Inter(Bullet)Act Systems, Incorporated
October 19, 1995
Page 1

        October 19, 1995



Inter(Bullet)Act Systems, Incorporated
14 Westport Avenue
Norwalk, Connecticut 06851

Gentlemen:

        Inter(Bullet)Act  Systems,  Incorporated  (the "Company") has approached
Vanguard  Cellular  Systems,  Inc.  ("Vanguard")  regarding an additional equity
investment  in the  Company.  We are pleased to advise you that  Vanguard,  or a
subsidiary  of  Vanguard,  is willing to make an  additional  investment  in the
Company on the following terms and conditions:

        1. Vanguard will purchase up to  $8,000,000.00  of the Company's  common
        stock at $5.50 per share as a part of a concurrent  $7,000,000.00 equity
        offering  to  other   accredited   investors  at  the  same  price  (the
        "Offering").  The  terms of the  Offering  shall be as set  forth on the
        confidential  term  sheet  attached  to and  made a part of this  letter
        agreement.

        2. At the time of each  Vanguard  investment,  the Company will issue to
        Vanguard a warrant to purchase  additional common shares equal to 10% of
        the number of common shares then purchased,  on the terms and conditions
        set forth in the form of warrant  agreement  attached to and made a part
        of this agreement.

        3. The  Registration  Rights  Agreement  dated as of May 8, 1995 between
        Vanguard and the Company (which agreement was  subsequently  assigned by
        Vanguard to its wholly owned  subsidiary,  Vanguard  Cellular  Operating
        Corp.)  will be  amended  to  provide  that,  from and after six  months
        following the effective date of the Company's  initial public  offering,
        Vanguard  Cellular  Operating Corp. (or Vanguard or any other subsidiary
        that Vanguard  shall  designate to hold shares of the Company) will have
        one  demand  registration  per year with  respect  to the  shares now or
        subsequently  owned by Vanguard or its designees until such time as such
        shares may be sold in the public market, or otherwise,  pursuant to Rule
        144(k) of the  Securities  and  Exchange  Commission  or any  subsequent
        statute,  rule or regulation that similarly  permits  unlimited sales of
        the Company's stock by Vanguard or its designee.

        4.      Vanguard's obligations hereunder are subject to the following:

                (a)  Approval by the Company's shareholders of an amendment to
                the bylaws of the Company to permit a maximum of 12 directors;





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Inter(Bullet)Act Systems, Incorporated
October 19, 1995
Page 2

                (b) Other action by the Company's  shareholders  satisfactory to
                Vanguard  that will assure  that  Vanguard  shall,  at all times
                until the  Company  shall  have  completed  its  initial  public
                offering,  have six representatives on the Board of Directors of
                the Company (which shall  initially  include  Messrs.  Haynes G.
                Griffin,  Stephen R. Leeolou and L. Richardson Preyer,  Jr., who
                are  already  directors  of the  Company in their own right) and
                elect  as  Chairman  of the  Board of the  Company  one of those
                directors.

        5. Both  Vanguard  and the  Company  agree to keep  discussions  of this
        transaction  strictly  confidential  unless the parties agree otherwise,
        except  that  officers  and  directors  of the  Company  may discuss the
        arrangement with potential investors in the Offering.  Vanguard may make
        such  disclosure  as it  determines  to be necessary or  appropriate  by
        reason of its status as a publicly held corporation to its shareholders,
        the Securities and Exchange Commission and others.

        All funds received  pursuant to the Offering  except funds received from
Vanguard will be placed in an escrow  account for which Doris R. Bray and Dan T.
Barker,  Jr. will serve as escrow agents pursuant to an Escrow  Agreement in the
form attached to this letter agreement.

        If the foregoing  reflects our agreement,  please sign the enclosed copy
of this letter agreement and return it to the undersigned.

                            Vanguard Cellular Systems, Inc.


