<PAGE>   1
                                                                EXHIBIT 10.08(r)


Confidential treatment with respect to certain information in this Exhibit has
been requested of the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. The bracketed portions of
this Exhibit have been omitted from material filed in accordance with Rule 24b-2
and have been filed separately with the Commission.







<PAGE>   2
                            LETTER AGREEMENT TO AMEND

          DEVELOPMENT AGREEMENT NO. 35-001-97 and AMENDMENT 35-001-97-A
                            - Call Handling - 1997 -

                            AMENDMENT NO. 35-001-97-B

This Letter Agreement dated October 1, 1997 is in regard to Development
Agreement No. 35-001-97 dated December 31, 1996 and the Amendment 35-001-97-A
thereto dated March 25, 1997 (collectively the "Development Agreement"), and
constitutes an amendment to portions of the Development Agreement and to one or
more of the Exhibits attached thereto, in accordance with Article 11 of the
Development Agreement.

At the request of U S WEST's Call Handling Project Manager, CGI will complement
and enhance the current Call Handling 1997 capabilities by providing additional
CGI resources in support of newly recognized project needs to be incorporated
into the ongoing project. The time period in which the additional CGI resources
will work is currently estimated to be October 1, 1997 through December 31,
1997.

Based on remaining funds and CGI resources previously estimated under the
Development Agreement, this Amendment estimates additional resources to be two
(2) Project Managers, six (6) Senior Engineer II's, two (2) Senior Engineer I's,
two (2) Requirements Analysts, one (1) Associate Engineer who are providing or
are estimated to provide Call Handling services in 1997.

CGI will continue to work under U S WEST direction and, based on currently known
requirements, has included within this Amendment additional capabilities to Call
Handling for which U S WEST has expressed interest in incorporating into future
Call Handling releases. CGI will work within the funding limitations to provide
such capabilities under this Amendment in 1997.

OVERALL ASSUMPTIONS:

It is not foreseen that all capabilities in this Amendment, as fully or
partially implemented, will be provided this year.

The delivery dates and inclusion of requirements in the Call Handling releases
resulting from any of the tasks below are dependent upon U S WEST defining the
scope of work in the Project Plans for going forward, the client setting
requirements priorities, project resources, and commitment dates of other CH
applications provided by U S WEST, CGI and/or third parties.

A detailed schedule for the Call Handling releases resulting from the tasks
below being implemented will be prepared by CGI upon delivery of the Functional
Specification and as requested by U S WEST.



35-001-97-B                        1                           November 10, 1997



<PAGE>   3




Upon delivery of each Project Plan corresponding to the Modules below, CGI will
continue to go forward with implementating the Project Plan within the funding
and schedule limitations herein, unless otherwise directed by U S WEST. The
additional resources provided in this Amendment will be applied to the tasks in
accordance with the Project Plans.


--------------------------------------------------------------------------------

ADDITIONAL PROJECT TASKS/TASK CHANGES:

[









                                                                               ]





35-001-97-B                            2                       November 10, 1997



<PAGE>   4


STAFFING FOR GLOBAL CONDITIONS

(1)  Project Manager (Tech Lead)
(4)  SE II
(2)  SE I

NEW DELIVERABLES

Requirements Document                        9/30
Functional Specification                    10/31
Project Plan                                10/31

Due to major changes in the Activity-Based Routing requirements by U S WEST, the
delivery of the final Functional Specification has been delayed and the Global
Conditions Functional Specification and resulting release is intended to
incorporate the Activity-Based Routing tasks and deliverables.

ASSUMPTIONS/DEPENDENCIES: Due to the increased scope of Global Conditions
requirements coupled with other CH requirements that the client is requesting,
the Global Conditions




35-001-97-B                            3                       November 10, 1997



<PAGE>   5



scope of work needs to be defined in the Project Plan for going forward.
Additionally, the Global Conditions requirements will need to be prioritized, by
providing a cut off in project tasks if necessary, by the clients. An initial
Global Conditions release will not necessarily satisfy all the requirements
identified in the requirements document. A subsequent release may be required to
deploy all requirements.


