<PAGE>   1


                                                                   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.


<PAGE>   2

                      DEVELOPMENT AGREEMENT NO. 37-001-97

                         FETCH & STUFF PHASE 2 -- 1997
                         -----------------------------

         This Development Agreement is entered into on the 24TH day of JANUARY,
1997 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, and extended through mutual consent through
March 15, 1997.

         1.2 Licensee 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.


37-001-97                              1                        JANUARY 24, 1997


<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 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 Deliverable Performance Specifications set
forth in Exhibit 1 of this Development



37-001-97                              2                        JANUARY 24, 1997


<PAGE>   4

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,
1997. 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.

         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



37-001-97                              3                        JANUARY 24, 1997


<PAGE>   5

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.



37-001-97                              4                        JANUARY 24, 1997


<PAGE>   6

                        ARTICLE 12 - DISPUTE RESOLUTION
                        -------------------------------

         12.1 Any claim, controversy or dispute which arises between the
parties, their agents, employees, officers, directors or affiliates ("Dispute")
which the parties are unable to settle through consultation and negotiation may
be mediated under the Commercial Mediation Rules of the American Arbitration
Association ("AAA") by a mutually acceptable mediator. Any Dispute which cannot
be resolved through negotiation or mediation shall be resolved by binding
arbitration as provided in this Article. The arbitrability of claims shall be
determined under the Federal Arbitration Act, 9 USC Secs. 1-15. Notwithstanding
the foregoing, the parties may cancel or terminate this Agreement in accordance
with its terms and conditions without being required to follow the procedures
set forth in this Article.

         12.2 A single arbitrator engaged in the practice of law, who is
knowledgeable about the subject matter of this Agreement and the matter in
Dispute, shall conduct the arbitration under the rules of the AAA then in
effect, except as otherwise provided herein. The arbitrator shall be selected
in accordance with AAA procedures from a list of qualified people maintained by
the AAA. The arbitration shall be conducted in Denver, Colorado, and all
expedited procedures prescribed by the AAA rules shall apply. The laws of
Colorado shall govern the construction and interpretation of this Agreement.
The arbitrator's decision and award shall be final, conclusive and binding, and
judgement may be entered upon it in accordance with applicable law in any court
having jurisdiction thereof.

         12.3 Either party may request from the arbitrator injunctive relief to
maintain the status quo until such time as the arbitration award is rendered or
the Dispute is otherwise resolved. The arbitrator shall not have authority to
award punitive damages. Each party shall bear its own costs and attorneys'
fees, and the parties shall share equally the fees and expenses of the mediator
and arbitrator.

         12.4 If any party files a judicial or administrative action asserting
claims subject to arbitration, as prescribed herein, and another party
successfully stays such action and/or compels arbitration of said claims, the
party filing said action shall pay the other party's costs and expenses
incurred in seeking such stay and/or compelling arbitration, including
reasonable attorneys' fees.

         12.5 CGI agrees that in the event of any Dispute between the parties,
it will continue to provide Purchases without interruption.

         12.6 CGI shall include in all contracts with its subcontractors
provisions similar to those in this Article, requiring that all disputes in any
way involving Licensee shall be settled by binding arbitration.


37-001-97                              5                        JANUARY 24, 1997


<PAGE>   7

                            ARTICLE 13 - 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/IAD
        ---------------------                      --------------------------

Date:   1/31/97                            Date:   1/31/97
        ---------------------                      --------------------------


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

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

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

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


37-001-97                              6                        JANUARY 24, 1997


<PAGE>   8
                        EXHIBIT 1 - PROJECT DESCRIPTION
                        -------------------------------
OVERVIEW

This Development Agreement outlines the proposed scope of consulting services
to be performed by Carnegie Group, Inc.(CGI) for U S WEST's Fetch & Stuff
Engine within the overall framework of the Developing Advanced Routine Tools
(DART) strategy. During Phase 1 of the Fetch & Stuff project, CGI provided U S
WEST with a proof of concept "Fetch & Stuff" Engine and associated short term
deliverables that support U S WEST's overall development efforts for the DART
project. This Development Agreement outlines the Fetch & Stuff Phase 2 project
that will provide enhancements and modifications to the proof of concept Fetch
& Stuff Engine and associated client software. The Fetch & Stuff Phase 2
project transitions the Fetch & Stuff Engine into a production level system.

From a conceptual level, CGI proposes to provide 3 releases of software during
the 1997 Fetch & Stuff Phase 2 project. These will occur in 1997 and are
identified as Group A, B and C Project Work Items. These translate as shown
below:

<TABLE>
<CAPTION>
------------- -------------------------------------------------------------------------------------------
    GROUP     PROJECT WORK ITEM DESCRIPTION
<S>          <C>
------------- -------------------------------------------------------------------------------------------
      A        Additional Messages (SONAR Transactions)

------------- -------------------------------------------------------------------------------------------
      A        Additional Legacy Systems (SONAR Transaction API)

------------- -------------------------------------------------------------------------------------------
      A        Inventory Control Services (Usage and Defect counts)

------------- -------------------------------------------------------------------------------------------
      A        Product Deployment (Alarming, Product Support and Mtce., etc.)

