<PAGE>
                                                                 Exhibit 10(a)


                 AMENDED AND RESTATED OPERATING AGREEMENT


This Amended and Restated Operating Agreement (the "Agreement"), originally 
made and entered into as of November 1, 1980, amended and restated as of June 
30, 1998, by and between XEROX CORPORATION, a New York corporation ("Xerox") 
and XEROX CREDIT CORPORATION, a Delaware corporation ("Credit").  

                              WITNESSETH:

WHEREAS, Xerox is now and will become in the future the owner of numerous 
accounts receivable arising out of credit sales and leases of Xerox during the 
normal course of its business; and

WHEREAS, Xerox desires to sell and Credit desires to purchase from time to 
time a portion of such accounts receivable; and

WHEREAS, Credit desires to appoint Xerox as agent to bill and collect such 
accounts receivable as Credit may from time to time purchase from Xerox;

NOW, THEREFORE, in consideration of the mutual promises herein contained, the 
parties hereto agree as follows:  

1.  Definitions.  For the purposes of this Agreement, the following 
definitions are used:  

  (a) "Accounting Period" means one calendar month unless a different period 
of time is agreed upon by the parties in writing.  

  (b) "Assigned Obligation" means the amount (or portion) of any Obligation 
which, as of any date, Xerox sells to Credit and, unless otherwise specified 
by the parties, shall be deemed to include an Obligation which arises from an 
extension, explicit or implicit, of the original term of a lease which gave 
rise to an Assigned Obligation.  

  (c) "Book Value" of any Assigned Obligation means, as of any given date, the 
value of such Assigned Obligation to Credit as reflected on the books and 
records of Credit on such date giving effect to all collections on such 
Assigned Obligations as of such date.  

  (d) "Defaulted Obligation" means an Obligation any part of which has been 
determined to be uncollectible in accordance with Xerox` standard credit 
policies in effect on the date hereof and as such policies may be changed 
hereafter.












                                     (12)
<PAGE>

  (e) "Defaulted Reserve Obligation" means any Reserve Obligation which has 
become a Defaulted Obligation. 

  (f) "Defaulted XBS Obligation" means any XBS Obligation which has become a 
Defaulted Obligation.

  (g) "Obligation" means any amount owed to Xerox for products sold or leased 
to the obligor (the "Debtor") by Xerox, including products manufactured by 
Xerox or by other parties.  

  (h) "Reserve" means the reserve account to be established under Section 5 
hereof.  

  (i) "Reserve Obligation" means any Assigned Obligation which is not an XBS 
Obligation.  

  (j) "Subsidiary" means a corporation more than 50% of the voting capital 
stock of which is owned, directly or indirectly, by another entity.  

  (k) "XBS Obligation" means any Assigned Obligation which is designated as 
such by Xerox at the time of purchase by Credit.

  (l) "Xerox" means Xerox Corporation, a New York corporation, and includes 
any of its Subsidiaries which hereafter sells Obligations to Credit hereunder 
by reason of which sale such Subsidiary shall be deemed to have become a party 
hereto and shall become subject to all of the obligations and have all of the 
rights of Xerox hereunder with respect to such Subsidiary`s Assigned 
Obligations.  

 2. Sale and Ownership of Obligations.  

  (a) Subject to the conditions of Sections 2(c) and 2(d) hereof, effective on 
the date hereof and at such other times during the term of this Agreement as 
may be mutually agreed upon, Xerox will sell to Credit and Credit will 
purchase, as hereinafter provided, all of Xerox` right, title and interest in 
and to such Assigned Obligations as shall be described in the particular 
document of sale.  Each sale and purchase of Assigned Obligations shall be 
deemed to include the transfer by Xerox to Credit of all security interests 
and all other liens which Xerox may have with respect to the equipment, the 
sale or lease of which gave rise to the Assigned Obligation.  

  (b) Each sale to Credit of Obligations under this Agreement shall be 
accomplished by the delivery to and acceptance by Credit of a document in 
substantially the form of Exhibit "A-1", in the case of Obligations which will 
be Reserve Obligations and Exhibit "A-2", in the case of Obligations which 
will be XBS Obligations.  












