<PAGE>   1

                                                                  EXHIBIT 10.1


Confidential treatment with respect to certain information in this Exhibit has
been requested of the 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 the material filed in accordance with Rule 24b-2 and have
been filed separately with the Commission.


<PAGE>   2
                                                                   Exhibit 10.1



                      DEVELOPMENT AGREEMENT NO. 35-003-96
                                 CALL HANDLING

         This Development Agreement is entered into on the 1ST day of JULY,
1996 by and between U S WEST Business Resources, Inc. as agent for 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.

                                   1

<PAGE>   3


     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 US 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 Deliverable Performance Specifications set forth in

                                   2
<PAGE>   4


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
DECEMBER 31, 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.

                                       3
<PAGE>   5


         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.

                                       4
<PAGE>   6


                            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/ Dennis Yablonsky                    By: /s/ Dennis R. Dempsey
   ---------------------                        ---------------------

Title: President/CEO                        Title: VP/IAP
       -----------------                        ----------------------

Date: 9/5/96                                 Date: 9/3/96
     -------------------                        ----------------------


                                            U S WEST Business Resources, Inc.
                                            Acting as Agent for:   LICENSEE

                                            By:
                                               ------------------------------

                                            Title:
                                                  ---------------------------

                                            Date:
                                                 ----------------------------


                                       5
<PAGE>   7


                                   EXHIBIT 1

                              PROJECT DESCRIPTION

                                  INTRODUCTION

This agreement covers efforts to be performed by CGI from July 1, 1996 through
December 31, 1996 for U S WEST in support of the Call Handling / Front End
Screen & Route (FES&R) project. The overall Call Handling project is being
undertaken by U S WEST to deliver several system deployments: Phase I in
February 1996 (which has been delivered), the Summer Maintenance Release in
July 1996, the Load Balance Release in October 1996, and the Voice Over Data
(Screen Pop) Pilot in 1996. The deliverables covered by this agreement are in
support of the Summer Maintenance Release, the Load Balance Release and the
Voice Over Data Pilot, however because of the time period covered, most of the
deliverables are in support of the Load Balance and Voice Over Data Releases.

                         CGI ROLES AND RESPONSIBILITIES

Based on the defined scope and deliverables, and the architecture design and
detailed design work that has been accomplished through June of 1996 by CGI and
U S WEST (reference U S WEST/CGI Development Agreements 35-002-95, 35-002-96,
35-001-96 and Change Order 35-001-96-A), the following roles and
responsibilities can be defined for the Call Handling / FES&R project:

           o  CGI will be responsible for Project Management and the functional
              specification, detail design, development, test (unit test and
              component integration test), documentation, and delivery of the
              following:

                  LOAD BALANCE

                  o   LOAD BALANCE I: The Load Balance I release will provide
                      equitable routing for queued and non-queued Call Handing
                      situations for resource groups. It will balance the
                      queues to equal and different teams and performing ratio
                      routing.  It also provides for a direct data feed from
                      the 5ESS to capture additional parameters required for
                      equitable resource routing. For a subset of the toolset
                      screens, a sharper GUI that is more efficient with a
                      quick and easy update capability will also be provided.
                      The GUI will also provide field level validation,
                      consistency checking, and rule validation.

                  o   LOAD BALANCE II: The Load Balance II release will provide
                      for a direct data feed from the DMS 100 to capture
                      additional


                                       6
<PAGE>   8


                      parameters required for equitable resource
                      routing. Provide possible enhancements to Load Balance I
                      release.

                  VOICE OVER DATA

                  o   Voice Over Data is a client project to pilot multiple new
                      features for the Call Handling system. CGI is responsible
                      for the functional specification and project plan for
                      Voice Over Data pilot.

                      o     CGI will be responsible for the Functional
                            Specification and Project Plan for the Voice Over
                            Data Prototype

                      o     CGI will be responsible for contacting Lucent and 
                            Northern Telecom to obtain the required information

                  o   The purpose of Voice Over Data Pilot is to:

                      o    Demonstrate the viability of adding Voice Over Data
                           to the Call Handling application for existing
                           infrastructure of Automatic Call Distributors. i.e.,
                           Group Based Routing (GBR)

                      o    Demonstrate the feasibility of adding Individual
                           Skills Based Routing (ISBR) with Voice Over Data
                           Prototype to the Call Handling application.

                      o    Simulate dynamic load balancing using the ISBR
                           capability for various call load conditions and
                           Channel Functional Need distributions to a
                           geographically distributed multi-functional resource
                           base.

                      o    Demonstrate the capability to add Single Point Of
                           Contact (SPOC) routing. With SPOC an individual is
                           designated at the preferred contact for a customer.
                           Calls from the customer will be routed to the
                           specified individual.

                      o    Demonstrate the viability of user work location
                           portability. User work location portability allows a
                           user to work from any location with an IWS
                           workstation served off ISDN and a business line
                           telephone.

                      o    Estimate at [   ] accuracy level, the cost for
                           deployment of these capabilities by per [        ]
                           costs with [         ] considerations and for full
                           deployment across the [          ]. It is not
                           anticipated that the ISBR will be utilized beyond
                           the [   ] individuals level for any given channel or
                           function.

