<PAGE>   1
                                                                   Exhibit 10.02

                      DEVELOPMENT AGREEMENT NO. 35-001-96

                    CALL HANDLING / FRONT END SCREEN & ROUTE

     This Development Agreement is entered into on the 1ST day of MARCH, 1996
by and between U S WEST Advanced Technologies, Inc., a Colorado corporation
("USW-Technologies"), U S WEST Communications, Inc., a Colorado corporation
("USW-Communications"), (hereinafter USW-Technologies, USW-Communications and
their Affiliates will be collectively referred to as "Licensee"), and Carnegie
Group, Inc., a Delaware corporation with a principal place of business at Five
PPG Place, Pittsburgh, PA 15222 ("CGI").

                              ARTICLE 1 - RECITALS

     1.1 Licensee and CGI entered into a General License Agreement (the "GLA")
on December 17, 1992 in which the parties committed to enter into a series of
Artificial Intelligence ("AI") technology research, experimentation and
development agreements ("Development Agreements") over a period beginning on the
Effective Date, as defined in the GLA, and ending on the fourth anniversary of
the Effective Date.

     1.2 Licenses and CGI now desire to enter into this Development Agreement
pursuant to which the parties, as contemplated by the GLA, will commit to a
project of specific research, experimentation and development as stated herein.

     NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Development Agreement, Licensee and CGI agree as follows:

                            ARTICLE 2 - DEFINITIONS

     2.1 Defined terms used in this Development Agreement shall have the
meanings set forth in Article 2 of the GLA, unless different meanings are
specifically set forth in this Development Agreement.

     2.2 "Project" means the specific research, experimentation and development
which CGI will perform for Licensee under this Development Agreement.

                                                                  MARCH 27, 1996


<PAGE>   2



     2.3 "Project Description" means a detailed written description of the
Project, including but not limited to:

     (a) any Deliverable Performance Specifications; and

     (b) a listing which identifies and describes, as to the Project:

         (i)   any Deliverables intended to be created in the course of the 
               Project; and

         (ii)  any Licensee Specific Technology intended to be created in the 
               course of the Project; and

         (iii) any Licensee Proprietary Information or Licensee Confidential
               Information to be made available to CGI in the course of the 
               Project; and

         (iv)  any Generic Research Technology intended to be created in the 
               course of the Project.

     2.4 "Projected Cost" means that projected cost referred to in Article 9 of
the GLA and set forth in Article 5 hereof.

     2.5 "Projected Date" means the projected date for completion of the Project
agreed upon by the parties and set forth in Article 6 hereof, including any
Agreed Completion Date.

                         ARTICLE 3 - EFFECT OF THE GLA

     This Development Agreement is subject in all respects to the terms and
conditions of the GLA. Ownership of Generic Research Technology developed
hereunder is vested in U S WEST, in accordance with Article 3.3 of the GLA and
the payment of ALLIANCE rates by Licensee to CGI as provided in Exhibit 2,
attached hereto.

                        ARTICLE 4 - PROJECT DESCRIPTION

     4.1 The Project Description is set forth in Exhibit 1 attached hereto.

     4.2 CGI shall use its best efforts to complete the Project in accordance
with the Project Description. Except for the warranties set forth in Article 8
of the GLA regarding any

                                                                  MARCH 27, 1996


<PAGE>   3



Deliverable Performance Specifications set forth in Exhibit 1 of this
Development Agreement, CGI hereby disclaims any express or implied warranty
that all or any portion of the Project intended to be created or developed
pursuant to this Development Agreement will perform in accordance with the
Project Description or any other criteria.

                      ARTICLE 5 - PROJECTED COST; PAYMENT

     5.1 CGI's Projected Cost for the Project is $[ ]. An itemized account of
the Projected Cost including person-year rates applied as Alliance, Technology
and/or Co-Development Rates as defined in the GLA is set forth in Exhibit 2
attached hereto. Modifications to the Projected Cost (and any payments under
Section 5.2) shall be governed by Sections 9.4 and 14.7 of the GLA.

     5.2 Licensee shall pay to CGI, in consideration for CGI's performance 
of its obligations under this Development Agreement, the sum of $    *   in 
accordance with the payment schedule set forth in Article 5 of the GLA.

*REPRESENTS TIME AND MATERIAL COSTS IN ACCORDANCE WITH EXHIBIT 2 OF THIS
 DEVELOPMENT AGREEMENT

                           ARTICLE 6 - PROJECTED DATE

     6.1 The Projected Date for completion of the Project is SEPTEMBER 6, 1996.
A time schedule listing projected dates for completion of interim stages of the
Project is set forth in Exhibit 3 attached hereto.