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

------------- -------------------------------------------------------------------------------------------
      B        Failover Enhancements (Hardware & Software)

------------- -------------------------------------------------------------------------------------------
      B        Dynamic routing (API priorities, Oracle rule-driven)

------------- -------------------------------------------------------------------------------------------
      B       Increase robustness of F/S server (Performance, Scaleability, # of
              > users, etc.)

------------- -------------------------------------------------------------------------------------------
      B        Load Balancing

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

------------- -------------------------------------------------------------------------------------------
      C        New Routing Destinations (Interface/interact with Call Handling)

------------- -------------------------------------------------------------------------------------------
      C        Routing Administration Environment

------------- -------------------------------------------------------------------------------------------
      C        One Stop Shopping

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

------------- -------------------------------------------------------------------------------------------
     ABC      Documentation (SYAD guide, deployment guide, req doc, design doc updates)

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


37-001-97                              7                        JANUARY 24, 1997


<PAGE>   9



High-level timeframes associated with the Project Work Item groupings shown
above are envisioned as follows:

     * GROUP A - February, March, April - 1997
     * GROUP B - April, May, June, July - 1997
     * GROUP C - July through December - 1997

As Fetch & Stuff is deployed in a staged rollout to production in 1997, CGI
realizes that there may be unanticipated "engine" architecture or strategy
changes necessary to accommodate the needs of the U S WEST client user base. 
As such, we are flexible to re-evaluate the Project Work Items scoped for
completion during the July-December timeframe as necessary. We envision any
significant scope substitutions to be mutually agreed to by U S WEST and CGI,
and, if changes to the resource mix or the overall work hours estimate occurs,
the two companies will mutually execute a Change Order to formally amend this
Development Agreement. As each group of Project Work Items is completed, CGI
and U S WEST will reassess the remaining planned work list for each subsequent
project stage before starting work on the next release group of Project Work
Items.

The CGI deliverables provided under this 3-release 1997 project will provide 
U S WEST with a manageable long term production solution that puts an
architecture and framework in place to support current and future Service
Delivery functions. We believe that this incremental, "staged" approach to the
overall project allows U S WEST to continue to partner with CGI and leverage
business and technical resources to meet the organizational needs of the
project. It also positions both companies to be mutually successful in this
1997 effort.

CGI ROLES AND RESPONSIBILITIES

The following activities are to be performed by CGI:

*   Develop an overall project schedule for this effort based on joint CGI/U S
    WEST input.

*   Create monthly status reports documenting project progress.

*   Update (as needed) the inventory and interface protocol documents of
    existing interfaces to selected legacy systems ([       ], [      ], [    ],
    [    ] Transactions, etc.). The following information is provided for each
    interface:

    ->  Purpose of the interface

    ->  Ownership organization

    -> Project (business/technical purpose) for which the interface was
       developed

    ->  Interface approach (e.g. TN3270 or API)

    ->  Current status (development, production, etc.)

*   Update the following technical documentation for the enhanced Fetch & Stuff
    production system:

    ->  High level Requirements Specification

    ->  High level Design Specification

    ->  Integration Test Plan


37-001-97                              8                        JANUARY 24, 1997


<PAGE>   10

    ->  Interface Message Specification Document

    ->  Architecture Document

*   Design/develop/implement the planned enhancements or modifications to major
    components of the Fetch & Stuff Engine system. These are detailed in the
    Scope and Deliverables section below.

*   Conduct unit and integration testing for the enhanced Fetch & Stuff Engine.

*   Provide knowledge transfer to U S WEST for maintenance, training, and
    ongoing support.

*   Support system and acceptance testing.

*   Provide software support and technical assistance to fix Problem Reports
    identified in the software releases during 1997.

U S WEST ROLES AND RESPONSIBILITIES

    The following activities are to be performed by U S WEST:

*   Provide subject matter expertise on legacy systems as needed by the project
    schedules.

*   Acquire and install all development hardware and software required by the
    end of Week 2 of each collection of Project Work Items as grouped into
    category A, B or C in the preceding table.

*   Provide communication network access from the development server to each
    legacy system that U S WEST directs CGI to implement in the Fetch & Stuff
    Engine during 1997.

*   Provide system administration and database administration for software and
    hardware platforms.

*   Specify documentation standards, formats, and templates that CGI is required
    to follow in all project deliverables by the end of week 2 of each Project
    Work Item category grouping.