                                     (13)
<PAGE>

  (c) Each group of Assigned Obligations which are sold by Xerox to Credit 
from time to time shall be representative of the quality of Obligations of the 
kind represented in such group then held by Xerox with respect to credit 
worthiness of the Debtors and collection experience.  

  (d) Credit may, at any time and from time to time, elect to have any wholly-
owned Subsidiary of Credit purchase the Assigned Obligations from Xerox and 
any such Subsidiary and Credit may, at any time and from time to time, 
purchase and sell or otherwise transfer Assigned Obligations one to the other.  
In the event that such Subsidiary shall become a holder of Assigned 
Obligations, it shall concurrently with such transaction be deemed to have 
become a party hereto and shall become subject to all the obligations and have 
all of the rights of Credit hereunder.  Credit may not sell, transfer or 
assign Assigned Obligations to any other person, firm or corporation except 
(i) transfers and assignments made prior to the date of this Agreement to 
Preferred Receivables Funding Corporation and The First National Bank of 
Chicago and (ii) further transfers or assignments made with the prior approval 
of Xerox.  

  (e) Xerox and Credit may from time to time establish a mutually-agreed 
target return on equity ("ROE") level for Credit.  In recognition of the fact 
that Credit's credit rating depends, in part, on maintaining such target ROE,  
Xerox may, at its option, at any time and from time to time, transfer to 
Credit such additional amounts as are necessary to maintain Credit's ROE at 
the targeted level.

 3. Documents.  

  (a) Whenever Obligations are sold to Credit under this Agreement, Xerox 
shall make available to Credit at its request, for its inspection and copying, 
the following:  

  (i) Documents, if any, evidencing such Assigned Obligations and any security 
therefore and any evidence of filing or recording thereof.  

  (ii) A listing showing the original amount of the Assigned Obligations and 
the amount remaining unpaid thereon if less than the face amount.  

  (iii) Such other financial information then possessed by Xerox regarding the 
Debtor`s financial condition as Credit may from time to time request.  

  (b) Nothing contained in this Agreement shall require, and Xerox shall in no 
event be obligated to give, notice to any Debtor that the related Obligation 
has been sold to Credit.  So long as Xerox shall be in substantial compliance 
with its obligations under Section 10(a), Credit shall give no such notice to 
any Debtor without the prior written consent of Xerox.  












                                     (14)
<PAGE>

 4. Purchase Price.  The purchase price at which Credit shall at any time 
acquire Assigned Obligations shall be such as the parties shall agree at the 
time of the sale of the Assigned Obligations.

 5. Reserve Account.  Credit shall retain a portion of the purchase price of 
any Reserve Obligation otherwise payable to Xerox for the sole purpose of 
establishing and maintaining a Reserve account intended to cover Reserve 
Obligations which subsequently become Defaulted Obligations.  Such Reserve 
shall be funded as follows:  

  (a) On the first date on which payment shall be due Xerox for Reserve 
Obligations, Credit shall withhold from Xerox and credit to said Reserve a 
portion of the purchase price of the stated amount of such Reserve Obligations 
as agreed by the parties.  

  (b) On each subsequent date on which payment shall be due Xerox for Reserve 
Obligations, necessary adjustments shall be made in order to maintain a total 
Reserve of the stated amount of all outstanding Reserve Obligations (after 
giving effect to all other accounting adjustments on such date) as agreed by 
the parties.  

  (c) As of the last day of each Accounting Period after the first such 
period, the amounts of any Defaulted Reserve Obligations shall be charged to 
the Reserve and subsequent collections of any such Defaulted Obligations will 
be credited to the Reserve.  Property repossessed in accordance with Section 
10(a)(ii) shall be credited to the Reserve in an amount as agreed to by the 
parties not to exceed net realizable value.  Upon termination hereof pursuant 
to Section 13, Defaulted Reserve Obligations and subsequent collections on 
Defaulted Reserve Obligations shall continue to be credited to the Reserve 
until all Reserve Obligations have been paid in full or become Defaulted 
Reserve Obligations.  Thereafter, any credit balance in the Reserve shall be 
paid to Xerox or any excess charges shall be paid by Xerox to Credit.  