     6.2 CGI shall use its best efforts to complete the Project by the
Projected Date. Except for the obligations set forth in Article 9 of the GLA
regarding any Agreed Completion Date set forth in Exhibit 3 of this Development
Agreement, CGI hereby disclaims any express or implied warranty that all or any
portion of the Project intended to be created or developed pursuant to this
Development Agreement will be completed on any date certain, including the
Projected Date.

                 ARTICLE 7 - TERMS OF DELIVERY AND RISK OF LOSS

     7.1 CGI will deliver, at its expense, to Licensee any Deliverables and
Licensee Specific Technology in accordance with the Exhibits hereto.

                                                                  MARCH 27, 1996


<PAGE>   4



     7.2 CGI will bear the risk of loss or destruction of such Deliverables and
Licensee Specific Technology until the delivery of such items to Licensee at
the location designated by Licensee. For the purposes hereof, "delivery" shall
mean physical delivery to a facility and shall not include installation.

                            ARTICLE 8 - INSTALLATION

     8.1 CGI will provide, at Licensee's request and expense, technical
assistance to Licensee sufficient for the proper installation of Deliverables
and Licensee Specific Technology in Licensee facilities. Such assistance may
include, if deemed necessary by Licensee, the presence of one or more CGI
employees at Licensee facilities to assist in such installation. Licensee will
pay, in accordance with the GLA, travel, room and board expense incurred by
such employees of CGI.

     8.2 Licensee will bear the risk of loss or destruction of the
Deliverables, Licensee Specific Technology or any other items delivered to
Licensee facilities during and after installation.

                        ARTICLE 9 - OPERATIONAL TRAINING

     CGI will provide, in accordance with Article 6 of the GLA, adequate
training to no more than 0 Licensee employees regarding the proper operation
and use of Deliverables, Licensee Specific Technology and Generic Research
Technology created in the course of the Project.

                            ARTICLE 10 - MAINTENANCE

     CGI will perform maintenance and repair services on Deliverables, Licensee
Specific Technology and Generic Research Technology in accordance with the GLA.

                   ARTICLE 11 - MODIFICATIONS AND AMENDMENTS

     Any modifications to the Project or to this Development Agreement,
including but not limited to modifications to the Project Description, the
Projected Costs, or the Projected Date, to which the parties agree after the
date of execution of the Development Agreement, will be evidenced by a written
supplement to this Development Agreement executed by both parties.

                                                                  MARCH 27, 1996


<PAGE>   5



                            ARTICLE 12 - INTEGRATION

     This Development Agreement, the Exhibits attached hereto and the terms of
the GLA set forth the entire and exclusive agreement and understanding of the
parties relating to the subject matter contained herein, and supersede all
prior and contemporary discussions. Neither party will be bound by any
definition, condition, warranty or representation except as expressly set forth
in this Development Agreement or the GLA or as subsequently set forth in
writing signed by authorized representatives of each party.

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

CARNEGIE GROUP, INC.                           LICENSEE

By:      /S/ BRUCE RUSSELL                     By:      /S/ DENNIS A. DEMPSEY
       -----------------------                        --------------------------
Title:   EVP/COO                               Title:   VP - IAD
       -----------------------                        --------------------------

                                                                  MARCH 27, 1996


<PAGE>   6


                                   EXHIBIT 1

                              PROJECT DESCRIPTION

                                  INTRODUCTION

This agreement covers efforts to be performed by CGI from March 1, 1996 through
September 6, 1996 for U S WEST in support of the Call Handling / Front End
Screen & Route (FES&R) project. The overall Call Handling/ FES&R project is
being undertaken by U S WEST to deliver two system deployments: Phase I in
February 1996, which has been delivered, and Phase II in July 1996. The
deliverables covered by this agreement are in support of both the Phase I and
Phase II deployments, however because of the time period covered, most of the
deliverables are in support of the Phase II Deployment.

The Call Handling Project Scope was defined in a Memorandum from Rod Morgan,
Technologies Project Manager, Call Handling dated September 5, 1995 and is
attached for reference to this agreement. CGI used this memorandum and the
FUNCTIONAL REQUIREMENTS: CALL HANDLING CAPABILITIES document dated October 5,
1995 to estimate this agreement. Any changes to the Project Scope or the
Functional Requirements would require Change Orders to this agreement.

                         CGI ROLES AND RESPONSIBILITIES

Based on the defined scope and deliverables and the architecture design and the
detailed design work that was done by CGI and U S WEST, the following roles and
responsibilities can be defined for the Call Handling Project:

    CGI will be responsible for detail design, development, test (unit test and
      component integration test), documentation, and delivery of the Routing
      Engine. The specific modules that CGI will be responsible for include:

       FES&R INTERFACE SERVER MODULE - this module handles FES&R Server call 
         routing requests from the VRU Interface Client Module.