                           By: /s/ Stephen L. Holcombe
                              Senior Vice President

Approved and agreed to this 24th day of October, 1995.

INTER(Bullet)ACT SYSTEMS, INCORPORATED

By: /s/ Shephen B. Hadelman




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             Proposed Investment by Vanguard Cellular Systems, Inc.
                                       in
                             Inter(Bullet)Act Systems, Inc.


              Confidential Tem Sheet - for Discussion Purposes Only


Issuer:                         InteroAct Systems, Inc.
                                ("Inter(Bullet)Act")

Purchaser:                      Vanguard Cellular Systems, Inc., or a 
                                subsidiary. ("Vanguard")

Common                          Stock Investment: Vanguard, subject to terms and
                                conditions  including  but not  limited to those
                                described   herein,   shall   purchase   up   to
                                $8,000,000    ("The   Vanguard    Tranche")   of
                                Inter(Bullet)Act's  common  shares  as part of a
                                concurrent   $15,000,000   equity   offering  to
                                accredited investors ("The Offering").

Price:                          $5.50 per share

Common                          Stock  Warrant:   Inter(Bullet)Act  shall  issue
                                Vanguard a warrant to purchase additional common
                                shares  equal  to 10% of the  number  of  Common
                                shares Vanguard purchases in The Offering.

                                The term of the warrant shall be five years with
                                a per share  exercise price to be established by
                                the first equity sale of $2,000,000 or more to a
                                bona fide investor(s)  following  closure of The
                                Offering.

Staged Investment:              Vanguard shall stage its potential $8,000,000
                                equity investment as follows:

                                1) $1,000,000 immediately upon approval of a
                                definitive term sheet and documentation by both
                                InteroAct's and Vanguard's  respective  Board of
                                Directors.

                                2) $2,000,000,.in a single payment, upon
                                receiving all of the first $2,000,000 pursuant
                                to The Offering that is not part of the Vanguard
                                Tranche.

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                                3) $2,000,000, in a single payment, upon
                                receiving all of the next $2,000,000 pursuant to
                                The Offering that is not part of the Vanguard
                                Tranche.


                                4)  Up  to  $3,000,000,  on a  dollar-for-dollar
                                basis,  paid  in  monthly   installments,   upon
                                receiving up to the final $3,000,000 pursuant to
                                The  Offering  that is not part of the  Vanguard
                                Tranche.

Board                           of  Directors:  In  consideration  of Vanguard's
                                conditional  $8,000,000   commitment,   and  its
                                efforts to manage the outside equity  investment
                                effort,  Vanguard  shall  be  granted  seats  on
                                InteroAct's  Board of Directors  (including  the
                                position of Chairman, Treasurer) that
                                 the Company's board seats (excluding Mssrs.
                                 Griffin, Preyer & Leeolou) at closing of The
                                 Offering.

Conditions of Final Agreement:  Final agreement to this proposed investment by
                                Vanguard is subject to, among other things; the
                                following:

                                1) In-depth financial and operational
                                due diligence.

                                2) Mutual agreement on a definitive term
                                sheet,  and any related documentation.

                                3) Approval, if necessary, by Vanguard's
                                senior lenders.

                                4) Approval by Vanguard's Board of Directors.

Confidentiality & Timing:       Both Vanguard and InteroAct agree to
                                keep discussions of this proposed
                                transaction strictly confidential unless
                                both parties agree otherwise

                                Based on  Inter(Bullet)Act's  current  financial
                                status,   and  the  impending  year-end  holiday
                                season,  both parties  agree to use best efforts
                                to  close  The   Offering   before  the  end  of
                                November, 1995.


