Exhibit 10(d)
                AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT


        THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this
"Amendment") is made and entered into as of October , 1995 by and between
INTER(bullet)ACT SYSTEMS, INCORPORATED, a North Carolina corporation (the
"Company"), and VANGUARD CELLULAR OPERATING CORP., a Delaware corporation
(together with its successors and permitted assigns, the "Investor");

        WHEREAS, the Company and Vanguard Cellular Systems, Inc., a North
Carolina corporation and parent corporation of the Investor (the "Parent"),
entered into a Registration Rights Agreement as of May 8, 1995 (the
"Registration Rights Agreement") pursuant to which the Parent and its successors
and permitted assigns were granted certain rights, including rights to have the
Company register under the Securities Act (as defined in the Registration Rights
Agreement) the Registrable Securities (as defined in the Registration Rights
Agreement); and

        WHEREAS, by Assignment dated as of August 8, 1995, the Parent assigned
all of its right, title and interest in and to the Registration Rights Agreement
to the Investor; and

        WHEREAS, the Investor has agreed to purchase a substantial number of
additional shares of common stock of the Company, no par value per share (the
"Common Stock"), conditioned upon the Company's granting to the Investor certain
additional rights with respect to all shares of Common Stock owned by the
Investor;

        NOW, THEREFORE, in consideration of the foregoing and for other valuable
consideration, and intending to be legally bound hereby, the parties agree as
follows:

        1.      Amendments. The Registration Rights Agreement is hereby amended 
as follows:

                (a)      The Investor shall be substituted for the Parent as the
        Investor under the Registration Rights Agreement.

                (b)      Section 2(a) of the Registration Agreement is hereby 
        amended in its entirety to read as follows:

                At any time during the term of this Agreement and after six
                months from the date that the first registration statement filed
                by the Company under the Securities Act becomes effective, upon
                the written request of the Investor requesting that the Company
                effect the registration under the Securities Act of its
                Registrable Securities (which request shall specify the intended
                method of distribution thereof),











                the Company shall use its best efforts to register under the
                Securities Act (a "Demand Registration") as expeditiously as may
                be practicable, the Registrable Securities that the Company has
                been requested to register provided, however, that the Investor
                shall not be entitled to request any Demand Registration within
                the twelve-month period immediately following the date of any
                previous request for a Demand Registration hereunder.

        2.      Registration Rights Agreement in Effect.  The Registration 
        Rights Agreement, as amended hereby, shall remain in full force and 
        effect and is hereby confirmed by the parties hereto.

        3.      Counterparts.  This Amendment may be executed in any number of 
        counterparts and each such counterpart shall for all purposes be deemed 
        to be an original, and all such counterparts shall together constitute 
        one and the same instrument.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by the respective officers duly authorized and their respective
corporate seals affixed hereto as the day and year first above written.

                                    INTER(bullet)ACT SYSTEMS, INCORPORATED
ATTEST:


                                                 By:
                                                         President

     Secretary

        [Corporate Seal]

                                    VANGUARD CELLULAR OPERATING CORP.

ATTEST:

                                                 By:
                                                        President

          Secretary

        [Corporate Seal]

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