lease Origination Trust, a Washington 
Massachusetts business trust beneficially owned by WestAF. The statements for 
the three months and six months ended September 30, 1998 and 1997, are 
unaudited, condensed and do not contain all information required by generally 
accepted accounting principles to be included in a full set of annual 
financial statements. In the opinion of Management, all adjustments 
(consisting only of normal recurring adjustments) necessary to present fairly 
the results of operations for such periods are included. All significant 
inter-company balances and transactions have been eliminated. The results of 
operations for the three and six months ended September 30, 1998, are not 
necessarily indicative of the results of operations for the entire year. This 
information included in this Form 10-Q should be read in conjunction with 
Management's Discussion and Analysis and financial statements and notes 
thereto included in Westar Financial Services Incorporated's 1998 Annual 
Report on Form 10-K.

INTEREST PAID

The Company paid cash for interest of $837,229 and $230,720 for the three 
months and $1,226,877 and $352,821 for the six months ended September 30, 
1998 and 1997, respectively. The increase is due to increased warehouse 
financing costs, which is a result of increased lease origination volume.

EARNINGS PER SHARE

Earnings (loss) per share is computed using the weighted-average number of 
common shares outstanding for the three months and six months ended September 
30, 1998 and 1997, respectively. Net loss used in the computation of earnings 
per share has been increased to include the redeemable preferred stock 
dividends. The outstanding shares used in the earnings per share calculation 
have been adjusted for the 2-for-1 stock split paid in June 1996. Earnings 
per share does not include common stock warrants or common stock options as 
the effect is anti-dilutive.

FEDERAL INCOME TAX

The Company recorded a 100% valuation allowance against its deferred tax 
asset in the fourth quarter of fiscal 1998. Recording the valuation allowance 
resulted in (non-cash) net income tax expense in that year as compared to tax 
benefits recorded in prior years. The deferred tax asset is available for an 
average of 12 years to offset future reported tax liabilities.

PREFERRED STOCK REDEMPTION

In May 1998, the Company announced that preferred shareholders accepted the 
Company's offer to redeem or exchange their shares of Series 1, Series 2 and 
Series 3 Preferred at face value. Originally, the 2,823 shares of Series 1, 2 
and 3 Preferred Stock were to be redeemed by December 31, 2000. The Company 
redeemed 1,088, 231 and 631 shares for Series 1, 2 and 3, respectively at par 
value in the amount of $1,950,000 using the proceeds from the issuance of 
subordinated 

<PAGE>

convertible debt in May 1998. As part of the redemption, the preferred 
shareholders exercised their warrants to purchase Westar's common stock.

In May 1998, the Company entered into an agreement with an officer to redeem 
his Series 3 Preferred Stock with a par value of $500,000 for a note payable 
in the amount of $500,000. The note bears interest at the rate of 9.25% which 
is paid quarterly. The note matures on April 1, 1999. As part of the 
redemption, the preferred shareholder exercised its warrants to purchase 
Westar's common stock

SUBORDINATED DEBT ISSUANCE

In April 1998, the Company entered into an agreement with PLMC, LLC, which is 
owned by two directors and unrelated parties, to borrow $400,000 in the form 
of subordinated debt. The note was to be repaid no later than June 30, 1998 
with interest at the rate of 9%. This note was repaid in full on May 13, 1998.

In May 1998, the Company issued $4,000,000 in subordinated convertible notes 
to PLMC, LLC, which is owned by two directors and other unrelated parties. 
The note is due May 2003 and bears interest at the rate of 10.5% per annum. 
The note is convertible into 20% of the Company's common stock.

WAREHOUSE FACILITY

In July 1998, agreements were reached with Bank One which set the warehouse 
line at $15,000,000 and for Bank One to purchase $25 million of Westar's 
leases in a securitized transaction.

SECURITIZATION TRANSACTION

In August 1998, the Company's origination/issuer/titling securitization 
structure, Westar Lease Origination Trust, completed its third securitization 
of $27.5 million of automobile lease-backed securities in a private-placement 
offering. The Company's proceeds from the securitization were reduced by a 
cash reserve in the amount of $273,000, which is anticipated to be received 
out of future cash flows from the pool of contracts sold. The Company 
continues to service the leases securitized. Because the leases sold in the 
August transaction were finance leases, they are accounted for in accordance 
with SFAS 125.