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NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON THE EXERCISE
HEREOF HAVE BEEN  REGISTERED  UNDER ANY FEDERAL OR STATE  SECURITIES  LAWS. THIS
WARRANT HAS BEEN ISSUED UNDER EXEMPTIONS THAT DEPEND,  IN PART, ON THE INTENT OF
THE HOLDER  HEREOF NOT TO SELL OR  TRANSFER  THIS  WARRANT OR SUCH SHARES IN ANY
MANNER NOT  PERMITTED BY SUCH LAWS.  THIS WARRANT AND SUCH SHARES  THEREFORE MAY
NOT BE SOLD OR TRANSFERRED  EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
HEREIN.

                 INTER(Bullet)ACT SYSTEMS, INCORPORATED

                     COMMON STOCK PURCHASE WARRANT

No.                                                               Shares

        FOR VALUE RECEIVED,  InteroAct Systems,  Incorporated,  a North Carolina
corporation (the "Company"),  hereby grants , or his or its registered  assigns,
the right to  purchase  ( ) shares at a price  per share  equal to the  Exercise
Price, as defined in Section 2 below,  (such number of shares and Exercise Price
being subject to adjustment as provided  hereinafter) of the validity authorized
and issued,  fully paid and nonassessable shares of common stock of the Company,
no par value per share (the "Common Stock"), upon compliance with and subject to
the following terms and conditions:

        1.  Exercise of Warrant.  This  warrant may be exercised in whole at any
time, or in part from time to time, on or before the  expiration  date set forth
in Section 3 below by  surrendering  this  Warrant,  or the  applicable  portion
hereof,  with a subscription form substantially in the form attached hereto duly
executed, at the offices of the Company in Norwalk,  Connecticut,  and by paying
in full the  Exercise  Price,  in  immediately  available  funds or as otherwise
hereinafter provided,  for the number of shares of Common Stock as to which this
Warrant or applicable portion hereof is exercised. No fractional shares shall be
issued upon the exercise of this Warrant and,  instead,  any  fractional  shares
created by exercise  hereunder  shall be purchased by the Company at the rate of
the Exercise Price per share then in effect.

        2. Exercise  Price.  This Warrant is being issued in connection with the
offering and sale of up to  $15,000,000 of common stock approved by the Board of
Directors  of the  Company on October 13, 1995 (the  "Offering").  The  exercise
price per share of this Warrant  (the  "Exercise  Price")  shall be equal to the
average  price per share of Common  Stock  received by the Company from the next
$2,000,000 of Common Stock issued and sold by the Company after the close of the
Offering to investors (which may include existing shareholders) excluding shares
issued or sold  pursuant  to the  exercise of options or warrants or pursuant to
the conversion of indebtedness or other convertible securities outstanding as of
October 13, 1995 and excluding  shares issued or sold to the registered  holder.
The Company shall give written  notice of the Exercise  Price to the  registered
holder promptly after the Exercise Price has been determined.

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        3.      Expiration of Warrant.  This Warrant shall expire and
all rights hereunder shall cease on December 31, 2000.

        4.      Adjustment of Number of Shares.  The number of shares of
        Common Stock for which this Warrant may be exercised and the
Exercise  Price per share shall be  adjusted in amount and number in  accordance
with the following:

                (a) If the  Company  shall  declare  and pay on shares of Common
        Stock a dividend  payable in shares of Common  Stock or shall  split the
        then outstanding shares of Common Stock into a greater number of shares,
        the  number of share of  Common  Stock for  which  this  Warrant  may be
        exercised,  as in  effect  at the time of  taking  of a record  for such
        dividend or at the time of such stock  split,  shall be  proportionately
        increased  and the  Exercise  Price per share  shall be  proportionately
        decreased.  Conversely,  if at any time the  Company  shall  contract or
        reduce the number of  outstanding  shares of Common  Stock by  combining
        such  shares  into a smaller  number of shares,  the number of shares of
        Commons  Stock for which this  Warrant may be  exercised  at the time of
        such action shall be  proportionately  decreased and the Exercise  Price
        per share shall be proportionately increased.