       CALL CONTROL MANAGER (ROUTING ENGINE) - this module handles an 
         individual call, from the receipt of the new call request until a 
         routing message is returned for the call. Enhanced routing 
         capabilities will include [          ], [          ], [           ] 
         and [          ] requests.

       ACD DATA FEED MANAGER - this module receives periodic ACD queue status 
         data feeds from the MIS nodes.

       MARKET PROFILE LOADER - this module accepts the extract file from the

                                                                  MARCH 27, 1996


<PAGE>   7
       MARKET PROFILE LOADER - this module accepts the extract file from the
         [          ] Database, parses the [       ] associated with each      
         [          ] into the appropriate [       ], applies the [         ] 
         to [          ] and [           ] the [            ] to a [          ] 
         profile [          ] and a particular [              ] for [         ],
         and loads the [             ] table which associates each [           ]
         with the appropriate [              ] functional group for every
         possible [              ] per application. This module may also 
         load the [                ] data associated with each [              ] 
         into the FES&R database if required for reporting.

       ACCOUNT ACTIVITY LOADER (AA):  [                  ], identified by a 
         [            ] number, at times have activities associated with them.  
         These activities include [             ], [        ], and [         ]. 
         The [        ] Engine will access and utilize [         ] activity in 
         determining a [        ] for a call.  

       [                 ] Loader (PC):  [               ] are associated with 
         individual [            ].  These originate when a customer initiates 
         multiple transactions (calls) of the same type in a given time period. 
         The routing engine will use business rules that will indicate the 
         routing for a call when a [              ] for a customer exists.

   CGI will be responsible for the detailed design, development, test (unit test
     and component integration test), documentation, and delivery of the
     Verification / Validation Utilities. The five specific utilities that CGI
     will be responsible for include:

       RULE VALIDATION - this utility will validate both the [            ] 
         rules and the [          ] rules to test for validity, prioritization, 
         exclusiveness, and execution hit rate. The valid range, relational 
         operators, and combinations of all attributes found in if-condition 
         [            ] will be checked.
       [                  ] ANALYSIS - this utility will provide a summary 
         picture to the [            ] that combines data from several database 
         tables into one report that lists the [           ] used and their 
         selection criteria. This will provide the end user with a [          ]
         from [         ] to [         ].

       ACD GROUP VALIDATION - this utility will perform an analysis of ACD
         Group-related data; and provide checks for ACD Group definition
         completeness and provide reports on ACD Group utilization. This utility
         will also validate routing alternative lists in several ways.

       DATA COMPLETENESS CHECKS - this utility will be built to run as a part 
         of the installation or maintenance of the database. The scripts will 
         run completeness checks for such items as required minimal data in 
         reference tables and required minimal data in end-user populated 
         tables. More complicated completeness checks could include: 
         verification that each routing [           ] has a routing alternative 
         list defined for each reference location, verification that each 
         non-remote ACD group have a primary

                                                                  MARCH 27, 1996


<PAGE>   8



       and alternate resource selection rule, verification that each channel
       functional need assignment map to a valid (effective) [           ], and
       verification that each call reason map to a valid default [         ].

     INFORMATION REQUEST (PING-PONG) VALIDATION - this utility will ensure that
       there is no possibility of looping back with the same voice script being
       played multiple times to the calling customer. This utility will also
       monitor the call logs for ping-pong requests and provide a report to the
       end-users.

   CGI will be responsible for transferring the technology for the Routing 
     Engine and the Verification/Validation Utilities over to U S WEST by 
     September 6, 1996, assuming a May 29th start date.

   CGI will be responsible for the engineering management of the CGI resources
     and delivery management of the CGI Deliverables.

   CGI will be responsible for status reporting to U S WEST and participating 
     in status meetings.

   CGI will be responsible for system support (problem tracking and resolution)
     during the integration testing, the system testing, the production and
     user acceptance testing, and the deployment tasks.

                      U S WEST ROLES AND RESPONSIBILITIES(1)

   U S WEST will be responsible either directly or indirectly (from outside
     vendors) for the design, development, testing, integration, documentation
     and deployment of all other modules, including but not limited to:

        AT&T VRU Interface
        AT&T ACD/MIS Feed       
        AT&T ACD Upgrades-TN to ACD Set
        VRU Hardware Upgrades
        VRU Scripting
        Data Models - Logical and Physical
        Data Extract Programs for:
                [                ]
                [                ]
                Promotions

                [      ]
                Repair

        Data Batch Load Programs/Conversion Programs for:
                [                     ]

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

   1 Some of the tasks involved in delivering the U S WEST Responsibilities
may be assigned to CGI in other Development Agreements, but are listed here to
clearly indicate that they are not in the scope of this Agreement.