REPURCHASE CREDIT FACILITY

In July 1998, the Company agreed with T&W Financial Corporation, a related 
entity, to establish a $2 million non-recourse lease repurchase credit 
facility. In July, the company sold $1.6 million of leases into the facility 
at an average interest rate of 9.5% per year. The Company repurchased the 
$1.6 million of leases in August 1998.

SUBSEQUENT EVENTS

In November 1998, the Company's origination/issuer/titling securitization 
structure, Westar Lease Origination Trust, completed its fourth 
securitization of $14.4 million of automobile lease-backed securities in a 
private-placement offering. The Company's proceeds from the securitization 
were reduced by a cash reserve in the amount of $94,000, which is to be 
received in 60 monthly payments in the amount of $1,572. The Company 
continues to service the leases securitized. Because the leases sold in the 
November transaction were operating leases, they are accounted for in 
accordance with SFAS 13.

In December 1998, the Company's origination/issuer/titling securitization 
structure, 

<PAGE>

Westar Lease Origination Trust, completed its fifth and sixth securitization 
of $5.2 and $5.9 million, respectively of automobile lease-backed securities 
in private-placement offerings. The Company's proceeds from the 
securitization were reduced by cash reserves in the amount of $34,000 and 
$39,400, respectively, which will be received in 60 monthly payments in the 
amount of $563 and $656, respectively. The Company continues to service the 
leases securitized. Because the leases sold in the December transaction were 
operating leases, they are accounted for in accordance with SFAS 13.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS AND CHANGES IN FINANCIAL POSITION

Six months ended September 30, 1998 compared to six months ended 
  September 30, 1997
-----------------------------------------------------------------------------

Westar Financial Services Incorporated and its Subsidiaries provide prime 
credit quality consumer automobile lease financing through franchised 
automobile dealers in the Northwest Region of the United States. Westar has 
designed and developed a number of financing, lease servicing and risk 
management innovations. The Company has invested significant personnel, time 
and resources its Dealer Direct Retail Leasing ("DDRL") program. While the 
Company's statement of operations reports a net loss of approximately 
$496,000 and $490,000 for the three months and a net loss of $1,232,000 and 
$911,000 for the six months ended September 30, 1998 and 1997, 
respectively, it is management's opinion that DDRL is one of the most 
sophisticated and marketable retail leasing programs currently available and 
a valuable investment in the Company's future.

Volumes of lease originations increased for the 4th consecutive quarter, from 
114 leases costing $3.2 million in the prior year to 406 leases costing $11.2 
million in the current period. The credit quality of originated leases 
remained constant, with average FICO scores of 693 in the prior period 
compared to 695 in the current period. Lease originations for the six months 
increased from 278 costing $8.0 million in the prior year to 692 costing 
$19.2 million in the current period. The face value of leases serviced 
increased from $34 million to $54 million. 

Gross revenues increased $28,022,000, an increase from $493,000 the 
comparable period of the prior year to $28,515,000 in the second quarter. On 
a year-to-date basis, revenues increased $28,555,000, from $924,000 the prior 
fiscal year to $29,479,000.

The increase in gross revenues during the quarter is primarily caused by a 
securitization of leases held for sale of $27,758,700, an increase in 
operating lease revenues of $197,000, an increase in administrative fees of 
$142,000, and an increase of other income of $44,000, partially offset by a 
decrease in earned income from direct financing leases of $80,000, and a 
decrease from the sale of vehicles at lease termination of $38,000. 

The year-to-date increase in gross revenues is primarily caused by a 
securitization of leases held for sale for $27,758,700, an increase from the 
sale of vehicles at lease termination of $202,700, an increase in operating 
lease revenues of $197,000, an increase in administrative fees of $207,000, 
an increase in earned income from direct financing leases of $141,000, and an 
increase of other income of $46,000. 

<PAGE>

The Company completed a securitization of leases during the second quarter. 
The Company began booking leases held for sale as operating leases rather 
than direct finance leases during the quarter, which increased operating 
lease revenues and decreased earned income from direct financing leases. 
During the six month period, operating lease revenues, earned income from 
direct finance leases, administrative fees and other income increased due to 
greater volumes of lease originations.