                (b) In the case of (i) any  reclassification  or  changes of the
        Common  Stock other than as  provided  above,  or (ii) a  consolidation,
        merger, share exchange or combination involving the Company or a sale or
        conveyance  to another  corporation  of the  property  and assets of the
        Company as an entirety or substantially as an entirety,  in each case as
        a result of which  holders of Common  Stock shall be entitled to receive
        stock, securities or other property assets (including cash) with respect
        to or in exchange for such Common Stock,  the registered  holder of this
        Warrant will be entitled  thereafter to receive,  upon exercise thereof,
        the kind and  amount  of  shares of  stock,  other  securities  or other
        property or assets which such registered holder would have owned or been
        entitled to receive upon such reclassification,  change,  consolidation,
        merger, share exchange, combination, sale or conveyance had this Warrant
        been exercised immediately prior thereto.

        5.  Notice of  Adjustments.  Within  five (5) days after any  adjustment
pursuant to Section 4 above,  the Company shall give written  notice  thereof to
the  registered  holder.  Such notice shall state the Exercise Price as adjusted
and the increased or decreased number of shares purchasable upon the exercise of
this Warrant, setting forth in detail the method of calculation.

        6. Partial Exercise of Warrant.  In the event of any partial exercise of
this Warrant,  the Company shall return to the  registered  holder this Warrant,
which shall have noted  thereon the date of partial  exercise  and the number of
shares of Common Stock issued upon the partial exercise thereof.

        7.      Reservation of Shares.  The Company shall at all times
reserve and keep available a number of its authorized but unissued
shares of its Common Stock sufficient to



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permit the exercise in full of this Warrant.

        8. Sale of Warrant or Shares.  Neither  this  Warrant  nor the shares of
Common  stock  issuable  upon  exercise  hereof have been  registered  under the
Securities Act of 1933, as amended,  or under the securities  laws of any state.
Neither  this Warrant nor such shares,  when issued,  may be sold,  transferred,
pledged or  hypothecated in the absence of an effective  registration  statement
for this Warrant,  or the shares of Common Stock,  as the case may be, under the
Securities Act of 1933, as amended,  and such  registration or  qualification as
may be  necessary  under the  securities  laws of any  state,  or an  opinion of
counsel  satisfactory to the Company that such  registration or qualification is
not required.

        9. Shareholders'  Agreement.  The holder understands and agrees that the
shares of Common stock  issuable  upon  exercise of this  Warrant  shall also be
subject to the  restrictions  on transfer and other  provisions  of that certain
Shareholders' Agreement dated as of April 16, 1993 among the Company and all its
shareholders,  as amended by Amendment No. 1 to Shareholders' Agreement dated as
of June 17, 1994 (as amended and as may be further  amended  with the consent of
the registered holder,  the "Shareholders'  Agreement") if in effect at the time
of exercise.  As a condition to the exercise of this Warrant,  the holder agrees
that the holder will become a party to the Shareholders'  Agreement by executing
a Joinder Agreement or other appropriate document.

        10.     Legends.  The certificate or certificates evidencing all
or any of the shares of Common Stock issued upon exercise of this
Warrant shall bear the following legend:

                "The  Shares   evidenced  by  this  certificate  have  not  been
                registered  under the  Securities  Act of 1933,  as amended,  or
                under the  securities  laws of any state.  The shares may not be
                sold, transferred,  pledged or hypothecated in the absence of an
                effective  registration  statement  under the  Securities Act of
                1933, as amended,  and such registration or qualification as may
                be  necessary  under the  securities  laws of any state,  or any
                opinion  of  counsel  satisfactory  to  the  Company  that  such
                registration or qualification is not required."

        Such certificate or certificates  shall also bear any legend required by
the Shareholders' Agreement.

        11.     Successor and Assigns.  The terms of this Warrant shall
be binding upon and shall enure to the benefit of any successors or
assigns of the company and of the holder or holders hereof and of the
Common Stock issued or issuable upon the exercise hereof.