*   Provide project management and appropriate sponsorship support to aid CGI in
    gaining access to internal IT groups who provide either legacy system
    expertise and/or software.

*   Manage scope and expectations with end user clients.

*   System test and acceptance test the DART system environment with the Fetch &
    Stuff Engine incorporated.

*   Conduct user training for the DART system environment with the Fetch & Stuff
    Engine included.

JOINT CGI AND U S WEST ROLES AND RESPONSIBILITIES

CGI and U S WEST are jointly responsible for the following activities:

*   Identification and acceptance decision on which legacy system interfaces are
    in a production-ready state and are to be included in the enhanced Fetch &
    Stuff Engine by the end of week 2, for each Project Work Item group.

*   Develop high-level system administration notes for the enhanced production
    Fetch & Stuff Engine.

*   Hold weekly status meeting where time, progress, plans, and issues are
    presented and action items are assigned for resolution.



37-001-97                              9                        JANUARY 24, 1997


<PAGE>   11

*   Follow change management procedures. (It is anticipated that U S WEST has
    already defined change management procedures. Otherwise, CGI's standard
    change management procedures can be incorporated into this project.)

*   Define the success criteria for the project.

*   Develop documentation and present information at Architecture and
    operational readiness reviews.

*   Monthly project review.

GENERAL PROJECT SCOPE AND DELIVERABLES

The following comprise the general scope and deliverables envisioned by CGI for
all releases of this project:

*   High level System Requirements Specification. This documents the joint
    success criteria for the project and the individual requirements that the
    Fetch & Stuff Engine must provide.

*   High level System Design Specification. This documents the development
    hardware and software platforms and system design elements. This will be
    delivered at the end of the development interval so that it includes the
    final version of the software design.

*   Interface Specification Document. This describes the various APIs supported
    by the Fetch & Stuff Engine module.

*   Provide enhanced NT OLE Server API to the front end interface to Fetch &
    Stuff Engine facility.

*   Monthly status report documenting the CGI team progress during that month.

*   The enhanced Fetch & Stuff Engine software (developed in C++ on the UNIX
    OS). This includes the legacy system interfaces.

*   The delivered Fetch & Stuff Engine software which has been unit tested and
    integrated with a test client program.

A detailed description and outline of the specific deliverables for this
project can be found in Exhibit 4 of this Development Agreement.

The deliverables embodied in this Development Agreement will contain portions
of CGI-proprietary technology known as COE, which are being provided to U S
WEST as CGI Background Technology, for purposes of this Development Agreement.

SUMMARY

The consulting business and technical services outlined in this document
provide U S WEST with a cost-effective framework for rapid success while
incorporating a robust and scaleable production environment over 1997. As
envisioned by CGI, the Fetch & Stuff



37-001-97                              10                       JANUARY 24, 1997


<PAGE>   12



Engine (to be enhanced and modified under this Development Agreement) and
associated environment is as shown in Figure 1 on the following page.

[                                                                   ]







                      Figure 1 - Fetch & Stuff Environment

This Development Agreement specifically covers the continuing Legacy Systems
Interface Code Inventory and Fetch & Stuff Engine enhancements and
modifications efforts to be performed by CGI from February 1, 1997 through
December 31, 1997.

CGI EXPERIENCE

CGI offers U S WEST a proven approach that allows for procurement and
acquisition of business/technical resources at the pace the business/project
needs, and a proven record of success in Legacy Systems Interface Project Work.
CGI has a long-standing track record of success with U S WEST that includes
successful project experience with the following:

Call Handling

*   Fetch & Stuff Phase 1 (Proof of Concept)

*   Interface to 5ESS, 1AESS, DMS100 switches on the Soft Dial Tone ASAP project

*   Interface to SDT via ASAP project

*   Teaming with U S WEST Soft Dial Tone team and INI to build SOAC interface

*   Interface to [     ] pricing and availability tables on CASH project

*   Interface to [      ] for C-LINK Sales Assistant

*   CSSP evaluation of interfaces built using CONNAPI for Screen Scraping to



37-001-97                              11                       JANUARY 24, 1997


<PAGE>   13

    [       ], [       ], and [         ] for repair information
    Interface to [          ], [           ], [              ] and Work
    Manager via ARMAR

CGI has the seasoned, available talent to partner with U S WEST for this
project. We can continue to provide business and technical resources very
quickly to be flexible and responsive to U S WEST's needs. Finally, CGI brings
a track record of performance and success in the initial proof of concept
activities to continue the momentum for the 1997 production rollout of the
Fetch & Stuff project.


37-001-97                              12                       JANUARY 24, 1997


<PAGE>   14

                           EXHIBIT 2 - ESTIMATED COST
                           --------------------------

COST OVERVIEW

The total cost of the work net of discounts is estimated at $[     ] based on
expected time and material expenses. No travel is anticipated for this project.
Should travel be required, U S WEST agrees to pay CGI travel expenses for all
pre-approved trips.