                                                                  MARCH 27, 1996


<PAGE>   9



                Promotions
                [        ]
                Repair
        SYAD Tools
        End-User Table Maintenance Tools - including Users Guide and
          Consistency & Validation Rules, but excluding the Verification /
          Validation Utilities supplied by CGI. 

        Setup and population of the databases including: 
          the development database 
          the unit test database 
          the integration test database 
          the system test database 
          the production test database 
          the production database
 
       U S WEST will be responsible for assigning the full-time equivalent
          engineers needed to take over the maintenance and support of the 
          Routing Engine and the Verification / Validation Utilities. CGI 
          will transfer the technology required to these engineers starting 
          May 29, 1996.

        U S WEST will be responsible for ordering, installing, and making 
          available the Development Environment (including HP and Sequent 
          File Servers), the Test Environments (unit, integration, system, 
          and production test environments), and the Production Environment 
          in a timely manner.

        U S WEST will assume overall project management responsibility. 

        U S WEST will be responsible for the Deployment Strategy and 
          Deployment Plan. 

        U S WEST will be responsible for the Operational Impact Analysis. 

        U S WEST will be responsible for defining the Change Control 
          Methodology. 

        U S WEST will be responsible for defining the Call Flow Definitions 
          and the Current/New Process Definitions.

        U S WEST will be responsible for porting the existing VRU Applications 
          to the new platforms.

        U S WEST will be responsible for developing the Communications Plan. 

        U S WEST will be responsible for developing the Technical Trial Plan. 

        U S WEST will be responsible for scope and expectation setting with 
          the Clients. 

        U S WEST will provide Subject Matter Experts (SMEs) for the CGI 
          design and development efforts, including expertise on tuning 
          and programming on the Sequent Platform, as well as Call Routing 
          Expertise.

        U S WEST will be responsible for the move of the Development Code to 
          the Test and Production Hosts.

        U S WEST will be responsible for the management and implementation 
          of the System and Production Testing Processes.

        U S WEST will be responsible for the management and implementation of 
          the Training Program for Call Handling, including both end-user and 
          SYAD training.


                                                                  MARCH 27, 1996


<PAGE>   10



   U S WEST was responsible for the completion of the Business Case and
     obtaining the funding for the two phase delivery.

               JOINT CGI AND U S WEST ROLES AND RESPONSIBILITIES

   CGI will share the responsibility of managing the Clients expectations in all
     meetings by presenting perceived changes in direction or scope to the Call
     Handling Project Manager.

   CGI will share the responsibility of establishing Acceptance Criteria and
     Acceptance Test Plans for the Routing Engine and the overall system.

   CGI will share the responsibility for developing the System and Production
     Test Plans.

   CGI will share the responsibility for producing the System Administration
     Procedures and Documentation, specifically for the Routing Engine.

   CGI will share the responsibility of installing all hardware and software for
     the Routing Engine in all Environments.

   CGI will share the responsibility of training the "trainers" on the System
     Administration Functions for the Routing Engine.

   CGI will share the responsibility of performance modeling and tuning of the
     Routing Engine.

                                                                  MARCH 27, 1996


<PAGE>   11



                          DETAILED PROJECT DESCRIPTION

This agreement covers efforts to be performed by CGI from March 1, 1996 through
September 6, 1996 for U S WEST in support of the Call Handling/ FES&R project.
The deliverables involved are in support of both the Phase I and Phase II
Deliverables and are further described in Exhibit 4.

The work covered under this agreement will deliver software modules and
utilities that run on the specially configured Sequent and HP hardware. The
effort also includes the work necessary to integrate and test the CGI delivered
modules with the other hardware and software modules to be supplied by AT&T and
the U S WEST Project Team. The currently known dependencies, risks, and
assumptions associated with the integration of the CGI delivered modules with
the other hardware and software modules are specified in Exhibit 3 of this
agreement, which covers schedule and statement of work.

The Call Handling project activities for the Phase II Deployment include
extending the Routing Engine functionality, and specifically the [           ], 
to address routing based-on [            ] activity, [         ], [          ] 
and to incorporate the ability to request [         ] of or send [         ] to 
[         ]. These areas of system functionality are detailed further below 
in terms of tasks to be done for each.