 6. XBS Obligations.  Notwithstanding any other provision of this Agreement to 
the contrary, and as additional consideration for Credit`s agreement to 
purchase the XBS Obligations in accordance with the terms and provisions of 
this Agreement, Xerox hereby agrees that:

  (a) On any date that payments are due to Credit from Xerox as set forth in 
Section 10 hereof, Xerox shall pay to Credit the full amount of all sums then 
due to Credit with respect to the XBS Obligations whether or not such sums 
have been collected by Xerox from the parties obligated to pay such sums; and

  (b) In the event that Xerox shall determine during any Accounting Period 
that a particular XBS Obligation has become a Defaulted XBS Obligation, Xerox 
shall repurchase such Defaulted XBS Obligation from Credit within 












                                     (15)
<PAGE>

thirty (30) days after the end of such Accounting Period at a price equal to 
the Book Value of such Defaulted XBS Obligation as of the date of repurchase.  
Each such repurchase shall be deemed to include the transfer by Credit to 
Xerox of all security interests and other liens which Credit acquired at the 
time it purchased the original XBS Obligation.  

 7. Price Adjustments; Indemnification.  To the extent that Credit is entitled 
to collect less than the face value of any Assigned Obligation as the result 
of any price adjustment, rebate or cash discount not contemplated in fixing 
the sale price of the Assigned Obligation, or breach of product warranty 
adjustment or other offset to which the Debtor(s) thereon may become entitled 
in connection with the transaction giving rise to such Assigned Obligation, 
Xerox will reimburse Credit in the amount of such difference.  Xerox agrees to 
hold Credit harmless from any and all liability, claims, losses and damages 
caused by breach of product warranties made by Xerox or by other breaches of 
contract by Xerox with respect to the products covered by Assigned 
Obligations.  To the extent that Credit suffers any monetary damage due to the 
inaccuracy of any of Xerox` representations in Section 9, Xerox will reimburse 
Credit in the amount of any such damage.  Xerox also agrees to hold Credit 
harmless from any and all liabilities, claims, losses and damages for any 
sales, use, personal property or license tax arising out of the use of 
ownership of any of the products covered by Assigned Obligations.  

 8. Settlement.  Within thirty (30) days after the end of each Accounting 
Period, or at such other interval as may be mutually agreed upon, Xerox will 
deliver to Credit a settlement statement in substantially the form of Exhibit 
"B-1", with respect to Reserve Obligations and Exhibit "B-2", with respect to 
XBS Obligations, showing payments to be made as of the end of such Accounting 
Period.  The balance due between the parties shall thereupon be settled by 
payment in appropriate funds or in such manner as may be agreed between the 
parties.  All adjustments as provided in Section 7 hereof with respect to any 
Accounting Period shall for all purposes hereof be deemed to have been made 
immediately prior to the end of such Accounting Period.  Each transfer at the 
time of the settlement for an Accounting Period covered by a settlement 
statement shall for all purposes hereof be deemed to have been made at the end 
of such Accounting Period.  

 9. Representations and Warranties.  Xerox hereby represents and warrants to 
Credit as follows:  

  (a) The figures set forth in each document of sale and settlement statement 
delivered to Credit hereunder will be true and correct as at the time made;

  (b) At the time of sale of Obligations, such Obligations will represent 
valid and legally enforceable Obligations of customers in connection with the 
sale or lease of products;












                                     (16)
<PAGE>

  (c) At the time of sale of Obligations, beneficial ownership in the 
Obligations will not have been conveyed or assigned to a third party;

  (d) Each document of sale executed and delivered to Credit hereunder will 
vest in Credit all right, title and interest in and to the Assigned 
Obligations covered by such document and the proceeds of collection thereof, 
free and clear from claims of any third parties;

  (e) At the time of sale of Obligations, such Obligations will be free and 
clear of all liens and encumbrances whatsoever and will not be subject to any 
setoff, counterclaim or other defense;

  (f) At the time of sale of Obligations, such Obligations will conform with 
any and all applicable laws and regulations; and

  (g) Xerox will at all times during the warranty period for equipment satisfy 
its obligations, if any, with respect to the maintenance and service of 
equipment, the sale of which gave rise to an Assigned Obligation.  