Work will be provided on a time and materials basis. The cost estimate and
applicable discount breakouts being extended are as shown below. The [ ]%
Alliance Discount has been extended pursuant to the GLA extension executed
between U S WEST and CGI in December, 1996. The [ ]% Facilities Discount
(includes [ ]% computer and [ ]% building discount) is extended under the
assumption that all work will be performed at U S WEST facilities for this
project. CGI has extended the [ ]% Volume Discount in recognition of this being
a significant follow-on to the original proof of concept project, and in
anticipation of this Development Agreement being signed by U S WEST in January
to keep the existing project team in place for the duration of 1997.

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

LESS: [   ]% ALLIANCE DISCOUNT                                                        [      ]

LESS: [   ]% VOLUME DISCOUNT                                                          [      ]

LESS: [   ]% FACILITIES DISCOUNT                                                      [      ]
-----------------------------------------------------------------------------------------------------------
TOTAL CONTRACT ENGINEERING                                                            [      ]
-----------------------------------------------------------------------------------------------------------
TRAVEL EXPENSES                                                                           0
-----------------------------------------------------------------------------------------------------------
               TOTAL DA ESTIMATE:                                                    $[      ]
-----------------------------------------------------------------------------------------------------------
</TABLE>


37-001-97                              13                       JANUARY 24, 1997


<PAGE>   15

Estimated hours by skill category are as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
CATEGORY                                 NUMBER OF PEOPLE           TOTAL ESTIMATED HOURS
--------------------------------------------------------------------------------------------------------
<S>                                            <C>                         <C>
Manager                                          .75                       [      ]



Principal Engineer                               .5                        [      ]

Sr. Engineer II                                   1                        [      ]

Sr. Engineer I                                    3                        [      ]

Engineer                                        1.5                        [      ]
--------------------------------------------------------------------------------------------------------
         TOTAL PEOPLE / HOURS:                 6.75                        [      ]
--------------------------------------------------------------------------------------------------------
</TABLE>

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.



37-001-97                             14                       JANUARY 24, 1997


<PAGE>   16

                    EXHIBIT 3 - SCHEDULE & STATEMENT OF WORK
                    ----------------------------------------

TASKS, SCHEDULE, AND STATEMENT OF WORK DELIVERABLES

The high level Fetch & Stuff Phase 2 project activities as proposed by CGI
appears in charts below. Each chart is intended to represent the major tasks
and deliverables over the estimated timeline. The overall schedule for the 3
releases assumes a Project Start Date of February 1, 1996 and an End Date of
December 31, 1997.

GROUP A TASKS [FEBRUARY--APRIL, 1997]

<TABLE>
<CAPTION>
-------------------------- ----------------------- ------------------- ------------------ ----------------------
          TASKS            Responsibility          START DATE          END DATE           DELIVERABLES
-------------------------- ----------------------- ------------------- ------------------ ----------------------
<S>                       <C>                     <C>                 <C>                <C>
Develop schedule           CGI                     2/1/97              2/6/97             schedule
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Define Success             Joint                   2/1/97              2/14/97            success criteria
Criteria
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Client SME                 U S WEST                2/1/97              3/15/97            SMEs assigned
Available
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Requirements Dev           CGI                     2/1/97              2/14/97            Requirements
& Analysis                                                                                Document
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Req. Review                U S WEST                2/15/97             2/21/97            feedback
-------------------------- ----------------------- ------------------- ------------------ ----------------------
HW & SW System             U S WEST                2/14/97                                Development
Available                                                                                 Platform
                                                                                          Available
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Provide HW/SW              U S WEST                2/1/97              3/15/97            Support
system guidance &
Sys admin
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Design                     CGI                     2/15/97             2/28/97            Design Draft
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Design Doc                 CGI                     2/24/97             3/21/97            Design
                                                                                          Document
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Design Review              U S WEST                2/1/97              3/28/97            feedback
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Software                   CGI                     2/1/97              3/14/97            Software
Development
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Unit Test                  CGI                     3/10/97             3/21/97            Unit tested
                                                                                          software
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Integration Test           CGI                     3/22/97             3/28/97            Int. tested
                                                                                          software
-------------------------- ----------------------- ------------------- ------------------ ----------------------
</TABLE>