A. [                    ]
     Customer accounts, identified by a billing telephone number, at times have 
       activities associated with them. These activities include [        ], 
       [         ], and [          ]. Routing Engine will access and utilize 
       [         ] in determining a route for a call. The tasks to accomplish 
       this include:

     Identify [         ] legacy systems, data provided, format. (Prepare 
       document describing specific data required, mapping of data elements to 
       legacy systems.)
     Define [ ] Table(s), access & update mechanisms (keys, etc.) Define and
       document table names, field names, all field values. (Review with team.
       DBA installs tables in Oracle.)
     Build access methods (used by [           ]), update methods (used by 
       [         ]), associated data structures. (Document.  Unit test.  
       Code review.)
     Design, build [                ]. (Document.  Unit test.  Code review.  
       Utilize a test program to test access methods on [    ] side.)


                                                                  MARCH 27, 1996


<PAGE>   12
B. [                  ]
     [         ] are [           ] that apply to [           ] of [           ] 
     numbers. Examples are [           ], [           ], and [          ]. The 
     routing engine will access and utilize [            ] that apply in 
     determining a [            ] for a [            ].
     Tasks to accomplish this include:


     Identify [         ], [         ] rules. (Expected to be a small set. 
       Business rules straightforward. Prepare document describing [         ],
       1-2 pages.)
     Define [         ] Table(s), access & update mechanisms (keys, etc.). 
       Define and document table names, field names, all field values. (Review 
       with team. DBA installs tables in Oracle.)
     Build access methods (used by [          ]), associated data structures.
       (Document.  Unit test.  Code review.)

     Support design of SYAD toolset for [                  ].

C. [                         ] (   )
     [         ] are associated with [         ] customer accounts. These 
     originate when a [         ] initiates [         ] transactions (calls) 
     of the same type in a given time period. The routing engine will use 
     business rules that will indicate the routing for a call when a [        ]
     for a [         ] exists. The tasks for accomplishing this include:


     Identify [          ] (calls reasons that have associated [             ]).
       Identify [          ] rules. (Prepare document describing [           ].)
     Define [         ] Table(s), access & update mechanisms (keys, etc.).
       Define and document table names, field names, all field values. (Review
       with team. DBA installs tables in Oracle.)
     Build access methods (used by CCM), update methods (used by [          ]),
       associated data structures. (Document.  Unit test.  Code review.)

     Design, build [            ]. (Document.  Unit test.  Code review.) Support
       design of SYAD toolset for [                  ] rules.

D. [                          ]

     The Phase I [         ] only provides a [         ] number to the 
     requesting [         ]. The Phase II [         ] will incorporate the 
     ability to request additional [         ] from the [         ], or to
     provide [           ] to the [           ] (by [           ] an 
     [        ] message). The [        ] will use business rules to determine
     when information should be requested of or sent to a [         ].

                                                                  MARCH 27, 1996


<PAGE>   13


     The tasks to accomplish this include:

     Identify VRU script data, format. (Prepare document describing data.)
     Define VRU Script Table, access & update mechanisms (keys, etc.). Define 
       and document table names, field names, all field values. (Review with 
       team. DBA installs tables in Oracle.)
     Build access methods (used by [    ]), update methods (used by loader), 
       associated data structures. (Document.  Unit test. Code review.)
     Design, build mechanism to populate VRU Script Table. (TBD. Possibly a 
       simple ASCII file loaded into db table.)

E. [                    ] SUPPORT FOR [                        ]
     The tasks to accomplish the required [                   ] include:

     Identify data representing [           ], [           ], [           ], 
       information request, as defined in the other areas. (Coordinate with 
       areas A-D. Revisit CCM analysis, design.)
     Design [           ] extensions to utilize [           ], [           ], 
       [         ], [         ]. (Pseudo code. Enumerate cases. Document.)
     Implement [            ] extensions. (Document.  Unit test.  Code review.)

F. [                     ] DEFINITION, UTILIZATION
     The tasks to accomplish [            ] definition and utilization include:

     Analyze [            ] attributes within [             ] group. (Document.)
     Design modifications to [             ]. (Document.)
     Implement modifications. (Document.  Unit test.  Code review.)

                                                                  MARCH 27, 1996


<PAGE>   14


                                   EXHIBIT 2

                                 PROJECTED COST

The total cost of the work to be performed will be $[ ] based on estimated time
and materials. No travel is anticipated. Should travel become a necessity for
the project, U S WEST agrees to pay CGI travel expenses for all pre-approved
trips.

It is planned that U S WEST will provide the majority of the platforms and
software for the project work environment and CGI will work at the U S WEST
site. Because this reflects a cost savings benefit to CGI, a [ ]% Computer &
Facilities discount is included in the project costs. 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.

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.

Estimated costs for the project are provided below. Note that the Alliance,
Volume, and Facilities discounts are subtracted from the standard time and
material costs. The Volume discount for this Agreement considers the project as
a whole and applies the costs from previously signed development agreement(s)
with this Agreement when calculating Volume discount.

