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EXHIBIT 10.08(u)

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

CSRM

SCHEDULE NUMBER "23-07-97"/(9700050785)

CSR [ ]
CSRM

This Schedule Number "23-07-97", effective November 17, 1997 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 CSR [ ] Proposal from Carnegie Group, Inc. to U S WEST Communications,
Information Technologies dated November 17, 1997 (the "CSR [ ] Proposal")
shall be included in its entirety as part of this Schedule 23. This Schedule
contains the following sections which may reference specific portions of the
Proposal.

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 CSR [ ]. The work to be provided by CGI
represents a new effort between the parties.

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1.2 OVERVIEW

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

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 dated November 17, 1997 will be
included under this Schedule as billable to U S WEST 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 two (2) weeks.

o Services Warranty terms: CGI will warrant the final Purchases for a
period of ninety (90) 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 this CSR [ ] 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 respectfully to the CSR [ ]
after the initial Review, unless as otherwise mutually agreed
by the parties.

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1.4 CGI ROLES AND RESPONSIBILITIES

Reference Article 9 in its entirety of the CSR [ ] 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 and 4 in its entirety of the CSR [ ] Proposal for the
scope of the project.

1.6 DELIVERABLES

The following CSR [ ] deliverables will be provided by
Carnegie Group to U S WEST and are considered Work Products pursuant to
subsection 7.1 of the Agreement. For the purposes of this Schedule
No. 23-07-97 such deliverables will be the sole and exclusive property
of U S WEST:
o SOFTWARE PROJECT MANAGEMENT PLAN (SPMP): The SPMP provides a
project management guide for successful execution of the CSR
[ ] 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 Interconnect
Engineering for usability purposes.

o ARCHITECTURE DOCUMENT: This document describes the overall
system architecture and design notes.

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

o USER GUIDE: This document contains detailed API specifications
to support interfacing developers, and also actions required
by users to effectively utilize any GUI screens provided.

o SOURCE CODE: Multiple releases of the CSR [ ] 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 November 17, 1997 through
February 27, 1998.

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2. SCHEDULE, STATEMENT OF WORK AND DELIVERABLES

2.1 TASKS AND SCHEDULE

Reference Section 4 and 5 in its entirety of the CSR [ ] Proposal for the Work
Breakdown Structure and Schedule to address this section of this Schedule No.
23-07-97.

2.2 ASSUMPTIONS

The project description, schedules, and deliverables were developed based on the
assumptions provided in Sections 8 of the CSR [ ] Proposal. If these
assumptions are not valid, changes to the schedule, deliverables, and cost of
the CSR [ ] project may be required.

1. BOSS access for new APIs can be provided through existing IMS
capability with no updates to the BMP process. If IMS
capability for these transactions does not exist, U S WEST
will add the necessary IMS transactions.

2. Based on past Fetch 'N Stuff experience, we assume that CARS
access through screen scraping will be necessary (worst case
assumption). Capabilities are not supported by COBOL through
the BMP.

3. The schedule is based on a project start date of 12/1/97.
Delays in this start date will impact the project completion
date.

4. 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.

5. Carnegie Group has timely access to required U S WEST
personnel (e.g. subject matter experts).

6. 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 Interconnect Engineering interactions
but that appropriate personnel be provided to support these
activities.

7. 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.

8. Any delays outlined in the Dependencies may impact the
delivery dates.

9. 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.

10. The primary point of contact will be Patti Jansen who will
designate a back-up contact when unavailable.

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2.3 DELIVERABLES

See Section 6 of this Schedule for a description of the CSR [ ]
deliverables.

A copy of each deliverable 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 (less options) net of discounts shall not exceed [ ]
based on estimated time and material expenses. 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 are as follows:

- --------------------------------------------------------------------------------------------------------------
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/ BARBARA IRWIN
--------------------------- -----------------------
NAME: DENNIS YABLONSKY NAME: BARBARA IRWIN
------------------------- ----------------------
(printed) (printed)
TITLE: PRESIDENT/CEO TITLE: SR. DIRECTOR
------------------------ ---------------------
DATE: 12-8-97 DATE: 12/05/97
------------------------- ---------------------

U S WEST BRI

BY: /s/ SHERYL SWAYZE
------------------------
NAME: SHERYL SWAYZE
---------------------
(printed)
TITLE: COMMODITY MANAGER
---------------------
DATE: 12/3/97
---------------------

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

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