37-001-97                              15                       JANUARY 24, 1997


<PAGE>   17



<TABLE>
<S>                       <C>                     <C>                 <C>                <C>
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Provide Support for        U S WEST                3/22/97             3/28/97            Support
integration testing
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Interface                  CGI                     2/1/97              3/28/97            Document
Specification
Document
-------------------------- ----------------------- ------------------- ------------------ ----------------------
System Test Team           U S WEST                3/17/97             3/21/97            Test Team
in Place                                                                                  assigned
-------------------------- ----------------------- ------------------- ------------------ ----------------------
System Test Plan           U S WEST                3/18/97             3/28/97            System Test Plan
Development
-------------------------- ----------------------- ------------------- ------------------ ----------------------
System                     CGI                     3/17/97             3/28/97            System
Administration                                                                            Administration
Document                                                                                  Document
Development
-------------------------- ----------------------- ------------------- ------------------ ----------------------
System                     U S WEST                3/31/97             4/4/97             Training
Administration
Training and
Documentation
Review
-------------------------- ----------------------- ------------------- ------------------ ----------------------
System Testing             U S WEST                3/31/97             4/11/97            Testing
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Provide System             CGI                     3/31/97             4/11/97            Test Support &
Testing Support                                                                           Software
                                                                                          Maintenance
                                                                                          Releases
-------------------------- ----------------------- ------------------- ------------------ ----------------------
</TABLE>

GROUP B TASKS [APRIL--JULY, 1997]

<TABLE>
<CAPTION>
-------------------------- ----------------------- ------------------- ------------------ ----------------------
          TASKS            Responsibility          START DATE          END DATE           DELIVERABLES
-------------------------- ----------------------- ------------------- ------------------ ----------------------
<S>                       <C>                     <C>                 <C>                <C>
Develop schedule           CGI                     4/14/97             4/18/97            schedule
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Define Success             Joint                   4/14/97             4/25/97            success criteria
Criteria
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Client SME                 U S WEST                4/14/97             7/18/97            SMEs assigned
Available
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Requirements Dev           CGI                     4/14/97             5/2/97             Requirements
& Analysis                                                                                Document
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Req. Review                U S WEST                5/5/97              5/9/97             feedback
-------------------------- ----------------------- ------------------- ------------------ ----------------------
HW & SW System             U S WEST                4/25/97                                Development
Available                                                                                 Platform
                                                                                          Available
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Provide HW/SW              U S WEST                4/14/97             7/18/97            Support
system guidance &
Sys admin
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Design                     CGI                     4/21/97             5/9/97             Design Draft
-------------------------- ----------------------- ------------------- ------------------ ----------------------
</TABLE>


37-001-97                              16                       JANUARY 24, 1997


<PAGE>   18

<TABLE>
<S>                       <C>                     <C>                 <C>                <C>
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Design Document            CGI                     4/28/97             7/11/97            Design
                                                                                          Document
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Design Review              U S WEST                5/12/97             5/16/97            feedback
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Software                   CGI                     5/5/97              6/6/97             Software
Development
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Unit Test                  CGI                     6/2/97              6/27/97            Unit tested
                                                                                          software
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Integration Test           CGI                     6/30/97             7/4/97             Int. tested
                                                                                          software
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Provide Support for        U S WEST                6/30/97             7/4/97             Support
integration testing
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Interface                  CGI                     4/14/97             7/18/97            Document
Specification
Document
-------------------------- ----------------------- ------------------- ------------------ ----------------------
System Test Team           U S WEST                6/20/97             6/20/97            Test Team
in Place                                                                                  assigned
-------------------------- ----------------------- ------------------- ------------------ ----------------------
System Test Plan           U S WEST                6/23/97             7/4/97             System Test Plan
Development
-------------------------- ----------------------- ------------------- ------------------ ----------------------
System                     CGI                     6/23/97             7/4/97             System
Administration                                                                            Administration
Document                                                                                  Document
Development
-------------------------- ----------------------- ------------------- ------------------ ----------------------
System                     U S WEST                7/7/97              7/11/97            Training
Administration
Training and
Documentation
Review
-------------------------- ----------------------- ------------------- ------------------ ----------------------
System Testing             U S WEST                7/7/97              7/18/97            Testing
-------------------------- ----------------------- ------------------- ------------------ ----------------------
Provide System             CGI                     7/7/97              7/18/97            Test Support &
Testing Support                                                                           Software
                                                                                          Maintenance
                                                                                          Releases
-------------------------- ----------------------- ------------------- ------------------ ----------------------
</TABLE>


GROUP C TASKS [JULY--DECEMBER, 1997]

<TABLE>
<CAPTION>
-------------------------- ----------------------- ------------------- ------------------ ----------------------
           TASKS             Responsibility         START DATE        END DATE           DELIVERABLES
-------------------------- ----------------------- ------------------- ------------------ ----------------------
<S>                         <C>                     <C>              <C>                 <C>
Develop schedule             CGI                    7/21/97           7/25/97            schedule
---------------------------- ---------------------  ----------------- -----------------  -----------------------
Define Success               Joint                  7/21/97           8/1/97             success criteria
Criteria
---------------------------- ---------------------  ----------------- -----------------  -----------------------
Client SME Available         U S WEST               7/21/97           12/31/97           SMEs assigned
---------------------------- ---------------------  ----------------- -----------------  -----------------------
</TABLE>