Total Time and Materials Costs                              $[            ]

              Less [  ]% Alliance Discount                   [            ]
              Less [  ]% Volume Discount                     [            ]

              Less [  ]% Computer Facilities Discount        [            ]
              ---------------------------------------       ---------------
              Total Contract Engineering                    $[            ]

                                                                  MARCH 27, 1996


<PAGE>   15



Additionally, we are providing the estimated hours by category:

CATEGORY                                       EST. 96
                                                HOURS

Sr. Manager                                    [     ]
Manager                                        [     ]
Sr. Engineer 2                                 [     ]
Sr. Engineer 1                                 [     ]
Engineer                                       [     ]
Associate Engineer                             [     ]
------------------------------------------------------
CGI Total Hours                                [     ]
------------------------------------------------------

Exhibit 3 contains a further breakdown of estimated costs per task. The
estimated costs provided in Exhibit 3 are based on Carnegie Group's best
estimates and are subject to change, based on the interdependent nature of 
the tasks and the noted assumptions and dependencies in Exhibit 3.

                                                                  MARCH 27, 1996


<PAGE>   16



                                   EXHIBIT 3

                         SCHEDULE AND STATEMENT OF WORK

The following table summarizes the remaining Tasks, Schedule and the Estimated
Costs for the Carnegie Group (CGI) Deliverables for the Phase I Deployment that
are covered under this agreement. Tasks that are already completed and were
previously funded under Development Agreements: 35-001-95 and 35-002-95, are
darkly shaded. The Estimated Costs given below by task are based on Carnegie
Group's best estimates and are subject to change, based on the interdependent
nature of the tasks and the noted assumptions and dependencies in this exhibit.

<TABLE>
<CAPTION>
CGI TASKS                                  Start          Finish         CGI Deliverables            Estimated
                                                                                                          Cost
--------------------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>            <C>                     <C>
FES&R Phase I 1996 Release
--------------------------------------------------------------------------------------------------------------
DESIGN
--------------------------------------------------------------------------------------------------------------
  Architecture Design                      9/1/95         9/15/95        Arch Document
--------------------------------------------------------------------------------------------------------------
  Detailed Design & Prototyping            9/1/95         9/29/95        Design Notes
--------------------------------------------------------------------------------------------------------------
CONSTRUCTION
--------------------------------------------------------------------------------------------------------------
  Programming and Unit Test - V1           10/2/95        10/27/95       V1 Software
--------------------------------------------------------------------------------------------------------------
  Demo to Client V1                        11/10/95       11/10/95       Demonstration
--------------------------------------------------------------------------------------------------------------
  Programming and Unit Test - V2           11/1/95        12/15/95       V2 Software
--------------------------------------------------------------------------------------------------------------
  Demo to Client V2                        12/15/95       12/15/95       Demonstration
--------------------------------------------------------------------------------------------------------------
  Documentation                            11/22/95       1/15/96        SysAdmin Guide
--------------------------------------------------------------------------------------------------------------
  Integration Testing                      11/15/95       1/5/96         Sys Test Release
--------------------------------------------------------------------------------------------------------------
TESTING
--------------------------------------------------------------------------------------------------------------
  System Testing                           12/18/95       2/13/96        Testing Support
--------------------------------------------------------------------------------------------------------------
  User Acceptance Testing                  2/14/96        3/1/96         Testing Support
--------------------------------------------------------------------------------------------------------------
  Software Accepted                        3/1/96         3/1/96         Acceptance
--------------------------------------------------------------------------------------------------------------
DEPLOYMENT
--------------------------------------------------------------------------------------------------------------
  Production Build                         3/1/96         3/14/96        Phase I Release             $[      ]
--------------------------------------------------------------------------------------------------------------
  Install Software                         3/8/96         3/15/96        Installation Sup            $ [     ]
--------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                  MARCH 27, 1996


<PAGE>   17



<TABLE>
<S>                                        <C>           <C>            <C>                     <C>
--------------------------------------------------------------------------------------------------------------
  Train Trainees & SYADs                   3/4/96         3/15/96        Training Support           $[       ]
--------------------------------------------------------------------------------------------------------------
  Begin Phase I Rollout                    3/19/96
--------------------------------------------------------------------------------------------------------------
  Support Phase I Deployment               3/1/96         Until          Problem                    $[       ]
                                                          Phase II       Tracking
                                                          Rollout        & Resolution
                                                          (8/2/96)
--------------------------------------------------------------------------------------------------------------
Project End                                                                                         $[       ]
--------------------------------------------------------------------------------------------------------------
</TABLE>


The following table summarizes the current Work Plan and Schedule for the CGI
deliverables for the Phase II Deployment. Tasks that have already been
initiated under the previously funded Development Agreements: 35-001-95 and
35-002-95, are lightly shaded. The majority of the deliverables covered under
this agreement are included in this table.