Direct costs increased $27,652,000 in the second quarter, from $496,000 the 
comparable quarter of fiscal 1998 to $28,148,000. On a year-to-date basis, 
direct costs increased $28,209,000, from $901,000 the prior fiscal year to 
$29,110,000.

The increase in direct costs during the quarter is primarily caused by a 
securitization of leases held for sale with a cost of $27,426,000, an 
increase in depreciation expense of $126,000, an increase in other costs of 
$67,000, and an increase in interest expense of $51,000. The increase in 
direct costs during the current year-to-date is primarily caused by a 
securitization of leases held for sale with a cost of $27,426,000, an 
increase in interest expense of $282,000, an increase in depreciation expense 
of $126,000, and an increase in other costs of $109,000.

The increase in direct costs reflects a securitization in the second quarter 
and increased volumes of operating leases originated and warehoused during 
the period. Depreciation is a cost component of operating leases. Because the 
Company originated increased volumes of operating leases, depreciation 
increased. 

Operating revenue increased $370,000 the second quarter of fiscal 1999, from 
$(3,000) the prior year to $367,000. For the six months, operating revenue 
increased $346,000, an increase from $23,000 the prior fiscal year to 
$323,000. The increase in operating revenue is a result of greater lease 
origination volumes and the securitization of those leases. Each of Westar's 
sales and securitizations in fiscal 1999 produced positive cash flow.

General and administrative expense increased $311,000 in the second quarter, 
from $553,000 the comparable quarter of fiscal 1998 to $864,000. For the 
quarter, the increase in general and administrative expense is a result of 
increases in interest expense of $175,000, personnel expense of $98,000, 
accounting expense of $64,000, and travel expense of $30,000. On a 
year-to-date basis, general and administrative expense increased $539,000, 
from $1,062,000 the prior fiscal year to $1,601,000. For the six months, the 
increase is a result of increases in interest expense of $190,000, salaries 
and wages of $155,000, consulting expense of $56,000, accounting expense of 
$36,000, travel expense of $31,000, and insurance of $26,000.

The increase in interest expense reflects the issuance of $4 million of 
subordinated debt. The increases in personnel costs are the result of 
increased personnel in Risk Management, Finance and Operations recruited in 
anticipation of greater lease origination volumes and geographic expansion of 
the Company's operations away from the Northwestern Region ("NWR"). The 
increase in accounting expense reflects the difference in timing of receipt 
of an audit billing. The increase in consulting expense reflects enhancements 
to the Company's proprietary LASIR system. The increase in travel expense is 
a result of new personnel temporarily located away from Olympia, an increase 
in the number of personnel travelling and the distance travelled, and initial 
preparations to open a new market area, the Southwestern Region ("SWR"), with 
an office in Phoenix. The other increases reflect costs associated with 
greater volumes of lease originations in the period.

The reduction in non-cash interest expense is caused by original issuance 
interest discount expense related to a subordinated debt borrowing the prior 
year.

<PAGE>

The reduction in dividends on preferred stock reflects the redemption of 
preferred stock.

LIQUIDITY AND CAPITAL RESOURCES

The Company requires substantial cash to implement its business strategy. 
Cash is used to: (i) acquire leases and the underlying vehicles; (ii) pay 
operating expenses; (iii) satisfy working capital requirements; (iv) pay debt 
service; (v) pay sales and securitization costs, including amounts required 
for credit enhancement, if any; and (vi) pay preferred stock dividends. Many 
of these cash requirements increase as the Company's volumes of lease 
origination increase. A substantial portion of the Company's revenues in any 
period might represent revenues from sales or securitizations of leases, if 
any, but a portion of the cash underlying such revenues is generally received 
over the life of the leases. The Company retains the servicing of securitized 
leases and receives the related servicing income for the securitized pools.

The Company has historically been successful in meeting its liquidity needs, 
principally through borrowings from financial institutions under its 
warehouse line, securitizations and whole lease sales, portfolio sales and 
sales of equity and debt securities.

Westar was the third company in the nation to structure a free standing lease 
securitization, an accomplishment of a limited number of companies. The 
Company was the first to originate multiple securitizations from within a 
single special purpose entity and to originate a tax benefit transfer from 
within a securitization. The Company believes that its unique bankruptcy 
remote structure, its "Carlson Trust," is more efficient and cost effective 
than alternative structures in use by others. 