37-001-97                              17                       JANUARY 24, 1997


<PAGE>   19


<TABLE>
<S>                         <C>                     <C>              <C>                 <C>
---------------------------- ---------------------  ----------------- -----------------  -----------------------
Requirements Dev &           CGI                    7/21/97           8/15/97            Requirements
Analysis                                                                                 Document
---------------------------- ---------------------  ----------------- -----------------  -----------------------
Req. Review                  U S WEST               8/18/97           8/22/97            feedback
---------------------------- ---------------------  ----------------- -----------------  -----------------------
HW & SW System               U S WEST               8/4/97                               Development
Available                                                                                Platform Available
---------------------------- ---------------------  ----------------- -----------------  -----------------------
Provide HW/SW                U S WEST               8/5/97            12/31/97           Support
system guidance &
Sys admin
---------------------------- ---------------------  ----------------- -----------------  -----------------------
Design                       CGI                    8/4/97            8/29/97            Design Draft
---------------------------- ---------------------  ----------------- -----------------  -----------------------
Design Document              CGI                    8/11/97           12/31/97           Design Document
---------------------------- ---------------------  ----------------- -----------------  -----------------------
Design Review                U S WEST               9/1/97            9/5/97             feedback
---------------------------- ---------------------  ----------------- -----------------  -----------------------
Software                     CGI                    9/2/97            10/10/97           Software
Development
---------------------------- ---------------------  ----------------- -----------------  -----------------------
Unit Test                    CGI                    9/29/97           11/17/97           Unit tested
                                                                                         software
---------------------------- ---------------------  ----------------- -----------------  -----------------------
Integration Test             CGI                    11/20/97          12/5/97            Int. tested software
---------------------------- ---------------------  ----------------- -----------------  -----------------------
Provide Support for          U S WEST               11/20/97          12/5/97            Support
integration testing
---------------------------- ---------------------  ----------------- -----------------  -----------------------
Interface                    CGI                    8/1/97            12/31/97           Document
Specification
Document
---------------------------- ---------------------  ----------------- -----------------  -----------------------
System Test Team in          U S WEST               11/28/97          11/28/97           Test Team
Place                                                                                    assigned
---------------------------- ---------------------  ----------------- -----------------  -----------------------
System Test Plan             U S WEST               12/1/97           12/12/97           System Test Plan
Development
---------------------------- ---------------------  ----------------- -----------------  -----------------------
System                       CGI                    12/3/97           12/14/97           System
Administration                                                                           Administration
Document                                                                                 Document
Development
---------------------------- ---------------------  ----------------- -----------------  -----------------------
System                       U S WEST               12/17/97          12/21/97           Training
Administration
Training and
Documentation
Review
---------------------------- ---------------------  ----------------- -----------------  -----------------------
System Testing               U S WEST               12/8/97           12/31/97           Testing

---------------------------- ---------------------  ----------------- -----------------  -----------------------
Provide System               CGI                    12/8/97           12/31/97           Test Support &
Testing Support                                                                          Software
                                                                                         Maintenance
                                                                                         Releases
---------------------------- ---------------------  ----------------- -----------------  -----------------------
</TABLE>




37-001-97                              18                       JANUARY 24, 1997


<PAGE>   20



ASSUMPTIONS

The above tasks, schedule and deliverables were developed based on the
following assumptions.

1.      The schedule is based on a project start date of February 1, 1997.
        Delays in this start date may impact the estimated enhanced Fetch &
        Stuff Engine production rollout and associated software delivery dates.

2.      The work estimates are based on CGI Methodology and past experience.
        CGI will continuously monitor the status and notify U S WEST of any
        issues or jeopardy situations which may impact the delivery date.

3.      CGI has timely access to U S WEST personnel (i.e. SMEs). CGI assumes
        SME access will begin at Project Start and will continue through the
        duration of the project schedule (i.e. through 12/31/97).

4.      U S WEST to provide a sponsor and Project Manager to act as the liaison
        between the U S WEST project team and the CGI project team.

5.      CGI will work directly with subject matter experts (SMEs) to identify
        highest priority legacy systems and the data required from those legacy
        systems.

6.      Function determination for inclusion in interface evaluation work for
        different operations related to legacy system access will be
        prioritized by U S WEST.

7.      Weekly status reports and meetings to be held between the U S WEST
        project manager the CGI project manager to measure progress against the
        workplan. Any known issues and risks are also discussed and raised to
        the next level if not resolved.

8.      CGI development work will continue to be performed on a Hewlett-Packard
        UNIX server to be provided by U S WEST, unless otherwise notified.