<TABLE>
<CAPTION>
CGI TASKS                                  Start          Finish         CGI Deliverables            Estimated
                                                                                                          Cost
--------------------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>            <C>                     <C>
FES&R Phase II 1996 Release
--------------------------------------------------------------------------------------------------------------
DESIGN
--------------------------------------------------------------------------------------------------------------
  Architecture Design Review               1/2/96         3/18/96                                   $[       ]
--------------------------------------------------------------------------------------------------------------
  Detailed Design for Extensions           1/2/96         3/18/96        Design Notes               $[       ]
--------------------------------------------------------------------------------------------------------------
CONSTRUCTION
--------------------------------------------------------------------------------------------------------------
  Programming and Unit Test - V3           3/19/96        4/16/96        V3 Software                $[       ]
--------------------------------------------------------------------------------------------------------------
  Demo to Client V3                        4/17/96        4/17/96        Demonstration              $[       ]
--------------------------------------------------------------------------------------------------------------
  Programming and Unit Test - V4           4/17/96        5/3/96         V4 Software                $[       ]
--------------------------------------------------------------------------------------------------------------
  Documentation                            1/2/96         5/31/96        Sys Admin Doc              $[       ]
--------------------------------------------------------------------------------------------------------------
  Integration Testing                      5/6/96         5/31/96        Sys Test Release           $[       ]
--------------------------------------------------------------------------------------------------------------
  Demo to Client V4                        5/29/96        5/29/96        Demonstration              $[       ]
--------------------------------------------------------------------------------------------------------------
TESTING
--------------------------------------------------------------------------------------------------------------
  System Testing                           5/29/96        6/28/96        Testing Support            $[       ]
--------------------------------------------------------------------------------------------------------------
  User Acceptance Testing                  6/28/96        7/19/96        Testing Support            $[       ]
--------------------------------------------------------------------------------------------------------------
  Software Accepted                        7/19/96        7/19/96        Acceptance
--------------------------------------------------------------------------------------------------------------
DEPLOYMENT
--------------------------------------------------------------------------------------------------------------
  Production Builds                        7/19/96        7/31/96        Phase II                   $[       ]
                                                                         Releases                              
--------------------------------------------------------------------------------------------------------------
  Install Software                         7/31/96        8/2/96         Installation Sup           $[       ]
--------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                  MARCH 27, 1996


<PAGE>   18



<TABLE>
<S>                                        <C>           <C>            <C>                        <C>
--------------------------------------------------------------------------------------------------------------
  Train Trainees & SYADs                   7/31/96        8/2/96         Training Support           $[       ]
--------------------------------------------------------------------------------------------------------------
  Begin Phase II Rollout                   8/2/96
--------------------------------------------------------------------------------------------------------------
  Support Phase II Release                 8/2/96         9/6/96         Problem Tk & Res           $[       ]
--------------------------------------------------------------------------------------------------------------
TRANSFER TECHNOLOGY                        5/29/96        9/6/96         Technology Trans.          $[       ]
--------------------------------------------------------------------------------------------------------------
Project End                                9/6/96                                                   $[       ]
--------------------------------------------------------------------------------------------------------------
</TABLE>

The following assumptions/dependencies were assumed in creating the above Work
Plans/Schedules and changes in the assumptions/dependencies may effect the
schedule, costs and deliverables listed in this agreement. CGI, when providing
their monthly project status reports, will identify issues and jeopardies that
are being caused by any of the following assumption/dependencies being
violated, and jeopardies will indicate that, unless the situation is resolved,
a change order to this agreement will have to be issued because of the
schedule/cost impacts.

                                                                  MARCH 27, 1996


<PAGE>   19



                            ASSUMPTIONS/DEPENDENCIES

The Detailed Design for the CGI Module Extensions for the Phase II Routing
Engine Release can only be completed by March 18, 1996 if U S WEST provides the
client SMEs to detail and agree on the detailed functional requirements by
March 11, 1996.

The Development Environment: Sequent & HP machines, user ids, directory
structure, SCM tools, database structures and DDL, some data population, desks,
terminals, etc., must remain stable and available through out the Phase II
Development process.

Other modules/components not being developed/purchased by CGI must be in place
and configured by May 6, 1996, for the start date for the Integration Testing.
These include, but are not limited to: U S WEST VRU Scripting, the Physical
Integration U S WEST Test Database with the Routing tables populated
integration with all SYAD tool sets, and new voice scripts. It is assumed that
Integration Testing will be done using the Development Environment.

