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                                                                EXHIBIT 10.02


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


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                     SCHEDULE NUMBER "29-02-98"/(9700050785)

                                     CINQUP
                        (CUSTOMER INQuiry USER PLATFORM)

This Schedule Number "29-02-98", effective February 13, 1998 is issued pursuant
to the General Terms and Conditions of Agreement No. 9700050785 dated June 30,
1997 between U S WEST and Carnegie Group, Inc. ("CGI") including the Special
Provisions Module - Software License and Services dated June 30, 1997
(collectively, the "Agreement") and is made a part thereto.

The CINQUP (Customer INQuiry User Platform) Proposal, Version 1.4, dated
February 13, 1998 from Carnegie Group, Inc. to U S WEST IT (the "CINQUP
Proposal) shall be included in its entirety as part of this Schedule 29-02-98.

This Schedule contains the following sections:

         1.   Project Description

         2.   Schedule, Statement of Work and Deliverables

         3.   Projected Cost

This Schedule specifically overrides the terms and conditions of the Agreement
pursuant to "Exceptions/Definitions to the Agreement" in section 1.3 below. In
the event that such section 1.3 conflicts with the provisions of the Agreement,
the terms of section 1.3 shall control for purposes of this Schedule only.

In consideration of the mutual covenants and agreements contained herein, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

1.       PROJECT DESCRIPTION

1.1      INTRODUCTION

This Schedule covers the services and deliverables to be provided by Carnegie
Group, Inc. for U S WEST in support of CINQUP. The work to be provided by
represents a new effort between the parties.

1.2      OVERVIEW

Reference the Executive Summary and Articles 1, 2 and 3 of the CINQUP Proposal
in their entirety for a complete overview and description of the project.



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1.3      EXCEPTIONS/DEFINITIONS TO THE AGREEMENT

The following exceptions and definitions apply to this Schedule:


o    Work Authorization: It is agreed by the parties that any work provided by
     CGI under the Letter of Intent effective from October 31, 1997 through
     February 28, 1998 at the latest will be included under this Schedule as
     billable and in accordance with the terms and conditions hereunder.

o    Special Rampdown provisions: Notwithstanding subsection 21.2 of the
     Agreement, Customer shall be responsible for continued funding of the
     current CGI project resources at the time of termination for a period of 
     [     ].

o    Acceptance terms: U S WEST shall test the CINQUP software delivered
     hereunder according to the Acceptance Test(s), based on an established
     system test process, to be mutually agreed to by the parties and provided
     hereunder.

o    Services Warranty terms: CGI will warrant the final Purchases for a period
     of [ ] days from final Acceptance in accordance with the terms of section 5
     of the Agreement.

o     Management of project resources:

         o    The CGI project manager assigned to CINQUP has exclusive control
              of and over the CGI resources on the project, including but not
              limited to responsibility for staff assignment, project team
              makeup, and transition of CGI resources either onto or from a
              project. U S WEST may request the CGI project manager to make
              changes relating to the CGI resources. CGI will respond with
              consent or an objection to consent and reasons why consent will be
              withheld; consent will not be unreasonably withheld.

         o    The CGI project manager and the U S WEST project manager have the
              authority to mutually agree on the location, either at a U S WEST
              site or CGI site, where each CGI resource may work during the
              project, including an associated period of time, based on not
              compromising the schedule and deliverables set forth in this
              Schedule.

o      Review of the Schedule

         o    The parties agree that the U S WEST team leader, the U S WEST
              project manager and the CGI project manager will meet within the
              first week after the effective date of this Schedule to review the
              details of this Schedule, including but not limited to the
              Exceptions to the Agreement provided above ("Review")

         o    The Review will occur more than once should a new U S WEST team
              leader, U S WEST project manager or CGI project manager be
              assigned by U S WEST or CGI respectively to CINQUP after the
              initial Review, unless as otherwise mutually agreed by the
              parties.





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1.4      CGI ROLES AND RESPONSIBILITIES

Reference Article 12 in its entirety of the CINQUP Proposal for CGI, U S WEST
and Joint CGI and U S WEST Roles and Responsibilities for the project.

1.5      SCOPE

Reference Article 3 in its entirety of the CINQUP Proposal for the scope of the
project.

1.6      DELIVERABLES

         The following CINQUP deliverables will be provided by Carnegie Group to
U S WEST:

              o   SOFTWARE PROJECT MANAGEMENT PLAN (SPMP): The SPMP provides a
                  project management guide for successful execution of the
                  CINQUP project. It documents such elements as project goals,
                  points of contact, schedule, resources, risks, constraints,
                  and assumptions. The SPMP ensures that all project elements
                  are considered initially and managed to successful completion.

              o   CLIENT AND USER REQUIREMENTS DOCUMENT: This document defines
                  the set of requirements specified by the U S WEST client
                  representatives for functional purposes and Mass Market Center
                  for usability purposes.

              o   ARCHITECTURE DOCUMENT: This document describes the overall
                  system architecture, which describes modular composition,
                  high-level interfaces, hardware platform, and software
                  platform.

              o   DESIGN DOCUMENT: This document contains a detailed description
                  of each CINQUP application and related interfaces.

              o   USER GUIDE: This document contains detailed instructions of
                  actions required by users to effectively utilize all system
                  functions.

              o   SOURCE CODE: Multiple releases of the CINQUP source code will
                  be provided to U S WEST. Releases include the initial
                  development release, integration-tested software,
                  system-tested software, and final production software.

              o   STATUS REPORTS: Status reports will be developed by Carnegie
                  Group which describes project status, progress, issues, and
                  plans.

              o   ADMINISTRATORS GUIDE: providing instructions for System
                  Administrators describing the installation, set-up, and
                  maintenance of the system.