 10. Services.

  (a) Credit hereby appoints Xerox to perform the following services for 
Credit, and Credit will reimburse Xerox for the cost to Xerox of performing 
such services to the extent and in such amounts as may from time to time be 
agreed to between Xerox and Credit:

    (i) To bill and collect, when due and with the same diligence and 
procedures employed in the collection of Xerox` own accounts receivable, sums 
payable on Assigned Obligations and upon collection to hold them for the 
account of Credit, and to pay them over to Credit within thirty (30) days 
after the end of the Accounting Period in which the same were received or 
within such other period of time as the parties shall agree;

    (ii) If it becomes advisable to Xerox to repossess any property in which 
any Reserve Obligation acquired by Credit has any security interest, to 
proceed with due diligence to take lawful steps to repossess said property and 
to take such other lawful steps as may be necessary or appropriate to enforce 
such security interest for and on behalf of Credit, and any such repossessed 
property shall become the property of Xerox upon an appropriate credit to the 
Reserve in accordance with Section 5(c);

    (iii) To perform such other acts and provide such other services as Credit 
may from time to time reasonably request and Xerox may agree to perform or 
provide.  














                                     (17)
<PAGE>

  (b) Xerox agrees to indemnify Credit against, and hold Credit harmless from, 
any and all claims asserted against Credit by any third party arising out of 
any wrongful or negligent act or omission to act of Xerox, in performing any 
of the services which Xerox shall perform or furnish for Credit pursuant to 
the provisions of this Agreement, provided, however, that Credit shall 
promptly notify Xerox in writing of each such claim made or suit thereon 
instituted against Credit and the details thereof, and shall not pay or 
compromise any such claim or suit without the written approval of Xerox, and 
Xerox shall be permitted to assume and direct the defense of any such suit by 
counsel of its own choosing.  

  (c) Nothing contained in this Agreement shall in any way restrict Xerox at 
any time from exchanging, renewing, extending or in any way altering the 
Assigned Obligations on behalf of and for the account of Credit, provided that 
any such exchange, renewal, extension or alteration shall be consonant with 
Xerox` then existing standard credit policies.  Appropriate adjustment shall 
be made for any such change, renewal, extension or alteration in the 
settlement statement at the end of the Accounting Period in which the action 
took place.  

 11. Records.  Xerox will

  (a) safely maintain such documents as may be required for the collection of 
Assigned Obligations;

  (b) keep such accounts and other records as will enable Credit to determine 
at any time the status of the Assigned Obligations;

  (c) permit Credit on reasonable notice at any time during normal business 
hours to inspect, audit, check and make abstracts from Xerox` accounts, 
records, correspondence and other papers pertaining to Assigned Obligations; 
and

  (d) deliver to Credit, upon its request and at Xerox` own cost and expense, 
any of said accounts, records, correspondence and other papers as Credit may 
deem reasonably essential to enable it to enforce its rights, if then being 
challenged, with respect to Assigned Obligations.  The books and records of 
Xerox will be made to reflect the sale of the Assigned Obligations to Credit.  

 12. Waivers.  Xerox hereby waives any failure or delay on the part of Credit 
in asserting or enforcing any of its rights or in making any claims or demands 
hereunder.  

 13. Termination; Amendment.  This Agreement may not be terminated, amended or 
modified except upon the written consent thereto of Credit and Xerox which 
will not be unreasonably withheld.  No Obligations shall be offered or 
purchased hereunder after the date of termination.  This Agreement shall 
otherwise continue in effect after the date of termination until Credit shall 
have received









                                     (18)
<PAGE>

payment of an amount equal to the unrecovered balance then remaining to be 
paid on all Assigned Obligations owned by Credit on the date of termination 
and thereupon this Agreement shall terminate for all purposes (other than 
rights of indemnification provided for herein).  