The system can not be released to System Test until it passes the Integration
   Test (with zero critical problems) and it can not be released to Production 
   without first passing System Test and the User Acceptance Testing.

User Acceptance Testing takes place in the System Test Environment. The
   development of the User Acceptance Test Plan and Criteria are the 
   responsibility of U S WEST and the Clients.

The System Test Environment must be established and made available by U S WEST
   by May 29, 1996. Establishment of the Environment is the responsibility of
   the U S WEST System Test Group.

The Production Data, specifically the Routing Tables, must be specified and
   populated by U S WEST by July 31, 1996 for Production Release.

The Production Environment must be established and made available by U S WEST
   by July 31, 1996.

                                                                  MARCH 27, 1996


<PAGE>   20



Test Plans, Environments, Scenarios and Test Data must be identified by
   U S WEST and in place by the start of the Integration (5/6/96), User
   Acceptance (6/28/96), and System Test (5/29/96) Phases. The Test Data and
   Scenarios are the responsibility of the U S WEST Clients but will be
   shared by CGI.  The System Test Plan is the responsibility of the U S WEST
   System Test Group.

The dates for the final production builds for both Phase I & II are dependent
   on the dates that the U S WEST Project Manager sets for the start of each
   phases deployment, which may be sometime after the software has been
   accepted. CGI assumes that this date will be within two weeks after the
   software is accepted.

Additional, specific CGI assumptions include:

   The detailed design and prototyping tasks need to be completed before the
      programming and unit testing tasks can begin.
   Formal technology transfer from CGI to U S WEST will be done in parallel to
      system and user acceptance testing and production support for the Phase II
      Release. This requires that the U S WEST engineers who will take over
      support and maintenance of the technology be brought on-board by May 29,
      1996.

12.  The Customer Access Experience Scripts and associating routing data need
     to be specified for integration with the routing engine modules.

13. The Account Activity Module is dependant upon extracts from Legacy Systems.
    ([        ], [        ], [        ], [        ], [        ], [        ])

                                                                  MARCH 27, 1996


<PAGE>   21



                                   EXHIBIT 4

                                  DELIVERABLES

The deliverables covered under this agreement are classified as Licensee
Specific Technology. It is not intended that any new Generic Research
Technology will be created in the course of this project.

The following are the deliverables covered under this agreement for the Phase I
Deployment:

PHASE I DELIVERABLES

SOFTWARE
     Routing Engine Software - Production Build
     Routing Engine Software - Phase I Emergency Builds (if required)

SERVICES AND SUPPORT
     User Acceptance Testing Support
     Installation Support
     System Administration Training Support
     System Support (Problem Tracking & Resolution - Bug Fixes)

                                                                  MARCH 27, 1996


<PAGE>   22



The following are the deliverables covered under this agreement for the Phase
II Deployment:

PHASE II DELIVERABLES

SOFTWARE
     Routing Engine Software - System Test Release 
     Routing Engine Software - User Acceptance Test Release 
     Routing Engine Software - Production Release 
     Routing Engine Software - Phase II Emergency Builds (if required)

DOCUMENTATION
     Routing Engine Design Document/Notes Extension/Updates
     Input/Review of System Admin Guide for Routing Engine
     Unit/Component Integration Test Plan for Routing Engine
     Input/Review to User Acceptance Test Plan
     Input/Review to System Test Plan

SERVICES AND SUPPORT
     V3 Client Demonstration
     V4 Client Demonstration
     Unit Testing
     Integration Testing
     Integration Testing Support
     System Testing Support
     Installation Support
     User Acceptance Testing Support
     System Administration Training Support
     System Support (Problem Tracking & Resolution - Bug Fixes)
     Technology Transfer to U S WEST
     Operational Support

                                                                  MARCH 27, 1996


<PAGE>   23



CGI will deliver one copy of each Deliverable to the appropriate U S WEST
Project Manager along with a letter to be mutually signed by the parties,
acknowledging delivery, receipt and acceptance of the Deliverable. If U S WEST
does not sign and return the letter or provide a written list of the items that
are not in compliance with the project specifications within ten (10) business
days after delivery, then the Deliverable shall be deemed accepted.

In addition, CGI will provide U S WEST with monthly status reports including
blue angels (tasks completed/delivered), issues (yellow status), and jeopardies
(red status), as well as the hours expended by month and to date on specific
task breakdowns. A monthly meeting between CGI and U S WEST will be held to
review the project status and discuss any proposed changes, including
functionality/scope changes that would necessitate a change order being written
against this agreement.

                                                                  MARCH 27, 1996