The Company plans to continue to sell leases as they are produced, either 
through securitizations in the institutional capital markets, through private 
placements on a "whole lease" basis with commercial banks or other 
sophisticated investors or on a flow basis with commercial banks.

The revolving credit facility provided by Bank One is the primary source of 
cash to finance the acquisition of vehicle leases until they are sold. Westar 
and Bank One have agreed to a warehouse facility of $15 million on a 
non-recourse basis as well as a "whole lease" purchase facility of $25 
million (in November, 1998), both in addition to the $28 million 
securitization completed in August. After repayment of borrowings from Bank 
One under the warehouse line, the net proceeds from securitizations or sales 
provide a source of cash for future acquisition of vehicle leases and general 
and administrative expenses. Each of Westar's sales and securitizations in 
fiscal 1999 produced positive cash flow.

Though there can be no assurance of their success, the Company is currently 
in negotiations to obtain additional financings to provide for planned growth 
over the next several years.

It is the opinion of management that, as of September 30, 1998, the liquidity 
sources discussed above are sufficient to meet the Company's immediate cash 
flow needs in the normal course of business.

PART II. OTHER INFORMATION

<PAGE>

ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 2.  CHANGES IN SECURITIES

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)  Index to Exhibits

              2.  Plan of acquisition, reorganization, arrangement, liquidation
                  or succession

                  2.1  Plan and Agreement of Merger between Westar Financial
                       Services Incorporated and Republic Leasing Incorporated
                       incorporated by reference to the Exhibit to Form 10-K
                       dated June 11, 1996.

              3.  Articles of Incorporation and Bylaws

                  3.1  The Articles of Incorporation of Westar Financial
                       Services Incorporated filed on February 13, 1996
                       incorporated by reference to the Exhibit to Form 10-K
                       dated June 11, 1996.

                  3.2  The Bylaws of Westar Financial Services Incorporated
                       adopted on February 21, 1996 incorporated by reference to
                       the Exhibit to Form 10-K dated June 11, 1996.

              4.  Instruments defining the rights of security holders, including
                  indentures.

                  4.1  Designation of Rights and Preferences of Republic Leasing
                       Incorporated Series 1 Preferred Stock incorporated by
                       reference to the Exhibit to Form 10-K dated
                       June 11, 1996.

                  4.2  Designation of Rights and Preferences of Republic Leasing
                       Incorporated Series 2 Preferred Stock incorporated by
                       reference to the Exhibit to Form 10-K dated
                       June 11, 1996.

                  4.3  Designation of Rights and Preferences of Republic Leasing
                       Incorporated Series 3 Preferred Stock incorporated by

<PAGE>

                       reference to the Exhibit to Form 10-K dated
                       June 11, 1996.

                  4.4  Designation of Rights and Preferences of Republic Leasing
                       Incorporated Series 4 Preferred Stock incorporated by
                       reference to the Exhibit to Form 10-K dated
                       June 11, 1996.

             10.  Material Contracts.

                  10.1  Republic Leasing Incorporated 1994 Stock Option Plan
                        incorporated by reference to the Exhibit to Form 10-K
                        dated June 11, 1996.

                  10.2  The Letter Agreement between Republic Leasing
                        Incorporated and The Industrial Bank of Japan, Limited
                        dated March 3, 1995 incorporated by reference to the
                        Exhibit to Form 10-K dated June 11, 1996.

                  10.3  Revolving Credit Agreement among Westar Auto Finance,
                        L.L.C. as Borrower, Republic Leasing Incorporated as
                        Guarantor and Bank One, Columbus, N.A., as Lender dated
                        July 12, 1995 incorporated by reference to the Exhibit
                        to Form 10-K dated June 11, 1996.

                  10.4  Amendment, dated February 15, 1996, to the Revolving
                        Credit Agreement with Bank One, Columbus, N.A., dated
                        July 12, 1995 incorporated by reference to the Exhibit
                        to Form 10-K dated June 11, 1996.

                  10.5  The Promissory Note between Westar Financial Services
                        Incorporated and Mud Bay Holdings Ltd., as a lender
                        dated January 15, 1997 incorporated by reference to the
                        Exhibit to Form 10-K dated September 9, 1997.