SUPPORT FOR ONGOING ACTIVITIES

Because it is difficult and problematic to develop Call Handling capabilities in
parallel, project planning and coordination efforts are needed. To that end, CGI
provides overall management, architectural direction and support for ongoing
FES&R development. Specifically CGI provides release management, requirements
analysis and technical architecture direction for FES&R. There is an ever
changing list of deliverables here. If the parties were finished with release
planning we could include due dates for release plans, but this is not the case.
The technical architect is always evaluating new directions for FES&R, e.g.
evaluation of Long Distance requirements. Requirements work is planned for
Inbound Promotions, underway for Call Tracking and completed for Global
Conditions.

Note: The Requirements Analysts will also work on the Functional Specifications.

STAFFING
(1)      Managers
(1)      SE III as Technical Architect
(2)      Requirements Analysts


DMS100 SCREEN POP (REFLECTS SCHEDULE CHANGE)

The scope of work for DMS100 Screen Pop is unchanged from the current
Development Agreement. However in accordance with U S WEST changes in project
priorities and under their direction, the deliverable schedule has changed
significantly, as below.

DELIVERABLES
The deliverable schedule in Exhibits 3 and 5 relating to Screen Pop - DMS is no
longer valid. Deliverables relating to Design, Construction, Integration Test,
System Test, User Acceptance, Product Integration, ORL, and Deployment Support
will be prepared by CGI after the Function Specification Update is delivered and
as requested by U S WEST.



35-001-97-B                            4                       November 10, 1997



<PAGE>   6



The new commitments for deliverables in Exhibit 3 under "SCREEN POP - DMS"
should be:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
<S>                                            <C>                              <C>
Feasibility                                    Start 9/3/97                     Finish 11/97
---------------------------------------------- -------------------------------  -------------------------------
Functional Specification Update                Start 11/97                      Finish 11/97
---------------------------------------------- -------------------------------  -------------------------------
Project Plan                                                                    Finish 11/97
---------------------------------------------------------------------------------------------------------------
</TABLE>

STAFFING FOR DMS100 SCREEN POP
(1)      Project Manager
(2)      SE II
(1)      SE I (full time Oct. and 25% in Nov.-Dec. )
(1)      Associate Engineer


INBOUND PROMOTIONS

[






                                                                    ]
NEW DELIVERABLES

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                  <C>
Functional Specification              Start 5/97                            Finish 10/97
------------------------------------  ------------------------------------  -----------------------------------
Project Plan                                                                Finish 10/97
---------------------------------------------------------------------------------------------------------------
</TABLE>

STAFFING
(1)      Project Manager
(1)      SE I
(1)      SE II

CALL TRACKING

[




                                                                     ]


35-001-97-B                            5                       November 10, 1997



<PAGE>   7



NEW DELIVERABLES
Requirements definition for Call Tracking is underway. Once requirements are
completed the next step in Call Tracking development will be scheduled.


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                  <C>
Requirements Specification            Start 9/22/97                        Finish 10/97
---------------------------------------------------------------------------------------------------------------
</TABLE>

STAFFING
This is very difficult to estimate since requirements are not defined and the
scope of work is extremely variable. CGI expects the staffing for this to change
based on two factors: schedule interaction with people rolling off of DMS100
Screen and final scope of work.

Note: the scope of work has increased dramatically during requirements.

Best estimate:
(.75) Project Manager
(2) SE II
(2) SE I

--------------------------------------------------------------------------------

[


                                                                     ]
Exhibit 2 - Estimated Cost is amended as attached.

This Amendment describes the expanded scope, in accordance with the current
intent of the parties, for which the Call Handling - 1997 Development Agreement
is being modified hereunder. It is intent of the parties that the new services
to be provided by CGI under this Amendment will be incorporated into the ongoing
effort under the 35-001-97 Development Agreement as amended without
interruption. Such services will continue to be provided by CGI under this
Development Agreement and Amendment as subject to change in accordance with U S
WEST direction and additional amendments or change orders.


Except as expressly set forth in this Letter Agreement, the terms of the
Development Agreement and all signed amendments shall remain in full force and
effect.




35-001-97-B                            6                       November 10, 1997



<PAGE>   8



IN WITNESS WHEREOF, Licensee and CGI have executed this Letter Agreement in
duplicate by their respective authorized representatives.