9.      U S WEST to provide any necessary facilities, computer equipment,
        server access, software, etc., by the end of Week 2 (February 15th).

10.     Any delays in dependent tasks (i.e. U S WEST tasks) may impact the
        delivery date.

11.     Changes requests to be submitted using the CGI or U S WEST change
        request process for analysts to provide estimates, costs, and impact on
        current deliverables. Signed approval is required before implementation
        of any changes requests.


37-001-97                              19                       JANUARY 24, 1997


<PAGE>   21

                            EXHIBIT 4 - DELIVERABLES
                            ------------------------

DELIVERABLES

A copy of the project deliverables, as outlined below, 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.

DETAILED SCOPE ASSOCIATED WITH AFOREMENTIONED PROJECT WORK ITEMS

The following comprise the scope and deliverables envisioned by CGI for the
Project Work Items associated with each of the three planned software releases
of this project in 1997:

     GROUP A PROJECT WORK ITEMS [FEBRUARY--APRIL, 1997]

     A--1.0 Additional Interface Messages Developed for the Fetch & Stuff Server

     Develop additional interface messages for the Fetch & Stuff server that
     call existing [ ] Transaction APIs to obtain or update data. Examples of
     new [ ] Transaction messages are:

     *     Set Billing Date
     *     Delete TN from Account
     *     Retrieve USOCs

     There are approximately 50 [ ] Transaction messages. In the Fetch & Stuff
     Phase 2, release associated with the Group A Project Work Items, there will
     be time to develop approximately 20 of these messages. Prioritization will
     be needed from the U S WEST DART team to identify the messages that will be
     included in Fetch & Stuff Phase 2, release for Group A Items. The remaining
     [ ] Transaction messages can be completed in future Fetch & Stuff
     development releases, if desired.


37-001-97                              20                       JANUARY 24, 1997


<PAGE>   22



     The effort involved is on a per message basis. There are software changes
     needed on the client application and on the Fetch & Stuff Server Engine to
     define the appropriate message protocol. The Fetch & Stuff Server Engine
     will also need modifications to install data in the routing tables which
     direct each message to a specific API.

     A--2.0 Additional Legacy Data Access Systems

     Fetch & Stuff Phase 2 will provide access to the [ ] Transaction APIs. An
     additional "server engine" will be added to the Fetch & Stuff Engine Server
     to manage access to the [ ] Transaction APIs. It is assumed that the [ ]
     Transactions API is in a stable state, and can be integrated into the Fetch
     & Stuff Engine Server in the same manner as the [ ] APIs.

     The software changes required are to the Fetch & Stuff Server Engine alone.
     The work involves adding a new "server engine" for the [ ] Transaction
     APIs. This work will be married with items described in section 1.0 above,
     to add new interface messages that will request work for the new [ ]
     Transaction engine.

     A--3.0 Inventory Control (Usage Counts) and Defect Tracking Services

     There is a need to maintain data which identifies what clients have been
     using each interface message, along with the results of these usage
     attempts. A data table will be used to collect usage count and defect
     tracking data. Usage counts are the number of requests made for a
     particular service. Defect tracking is how many times a specific interface
     message failed for each possible API. Data will be collected on a per
     message and per client basis. The interface message protocol will need to
     be enhanced to include a client identifier in all messages. The different
     kinds of counts collected will be:

     *    # of requests
     *    # of successes
     *    # of failures (reply returned but with failure code)
     *    # of time-outs (did not receive a reply from legacy API)

     A Web based administration system will be developed that will provide a
     mechanism to display the data collected, by way of "canned" reports. Data
     will be stored in an Oracle database on request from the UNIX processes in
     the Fetch & Stuff Engine Server.

     There will be software changes to the Fetch & Stuff Server Engine to add
     code to collect data. There will also be a totally new element developed to
     provide the Web-based reporting system. A database schema will be defined
     to detail how data will be saved. Pro*C code will be created to write data
     into the new database.



37-001-97                              21                       JANUARY 24, 1997


<PAGE>   23


A--4.0 Product Deployment

Develop items that will be used in support of product deployment, such as:

*    Alarming - Fetch & Stuff was developed with the use of Service Layer
components in mind. These elements need to be added to the existing system.

*    Resolve Problem Reports and make software updates on released software.

The Service Layer software changes are enhancements to the Fetch & Stuff Server
Engine. Administrative processes need to be developed on how to handle alarms.
Software maintenance changes may be in NT client or in the Fetch & Stuff Engine
software.