                  10.6  The Promissory Note between Westar Financial Services
                        Incorporated and & Capital Inc., as the lender dated
                        April 15, 1997 incorporated by reference to the Exhibit
                        to Form 10-Q dated September 22, 1997.

                  10.7  The Amended and Restated Revolving Credit Loan agreement
                        between Westar Financial Services Incorporated and Bank
                        One, as the lender dated July 22, 1997 incorporated by 
                        reference to the Exhibit to Form 10-Q dated November 
                        13, 1997.

                  10.8  The Amended agreement between Westar Financial Services
                        Incorporated and & Capital, Partners, L.P., as the 
                        lender dated October 20, 1997 incorporated by reference
                        to the Exhibit to Form 10-Q dated November 13, 1997.

                  10.9  The Amended agreement between Westar Financial Services
                        Incorporated and & Capital, Partners, L.P., as the 
                        lender dated February 9, 1998 incorporated by reference
                        to the Exhibit to Form 10-Q dated February 17, 1998.

                  10.10 The Amended agreement between Westar Financial Services
                        Incorporated and Bank One as the lender dated

<PAGE>

                        October 27, 1997 incorporated by reference to the 
                        Exhibit to Form 10-Q dated February 17, 1998.

                  10.11 The Amended agreement between Westar Financial Services
                        Incorporated and Bank One, as the lender dated 
                        March 31, 1998 incorporated by reference to the Exhibit 
                        to Form 10-K dated February 17, 1999.

                  10.12 The Amended agreement between Westar Financial Services 
                        Incorporated and Mud Bay, as the lender dated 
                        August 31, 1998 incorporated by reference to the 
                        Exhibit to Form 10-K dated February 17, 1999.

                  10.13 The Amended agreement between Westar Financial 
                        Services Incorporated and Cathy Carlson, as the 
                        lender dated April 30, 1998 incorporated by reference 
                        to the Exhibit to Form 10-K dated February 17, 1999.

                  10.14 The Amended agreement between Westar Financial 
                        Services Incorporated and & Capital Inc., as the 
                        lender dated August 31, 1998 incorporated by reference 
                        to the Exhibit to Form 10-K dated February 17, 1999.

                  10.15 The Amended agreement between Westar Financial 
                        Services Incorporated and & Capital Inc., as the 
                        lender dated August 31, 1998 incorporated by reference 
                        to the Exhibit to Form 10-K dated February 17, 1999.

                  10.16 The promissory note between Westar Financial Services 
                        Incorporated and Summit Capital as a lender dated May 
                        1, 1998 incorporated by reference to the Exhibit to 
                        Form 10-K dated February 17, 1999.

                  10.17 The promissory note between Westar Financial Services 
                        Incorporated and PLMC, LLC, as a lender dated April 
                        30, 1998 incorporated by reference to the Exhibit to 
                        Form 10-Q dated March 1, 1999.

                  10.18 The promissory note between Westar Financial Services 
                        Incorporated and PLMC, LLC as a lender dated May 11, 
                        1998 incorporated by reference to the Exhibit to Form 
                        10-Q dated March 1, 1999

                  10.19 The Amended agreement between Westar Financial 
                        Services Incorporated and Bank One, as the lender 
                        dated June 25, 1998 incorporated by reference to the 
                        Exhibit to Form 10-Q dated March 1, 1999.

                  10.20 The Second Amended agreement between Westar Financial 
                        Services Incorporated and Bank One, as the lender 
                        dated July 22, 1998.

                  10.21 The purchase/repurchase agreement between Westar 
                        Financial Services Incorporated and T&W Financial 
                        Services, dated July 23, 1998.

             27.  Financial Data Schedule

        (b)  Reports on Form 8-K

             None


<PAGE>

                              SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the 
Regi-strant has duly caused this Report to be signed on its behalf by the 
under-signed, thereunto duly authorized.


                             WESTAR FINANCIAL SERVICES INCORPORATED


March 1, 1998                R. W. Christensen, Jr., President
(Date)                       (Signature)


March 1, 1998                Warren Kornfeld, Senior Vice President, Finance
(Date)                       (Signature)