                  ROUTING ENGINE

                  o   Specific Routing Engine modules that CGI is responsible
                      for include:

                                       7

<PAGE>   9

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

                       o   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
                           [                ], [               ], [
                                    ] and [         ] requests.

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

                       o    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 [            ] [      ] 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.

                       o   * 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.

                       o   * [        ] CONDITIONS LOADER (PC): [        ]
                           conditions 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 [        ] condition for a customer
                           exists.

                           "*" THESE ROLES AND RESPONSIBILITIES WILL BE
                           ADDRESSED IF TIME PERMITS IN ACCORDANCE WITH THE
                           PROJECT SCHEDULE AND IF ALL REQUIRED RESOURCES ARE
                           AVAILABLE. ALTHOUGH IT IS ASSUMED THE LOAD BALANCE
                           AND VOICE OVER DATA DELIVERABLES ARE THE PRIMARY
                           RESPONSIBILITY, IF TIME AND RESOURCES ARE AVAILABLE
                           DURING THE CONTRACT PERIOD, THESE AREAS WILL BE
                           PRIORITIZED BY U S WEST AND CGI EFFORTS WILL BE
                           DIRECTED TOWARD THEM.


                                       8

<PAGE>   10


            o     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:

                  o  * 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.

                  o   * [                      ] ([ ]) 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 result to [   ].

                  o   * 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.

                  o   * 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 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 [ ].

                  o   * 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.

                      "*" THESE ROLES AND RESPONSIBILITIES WILL BE ADDRESSED IF
                      TIME PERMITS IN ACCORDANCE WITH THE PROJECT SCHEDULE AND
                      IF ALL REQUIRED RESOURCES ARE AVAILABLE. ALTHOUGH IT IS
                      ASSUMED THE LOAD BALANCE AND VOICE OVER DATA DELIVERABLES
                      ARE THE


                                       9

<PAGE>   11


                      PRIMARY RESPONSIBILITY, IF TIME AND RESOURCES ARE
                      AVAILABLE DURING THE CONTRACT PERIOD, THESE AREAS WILL BE
                      PRIORITIZED BY U S WEST AND CGI EFFORTS WILL BE DIRECTED
                      TOWARD THEM.

           o   CGI will be responsible for transferring the technology for the
               Routing Engine and the Verification/Validation Utilities over to
               US WEST.

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

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

           o   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)

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

              o     AT&T ACD/MIS Feed

              o     VRU Hardware Upgrades

              o     Data Models - Logical and Physical

              o     Data Extract Programs for:

                        o    [            ]

                        o    [       ]

                        o    Promotions

                        o    [  ]

                        o    Repair

              o     Data Batch Load Programs/Conversion Programs for:

                        o    [       ]

                        o    Promotions

                        o    [  ]

                        o    Repair
              o     Setup and population of the databases including:

                        o    the system test database

--------
(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.

                                       10
<PAGE>   12

                        o    the production test database

                        o    the production database

           o   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.

           o   U S WEST will assume overall project management responsibility.

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

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

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

           o   U S WEST will be responsible for defining the Call Flow
               Definitions and the Current/New Process Definitions. 
 
           o   U S WEST will be responsible for porting the existing VRU 
               Applications to the new platforms.

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

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

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

           o   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.

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

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

           o   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.

           o   U S WEST will be responsible for establishing the development,
               test, and demonstration environment(s), including a VRU, a Lucent
               ACD, a Northern Telecom ACD, a FES&R Server, a Voice Over Data
               Prototype Server, an IWS Server, and several CCE terminals and
               phone sets.

           o   U S WEST will facilitate Carnegie Group's access to technical
               experts from Lucent and Northern Telecom.


                                       11
<PAGE>   13

           o   U S WEST will facilitate Carnegie Group's access to the internal
               IWS group, for integration of the Voice Over Data Pilot with the
               IWS Server or reasonable facsimile.

           o   U S WEST will provide realistic test data and test cases for
               demonstrating the Voice Over Data Pilot.

           o   U S WEST will arrange and coordinate the necessary demonstration
               sessions within U S WEST.

           o   U S WEST will facilitate CGI Access to legacy system experts.