A--5.0 Documentation

Produce or update the following documents:

*    Updated System Administration Guide
*    Updated Requirements Document
*    Updated Architecture Document
*    Updated Design Document
*    Updated Interface Inventory Document
*    Updated Interface Message Protocol Document
*    Deployment Guide
*    Other documents, as directed by U S WEST

GROUP B PROJECT WORK ITEMS [APRIL--JULY, 1997]

B--1.0 Failover Enhancement

Hardware and Software modifications are needed to manage automatic failover to
another hardware device or software process when major failures occur to the
Interface Server machine or process. Actual HW/SW plans cannot be made until
after the production HW/SW environment is selected. One option is to add
additional hardware (servers) or separate processors on the same server along
with system software to manage the failover. Software tools from HP or Sequent
can be integrated into the Fetch & Stuff environment in order to implement
failover services.

Additional changes are desired to provide appropriate replies whenever there is
a need to communicate information relating to interface message changes or
system problems. The Fetch & Stuff Engine will send a msg back to the client as
each problem occurs. Examples of this are:

*    msg replaced
*    API OOS


37-001-97                              22                       JANUARY 24, 1997


<PAGE>   24

B--2.0 Dynamic Routing

Routing tables are used to direct an incoming message to the appropriate server
engine for processing. The proof of concept system was implemented with the
routing tables "hard coded" into the software. Changes are needed to allow for
a dynamic implementation approach to the routing tables. The software changes
will take into account the following items:

*    API Priorities (meaning go to AT API 1st, DA API 2nd, etc.)

*    Whether the table is developed in Oracle or just maintained as a
     matrixed array of data.

B--3.0 Increase Robustness of Fetch & Stuff Server

The current version of Fetch & Stuff Server Engine was implemented as a proof
of concept, to be trialed with a small number of users. In order to increase
robustness system improvements will be implemented for:

*    Performance
*    Scaleability (# of Users)
*    Information Logging
*    Port software to UNIX 10.x

Some items (e.g., information logging) can be implemented by adding Service
Layer elements to the Fetch & Stuff Engine Server. Other items need utilize
data collected about the system after it is completed and has stress tests
applied to it.

B--4.0 Documentation

Produce or update the following documents:

*     Updated System Administration Guide
*     Updated Requirements Document
*     Updated Architecture Document
*     Updated Design Document
*     Updated Interface Inventory Document
*     Updated Interface Message Protocol Document
*     Deployment Guide
*     Other documents, as directed by U S WEST

B--5.0 Load Balancing

Provide hardware or software mechanisms to balance the load of requests being
made to the Fetch & Stuff Interface Server. Load Balancing can be achieved



37-001-97                              23                       JANUARY 24, 1997


<PAGE>   25



dynamically by developing a software process that monitors the arrival rate of
requests, and sends them to another system/processor once a threshold has been
reached. One approach may be to have specific clients' requests designated to
go to a specific server, possibly on a regional basis. Other approaches will
also be evaluated. A final approach will be heavily dependent on the hardware
chosen by U S WEST for the production environment.

GROUP C PROJECT WORK ITEMS [JULY--DECEMBER, 1997]

C--1.0 New Routing Destinations

Currently, the Fetch & Stuff Server Engine services fetch and stuff requests
from a client and returns a reply to the same client. A desired option for
Fetch & Stuff is that the application that requests data is not the application
to receive data. Additional message protocol and Fetch & Stuff Server Engine
modifications are needed to direct the resulting data to the appropriate
destination. An applications that this would be appropriate for is Call
Handling.

There will be "engine" functionality changes to recognize the protocol which
directs data to the receiving client. Software will also need to be changed on
the receiving client application's system, so that it knows what to do with a
data message being received. Finally, an effort will be required to define the
message protocol for each new interface message.

C--2.0 Routing Administration Environment

If dynamic routing tables are implemented as described above, then there will
be a need to make changes to these routing tables as production rollout
continues and data is obtained on the performance of specific APIs. A
presentation system should be implemented to add, change or delete routing
table entries. This could be done in JAVA or another GUI of U S WEST's
choosing.

Updating the routing tables will be a system administration task. A
presentation system will be very useful so that the routing table data does not
get inadvertently corrupted.

C--3.0 One Stop Shopping

This envisions the U S WEST software environment for DA and AT run on the same
hardware server as the Fetch & Stuff server engine. This, in turn, would
eliminate the need for an unnecessary "hop" to a DA or AT server before
accessing the legacy systems to process a client request. Integration test of
all software on the Fetch & Stuff production hardware is needed to successfully
complete this Project Work Item.



37-001-97                              24                       JANUARY 24, 1997


<PAGE>   26



C--4.0 Documentation

Produce or update the following documents:

*    Updated System Administration Guide
*    Updated Requirements Document
*    Updated Architecture Document
*    Updated Design Document
*    Updated Interface Inventory Document
*    Updated Interface Message Protocol Document
*    Deployment Guide
*    Other documents, as directed by U S WEST


37-001-97                              25                       JANUARY 24, 1997