CARNEGIE GROUP, INC.                           LICENSEE

By: /s/ DENNIS YABLONSKY                       By: /s/ BARBARA IRWIN
   ---------------------------                    ------------------------------
Title:  President/CEO                          Title:  Sr. Director
      ------------------------                       ---------------------------
Date:   12-2-97                                Date:   12/1/97
     -------------------------                      ----------------------------

                                               U S WEST BUSINESS RESOURCES, INC.
                                               ACTING AS AGENT FOR:   LICENSEE

                                               By: /s/ SHERYL SWAYZE
                                                  ------------------------------
                                               Title:  Commodity Manager
                                                     ---------------------------
                                               Date:   11/26/97
                                                    ----------------------------










35-001-97-B                            7                       November 10, 1997



<PAGE>   9





                           EXHIBIT 2 - ESTIMATED COST


COST OVERVIEW
The total cost of the work net of discounts is estimated at [         ] based on
expected time and material expenses, which represents an increase of [         ]
above the original funding approved for Call Handling - 1997 of [         ]. No
travel is anticipated for this project. Should travel be required, U S WEST
agrees to pay CGI travel expenses for all pre-approved trips.

Work will be provided on a time and materials basis. The cost estimate and
applicable discount breakouts being extended are as shown below. The [ ]Alliance
Discount has been extended pursuant to the GLA extension executed between U S
WEST and CGI in March, 1997. The [ ]Facilities Discount (includes [ ] computer
and [ ] building discount) is extended under the assumption that all work will
be performed at U S WEST facilities for this project. Work requiring platforms
and software outside of this environment will be requested by U S WEST. It is
planned that U S WEST will provide availability to the nonstandard items to CGI
for the duration of the project should any be required. CGI has also extended
the applicable Volume Discount of [ ].

U S WEST may, at its discretion, close the project or the involvement of CGI
resources by providing a written notice to the CGI Program Manager. If such an
eventuality occurs, the respective resources will be given a ramp down period of
[ ] weeks to find other work. Upon completion of the [ ] week ramp down period,
U S WEST will be obligated to CGI for the time and materials expended up to and
including the [ ] week ramp down.


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
ITEMIZATION OF COSTS                                                               AMOUNTS
----------------------------------------------------------------- -----------------------------------------
<S>                                                                                  <C>
CONTRACT ENGINEERING COSTS (TIME AND MATERIALS)                                      [          ]

        LESS: [    ] ALLIANCE DISCOUNT                                               [          ]

        LESS: [    ] VOLUME DISCOUNT                                                 [          ]

        LESS: [    ] FACILITIES DISCOUNT                                             [          ]

----------------------------------------------------------------- -----------------------------------------
TOTAL CONTRACT ENGINEERING                                                           [          ]
----------------------------------------------------------------- ----------------------------------------
TRAVEL EXPENSES                                                                            0
----------------------------------------------------------------- ----------------------------------------
      TOTAL AMENDED DA ESTIMATE:                                                     [          ]
----------------------------------------------------------------------------------------------------------
</TABLE>

35-001-97-B                            8                       November 10, 1997

<PAGE>   10


Additionally, we are providing the estimated hours for the labor categories
associated with the 24-person CGI team as shown below:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
CATEGORY                                            CONTRIBUTION BY              TOTAL ESTIMATED HOURS
                                                       CATEGORY
---------------------------------------------  -------------------------- ----------------------------------
<S>                                                       <C>                            <C>
Manager/Project Manager (4)                               [ ]                            [ ]

Sr. Engineer III (1)                                      [ ]                            [ ]

Sr. Engineer II (9)                                       [ ]                            [ ]

Sr. Engineer I/Reqs. Analyst (8)                          [ ]                            [ ]

Engineer (1)                                              [ ]                            [ ]

Associate Engineer (1)                                    [ ]                            [ ]
------------------------------------------------------------------------------------------------------------
          TOTAL CONTRIBUTION / HOURS:                     100%                           [ ]

---------------------------------------------  -------------------------- ----------------------------------
</TABLE>




35-001-97-B                            9                       November 10, 1997