 14. Notices.  Any notice, instruction, request, consent, demand or other 
communication required or contemplated by this Agreement to be in writing, 
shall be given or made or communicated by United States first class mail, 
addressed as follows:

If to Xerox:   Xerox Corporation
               P. O. Box 1600
               800 Long Ridge Road
               Stamford, Connecticut 06904-1600
               Attention: Treasurer

If to Credit:  Xerox Credit Corporation
               P. O. Box 10347
               100 First Stamford Place
               Stamford, Connecticut 06904-2347
               Attention:  Vice President, Finance

 15. Successors.  The covenants, representations, warranties and agreements 
herein set forth shall be mutually binding upon, and inure to the mutual 
benefit of, Xerox and its successors, and Credit and its successors.  

 16. Governing Law.  This Agreement shall be governed by the laws of the State 
of New York.  


IN WITNESS WHEREOF, the parties hereto have set their hands and have affixed 
their corporate seals as of the day and year first above written.  

                                        XEROX CORPORATION


Attest:  /s/ Martin S. Wagner           By  /s/ Eunice M. Filter
         Assistant Secretary                Vice President, Treasurer  
                                            And Secretary


                                        XEROX CREDIT CORPORATION


Attest:  /s/ Douglas H. Marshall        By  /s/ George R. Roth
         Assistant Secretary                Vice President and 
                                            Treasurer 
                                            Chief Financial Officer










                                     (19)
<PAGE>

                                                           EXHIBIT A-1




This instrument is delivered to you pursuant to the Amended and Restated 
Operating Agreement dated as of November 1, 1980, amended and restated as of 
June 30, 1998, by and between Xerox Corporation and Xerox Credit Corporation 
("Credit").  

 1. The undersigned hereby sells and transfers to ___________, pursuant to 
Section 2 of the Agreement, an aggregate of $________ of Reserve Obligations 
outstanding as of the close of business on __________ for a purchase price 
(less the Reserve) of $________.  Such Reserve Obligations are set forth on 
Schedule 1 hereto.

 2. After giving effect to all adjustments you own as of the close of business 
at ______________, Reserve Obligations in the aggregate amount of $________.  

 3. This instrument shall become effective as of the date hereof upon your 
acceptance.  

                                          XEROX CORPORATION

                                          By	 _____________________
                                             [Title]


Accepted as of	__________________.


___________________________


By:  ____________________
     [Title] 






















                                     (20)
<PAGE>


                            Schedule 1
                    To Instrument of Transfer
                      As of _____________
          Pursuant To Amended and Restated Operating Agreement
  Dated As Of November 1, 1980, amended and restated as of June 30, 1998



Xerox Corporation is hereby transferring as of __________ to ____________ the 
Reserve Obligations set forth on the New Month Contract - Detail Report 
bearing the following Division Codes and Customer Types:














































                                     (21)
<PAGE>


                                                                 EXHIBIT A-2



This instrument is delivered to you pursuant to the Amended and Restated 
Operating Agreement dated as of November 1, 1980, amended and restated as of 
June 30, 1998, by and between Xerox Corporation and Xerox Credit Corporation.  

 1. The undersigned hereby sells and transfers to ___________, pursuant to 
Section 2 of the Agreement, an aggregate of $________ of XBS Obligations 
outstanding as of the close of business on __________ for a purchase price of 
$________.  Such XBS Obligations are set forth on Schedule 1 hereto.  

 2. After giving effect to all adjustments you own as of the close of business 
at ______________, XBS Obligations in the aggregate amount of $________.  

 3. This instrument shall become effective as of the date hereof upon your 
acceptance.  

                                            XEROX CORPORATION

                                            By: ______________________
                                                [Title]

Accepted as of	 _____________.