                    JOINT CGI AND U S WEST ROLES AND RESPONSIBILITIES

           o   U S WEST will provide engineering resources per the project
               plan.  CGI will manage the assigned resources.

           o   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.

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

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

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

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

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

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

           o   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.

           o   CGI will share the responsibility for developing the prototype
               test and demonstration plan.

           o   CGI will share the responsibility for detailed design, code, test
               and demonstration of Voice Over Data Pilot.

           o   CGI will share the responsibility for the design, development,
               testing, integration, documentation and deployment of
               additional modules, including but not limited to:

                   o    AT&T VRU Interface


                                       12
<PAGE>   14

                   o    AT&T ACD Upgrades-TN to ACD Set

                   o    VRU Scripting

           o   CGI will share the responsibility of setup and population of the
               databases including:

                   o    the development database

                   o    the unit test database

                   o    the integration test database

           o   CGI will share the responsibility for maintenance and support of
               the Routing Engine and the Verification / Validation Utilities.


                                       13

<PAGE>   15



                                   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, US 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.

<TABLE>
<S>                                               <C>
Total Time and Materials Costs                     $[          ]
      Less []% Alliance Discount                   -[          ]
      Less []% Volume Discount                     -[          ]
      Less []% Computer Facilities Discount        -[          ]
      Total Contract Engineering                   $[          ]
</TABLE>

                                       14

<PAGE>   16


Additionally, we are providing the estimated hours by category:

<TABLE>
<CAPTION>
CATEGORY                               EST. 96 HOURS
<S>                                             <C>
Director                                        [  ]
Manager                                         [  ]
Sr. Engineer 2                                  [  ]
Sr. Engineer 1                                  [  ]
Engineer                                        [  ]
Associate Engineer                              [  ]
-----------------------------------------------------
CGI Total Hours                                 [  ]
</TABLE>


                                       15
<PAGE>   17


                                   EXHIBIT 3

                         SCHEDULE AND STATEMENT OF WORK

The following table summarizes the CGI Tasks, Schedule and Deliverables that
are covered under this agreement.

<TABLE>
<CAPTION>

-------------------------------------------------- ------------- ---------------- -----------------------------------
CGI TASKS:                                         Start         Finish           CGI Deliverables
-------------------------------------------------- ------------- ---------------- -----------------------------------
SUMMER MAINT. RELEASE
-------------------------------------------------- ------------- ---------------- -----------------------------------
<S>                                               <C>           <C>              <C>
 User Acceptance Testing and Deployment Support    07/1/96       07/12/96         Support includes Production
                                                   Est. Cost                      Builds, Install Software,
                                                   $[   ]                         Training, Load Balance Rollout
                                                                                  and support for Load Balance
                                                                                  Deployment.
-------------------------------------------------- ------------- ---------------- -----------------------------------
LOAD BALANCE
-------------------------------------------------- ------------- ---------------- -----------------------------------
 Design/prototype                                  7/01/96       7/26/96          Design activities will include
                                                   Est. Cost                      prototyping to minimize risks,
                                                   $[     ]                       validate design concepts, test
                                                                                  performance
-------------------------------------------------- ------------- ---------------- -----------------------------------
  Construction                                     7/29/96       9/6/96           Software development
                                                   Est. Cost
                                                   $[     ]
-------------------------------------------------- ------------- ---------------- -----------------------------------
  Integration Testing                              9/9/96        9/27/96          Testing Support
                                                   Est. Cost
                                                   $[    ]
-------------------------------------------------- ------------- ---------------- -----------------------------------
  System Testing                                   9/30/96       10/25/96         Testing Support
                                                   Est. Cost
                                                   $[     ]
-------------------------------------------------- ------------- ---------------- -----------------------------------
 User Acceptance Testing and Deployment Support    10/28/96      12/31/96         Support includes Production
                                                                                  Builds, Install Software,
                                                   Est. Cost                      Training, Load Balance Rollout
                                                   $[     ]                       and support for Load Balance
                                                                                  Deployment.
-------------------------------------------------- ------------- ---------------- -----------------------------------
Production Maintenance and On-going Support        7/1/96        12/31/96         Maintenance & Support includes:
                                                   Est. Cost                      Bug Tracking and Resolution,
                                                   $[    ]                        Emergency Builds,
                                                                                  Installation Support
-------------------------------------------------- ------------- ---------------- -----------------------------------
</TABLE>


                                       16

<PAGE>   18



<TABLE>
<CAPTION>

-------------------------------------------------- ------------- ---------------- -----------------------------------
CGI TASKS:                                         Start         Finish           CGI Deliverables
-------------------------------------------------- ------------- ---------------- -----------------------------------
VOICE OVER DATA
-------------------------------------------------- ------------- ---------------- -----------------------------------
<S>                                               <C>           <C>              <C>