1.7      SUMMARY

This Schedule covers efforts to be performed from October 31, 1997 through
December 31, 1998.



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2.  SCHEDULE, STATEMENT OF WORK AND DELIVERABLES

2.1      TASKS AND SCHEDULE

Reference Section 4 through 9 in their entirety of the CINQUP Proposal for the
Technical Approach, Statement of Work and Schedule to address this section of
this Schedule No.29-02-98

2.2      ASSUMPTIONS

The project description, schedules, and deliverables were developed based on the
assumptions provided in Sections 11 of the CINQUP Proposal. If these assumptions
are not valid, changes to the schedule, deliverables, and cost of the CINQUP
project may be required.

1.   [


                                                     ]
2.   The schedule is based on a project start date of 10/31/97. Delays in this
     start date will impact the project completion date.
3.   The work estimates are based on Carnegie Group Methodology and past
     experience. Carnegie Group will continuously monitor the project status and
     notify U S WEST of any issues or risk situations which may impact the
     delivery date.
4.   Carnegie Group has timely access to required U S WEST personnel (e.g.
     subject matter experts).
5.   U S WEST provides a project sponsor to act as the liaison between the U S
     WEST and Carnegie Group. This does not require that U S WEST handle all
     Mass Market Center interactions but that appropriate personnel be provided
     to support these activities.
6.   All development will be done on Carnegie Group premises and facilities.
     Intermediate and final software products will be moved to U S WEST
     facilities as required.
7.   Any delays outlined in the Dependencies may impact the delivery dates. 
8.   Change requests to the requirements outlined in this proposal must be
     defined by U S WEST for analysis by Carnegie Group to provide estimates,
     costs, and impact on current deliverables. Signed approval by both parties
     is required prior to implementation of any change request.
9.   The primary point of contact will be Mark Marti who will designate a
     back-up contact when unavailable.




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2.3      DELIVERABLES

See Section 9 of this Schedule for a description of the CINQUP deliverables.

A copy of the deliverables will be provided to the appropriate U S WEST
recipients. The master copy will contain a letter to be mutually signed by the
parties acknowledging delivery, receipt and acceptance of the deliverables.
Should CGI not receive the signed letter or a written list of items which are
not in compliance with the project specifications within ten (10) business days
after delivery, then the Deliverables shall be deemed accepted.


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3.   PROJECTED COST

The total cost of the work net of discounts shall not exceed $[      ] based on
estimated time and material expenses. Should travel be required, U S WEST agrees
to pay CGI travel expenses for all pre-approved trips. This Schedule does not
represent a follow-on effort or a change order effort.

Estimated costs with applicable discounts for the project are provided below:


        ITEMIZATION OF COSTS                                   AMOUNT

CONTRACT ENGINEERING COSTS (TIME AND                   $[                   ]
MATERIALS)

LESS MINIMUM DISCOUNT AND ANY PROJECT                 ($[                   ])
VOLUME DISCOUNT
                                                      ($[                   ])

TOTAL CONTRACT ENGINEERING                             $[                   ]

CGI/THIRD PARTY LICENSE FEES

TRAVEL EXPENSES AND OTHER PASS-THROUGH
EXPENSES

TOTAL SCHEDULE ESTIMATED PRICE                         $[                   ]


Estimated hours:

            CATEGORY                                      ESTIMATED HOURS

Manager(s)                                                 [          ]

Business Consultant(s)

Engineer(s)                                                [           ]

Technical Writer(s)                                        [           ]

TOTAL HOURS                                                [           ]



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IN WITNESS WHEREOF, U S WEST and CGI agree and execute this Schedule in
duplicate by their respective authorized representatives.


CARNEGIE GROUP, INC.                                  U S WEST

BY:  /s/ DENNIS YABLONSKY                             BY:  /s/ DAVE LAUBE
     --------------------                                  --------------
NAME:  Dennis Yablonsky                               NAME:  Dave Laube
     --------------------                                  --------------
         (printed)                                           (printed)

TITLE:   President/CEO                                TITLE:  VP-CIO
     --------------------                                  --------------
DATE:       3-17-98                                   DATE:   3/13/98
     --------------------                                  --------------


                                                      U S WEST BRI

                                                      BY:  /s/ SHERYL SWAYZE
                                                           -----------------
                                                      NAME:  Sheryl Swayze
                                                           -----------------
                                                               (printed)

                                                      TITLE:  Commodity Manager
                                                            -------------------
                                                      DATE:      3/10/98
                                                            -------------------







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