____________________________


By _________________________
   [Title]

























                                     (22)
<PAGE>


                               Schedule 1
                         To Instrument of Transfer
                           As of _____________
            Pursuant To Amended and Restated Operating Agreement
  Dated As Of November 1, 1980, amended and restated as of June 30, 1998




Xerox Corporation is hereby transferring as of __________ to __________ the 
following XBS Obligations:














































                                     (23)
<PAGE>


                                                                EXHIBIT B-1
                                                                (Part 1)


                   SETTLEMENT STATEMENT FOR MONTH OF _____________
                Between Xerox Corporation and Xerox Credit Corporation

RESERVE OBLIGATIONS                  AGREEMENT RESERVE ACCOUNT
 
1. Reserve Obligations outstanding   7. Balance in Agreement Reserve
   at end of prior period (Line         at end of prior period
   6 of prior report)                   (Line 14 of prior report)
                        $_________                                  ________


2. Amount of Obligations (which      8. Amount credited to Reserve
   will be designated as Reserve	        for the period.
   Obligations) as of end of period
   (Exhibit A-1)          __________                               _________


3. Reserve Obligations which became  9.  Charge against Reserve
   Defaulted Reserve Obligations
   during period          __________                               _________

    
4. Collections and other adjustments 10. Collections and other
   on Reserve Obligations during         adjustments on Defaulted
   period                 __________     Reserve Obligations       _________


5. Net Change for the period (Line 2	 11. Net change in Agreement
   minus Lines 3 and 4)                  Reserve account during period
                                         (Line 9 plus Line 10 minus
                          __________     Line 9)                   _________


6. Reserve Obligations at end of     12. Agreement Reserve prior to
   period (Line 1 plus Line 5)           adjustment (Line 7 plus
                          __________     Line 11                   _________

                                     13. Reserve adjustment        _________

                                     14. Balance in Agreement Reserve
                                         at end of period          _________












                                     (24)
<PAGE>


                                                                EXHIBIT B-1
                                                                (Part 2)

                   SETTLEMENT STATEMENT FOR MONTH OF _____________
                Between Xerox Corporation and Xerox Credit Corporation

SETTLEMENT

                                   Due          Due
                                   XC           XCC
15. Collections and other
    adjustment on 
    Reserve Obligations
    (Line 4)                       XXX          ______


16. Collections and other
    adjustment on Defaulted
    Reserve Obligations
    (Line 10)                      XXX          ______

    Amount Due XCC                 XXX          ______


17. Agreement Reserve
    Balance adjustment
    Line 13)                       XXX          ______


18. Amount of Accounts
    Receivable (which will be
    designated as Reserve
    Obligations) assigned less
    amount credited to reserve
    (Line 2 minus Line 8)          _____        XXX


19. Unearned Interest and
    Discount / (Premium)
                                   _____        ______


    Totals (Line 16 plus
    Lines 17 and 18)               _____

    Amount Due XC                  _____        XXX











                                     (25)
<PAGE>


                                                                  EXHIBIT B-2
                SETTLEMENT STATEMENT FOR MONTH OF _____________
            Between Xerox Corporation and Xerox Credit Corporation


XBS OBLIGATIONS                       SETTLEMENT

                                                             Due XC    Due XCC

1. XBS Obligations outstanding        7. Sums due on XBS
   at end of prior period                Obligations (Line 4) 
   (Line 6 of Prior Report)  $______                          XXX      _______


2. Amount of Obligations (which       8. Book Value of Defaulted
   will be designated as XBS             XBS Obligations (Line 3)
   Obligations) assigned as of
   end of period (Exhibit A)  ______                          XXX      _______


                                         Amount Due XCC       XXX      _______
                                         (Line 7 plus Line 8)


3. Book Value of XBS Obligations      9. Amount of Accounts Receivable
   which became Defaulted XBS            (which will be designated as
   Obligations during period             XBS Obligations) assigned
                              ______     (Line 2)             ______   XXX


4. Sums due on XBS Obligations
   during period                     10. Unearned Interest    XXX      _______


5. Net change for the period (Line 2
   minus Lines 3 and 4)       _______    Amount Due XC        _______  XXX
                                         (Line 9 minus Line 10)


6. XBS Obligations at end of period
   (Line 1 plus Line 5)      $_______    Amount Due XC        _______  XXX
















                                     (26)