   Develop Functional Specification                7/1/96        7/19/96          Functional Specification
                                                   Est. Cost
                                                   $[    ]
-------------------------------------------------- ------------- ---------------- -----------------------------------
   Develop Project Plan                            7/22/96       7/26/96          Project Plan
                                                   Est. Cost
                                                   $[   ]
-------------------------------------------------- ------------- ---------------- -----------------------------------
   Project Management/Software Engineering         7/1/96        12/31/96         Voice Over Data project
                                                   Est. Cost                      management and dedicated software
                                                   $[     ]                       engineering support
-------------------------------------------------- ------------- ---------------- -----------------------------------
Project End
-------------------------------------------------- ------------- ---------------- -----------------------------------
</TABLE>


                                       17

<PAGE>   19



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.

                    ASSUMPTIONS/DEPENDENCIES - LOAD BALANCE

1.   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
     development process.

2.   Other modules/components not being developed/purchased by CGI must be in
     place and configured by September 9, 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.

3.   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.

4.   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.

5.   The System Test Environment must be established and made available by U S
     WEST by September 27, 1996. Establishment of the Environment is the
     responsibility of the U S WEST System Test Group.


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6.   Test Plans, Environments, Scenarios and Test Data must be identified by
     U S WEST and in place by the start of the Integration (9/9/96), User
     Acceptance (10/28/96), and System Test (9/30/96) 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.

7.   The dates for the final production builds for Load Balance is 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.

8.   Additional, specific CGI assumptions include:

     a)   The detailed design and prototyping tasks need to be completed before
          the programming and unit testing tasks can begin.

     b)   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 Releases.

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

10.  *   The Account Activity Module is dependent upon extracts from Legacy
         Systems.  [               ]

         "*" THESE ROLES AND RESPONSIBILITIES WILL BE ADDRESSED IF TIME
         PERMITS IN ACCORDANCE WITH THE PROJECT SCHEDULE AND IF ALL REQUIRED
         RESOURCES ARE AVAILABLE. ALTHOUGH IT IS ASSUMED THE LOAD BALANCE AND
         VOICE OVER DATA DELIVERABLES ARE THE PRIMARY RESPONSIBILITY, IF TIME
         AND RESOURCES ARE AVAILABLE DURING THE CONTRACT PERIOD, THESE AREAS
         WILL BE PRIORITIZED BY U S WEST AND CGI EFFORTS WILL BE DIRECTED
         TOWARD THEM.

                   ASSUMPTIONS/DEPENDENCIES - VOICE OVER DATA

1.   The existing prototype runs under the assumption that only one window is
     required that gets refreshed when the CCE goes into the ready state on
     their phone set and receives a new call. Upon receiving a new call, the
     window refreshes and displays the customer contact information. For the
     purposes of the Voice Over Data pilot, these same assumptions will remain
     the same.

2.   Lucent (AT&T) must provide technical expertise on how the LINK II & III
     log stream can be passed to the Sun Sparc 1000 and what it contains.


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3.   Northern Telecom must provide technical expertise on how the Compucall
     log stream can be passed to the Sun Sparc 1000 and what it contains.

4.   U S WEST must provide the development, test, and demonstration environment
     to build the Voice Over Data pilot. CGI assumes that only one environment
     will be needed.

5.   U S WEST must provide the existing prototype software, so that it can be
     ported (if necessary) and extended to demonstrate more complete
     functionality.



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                                   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:

LOAD BALANCE

         SOFTWARE

         o     Routing Engine & SYAD Toolset Software - System Test Build

         o     Routing Engine & SYAD Toolset Software - User Acceptance Build

         o     Routing Engine & SYAD Toolset Software - Production Build

         o     Routing Engine & SYAD Toolset Software - Emergency Builds (if
               required)

         SERVICES AND SUPPORT
         o     Client Demonstration

         o     Unit Testing

         o     Integration Testing

         o     Integration Testing Support

         o     System Testing Support

         o     User Acceptance Testing Support

         o     Installation Support

         o     System Administration Training Support

         o     System Support (Problem Tracking & Resolution - Bug Fixes)

         o     Technology Transfer to U S WEST

         o     Operational Support

         DOCUMENTATION

         o     Functional Specification

         o     Input/Review of System Admin Guide for Routing Engine

         o     Unit/Component Integration Test Plan for Routing Engine

         o     Input/Review to User Acceptance Test Plan

         o     Input/Review to System Test Plan

VOICE OVER DATA

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         SERVICES AND SUPPORT

         o     Project Management/Software Engineering

         DOCUMENTATION

         o     Functional Specification
         o     Project Plan

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 status reports including 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.

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