        12.     Transfer of Warrant.  This Warrant shall be registered
on the books of the Company, which shall be kept by it at its principal
office for that purpose and shall be transferable only on said books by
the registered holder hereof in person or by such

                                                     3

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holder's  duly  authorized  attorney  upon  surrender of this  Warrant  properly
endorsed,  and only in compliance with the foregoing provisions of this Warrant.
Except as otherwise provided herein, and subject to applicable  securities laws,
this Warrant and all rights  hereunder are  transferable  in whole or in part by
the  registered  holder  hereof  in person or by the  registered  holder's  duly
authorized  attorney on the books of the company upon surrender of this Warrant,
or the applicable portion hereof, with a transfer form substantially in the form
attached  hereto  duly  executed,  at the  offices of the  Company  in  Norwalk,
Connecticut.  The  Company  may deem and  treat  the  registered  holder of this
Warrant at any time as the absolute  owner hereof for all purposes and shall not
be affected by any notices to the contrary.

        13. Notices. Notices under this Warrant shall be in writing and shall be
deemed  to have  been  duly  given  (i) when  personally  delivered,  (ii)  when
forwarded  by Federal  Express,  Airborne,  or  another  private  carrier  which
maintains  records showing delivery  information,  (iii) when sent via facsimile
but only if a written or facsimile acknowledgement of receipt is received by the
sending  party,  or (iv) when place in the United  States Mail and  forwarded by
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed  to the party to whom such notice is being given and,  with respect to
the Company,  addressed to the Company's  principal office,  and with respect to
the registered holder of the Warrant, addressed to the address of such holder as
maintained  on the records of the  Company,  or to such other  address as may by
furnished in writing to the parties.

        14.     Governing Law.  This Warrant shall be governed in
accordance with the laws of the State of North Carolina without taking
into account conflict of law provisions.

        IN WITNESS WHEREOF, the Company has caused this Warrant to be issued and
executed in its corporate  name by its  President  and its corporate  seal to be
affixed hereto and attested by its Secretary or Assistant Secretary.


DATED:                                           Inter(Bullet)Act Systems, Inc.


                                                 By:
                                                       Vice President
ATTEST:


Assistant Secretary
(Corporate Seal)


                                                     4

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                                              Exercise Form for

                                        Common Stock Purchase Warrant

                                       INTERoACT SYSTEMS, INCORPORATED



        The undersigned hereby  irrevocably  subscribes for the shares of Common
Stock of Inter(Bullet)Act Systems,  Incorporated indicated below, upon the terms
and subject to the terms and conditions of the
attached Warrant.


No. of Shares:

Exercise Price per share:

$

Subscriber's Name and Address:
(Please print)



Subscriber's Telephone Number:(   )


Subscriber's Signature:
(if individual)

Subscriber's Signature:
(if entity)                           (Name of Entity)

                         By:
                         (Signature of Authorized Person)


                         (Title of Authorized Person)


                                                     5

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                                              Transfer Form for

                                        Common Stock Purchase Warrant

                                       INTERoACT SYSTEMS, INCORPORATED


        The  undersigned  registered  holder  of  the  attached  Warrant  hereby
irrevocable  transfers the following  portion of the Warrant to purchase,  which
transfer  is  subject  to shares of Common  Stock of  Inter(Bullet)Act  Systems,
Incorporated the terms and conditions described in the Warrant.


Date of Transfer:                          .

Number of Shares Exercisable under
    Warrant as of Date of Transfer

Portion of Warrant Transferred:
  Expressed as fraction or percentage
  Expressed as number of shares


Transferee's Name and Address:
(Please Print)



Transferee's Telephone Number: (   )

Transferor's Signature:
(if individual)

Transferor's Signature:
(if entity)                       (Name of Entity)

                        By:
                        (Signature of Authorized Person)


                         (Title of Authorized Person)



                                                         6

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