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                                                                   EXHIBIT 10.21


                           SOFTWARE LICENSE AGREEMENT

         This Software License Agreement ("Agreement"), is made this 16th day of
June, 1998 (the "Effective Date") by and between U S West Communication
Services, Inc., a Colorado corporation and its Affiliates, having a place of
business at 1999 Broadway, Denver, CO 80202 ("U S West"), and Datamatix, Inc., a
Delaware corporation, having a place of business at 215 West Church Road, King
of Prussia, PA 19406 ("LICENSEE").

                                    RECITALS

         U S West is the owner of a certain software program as more fully
described in Schedule A, attached hereto and incorporated herein by this
reference; and

         U S West and LICENSEE mutually desire to enter into this Agreement
which grants a license to LICENSEE in the software program to accordance with
the provisions hereof.

                                    AGREEMENT

         In consideration of the mutual promises and benefits contained herein,
the parties agree to the accuracy of the above recitals and further agree as
follows:

1.0      DEFINITIONS

         The following terms are used in this Agreement, as defined in this
Section:

         1.1      "AFFILIATE" shall mean an entity which directly, or indirectly
                  through one or more intermediaries, controls, is controlled
                  by, or is under common control with U S West. For the purposes
                  of this Subsection 1.1, "control" means (i) in the case of
                  corporate entities, direct or indirect ownership of 20% or
                  more of the stock or shares entitled to vote for the election
                  of the board of directors or other governing body of the
                  entity; and (ii) in the case of non-corporate entities, direct
                  or indirect ownership of 20% or more of the equity interests
                  of the entity.

         1.2      "PROGRAM" shall mean the software program and all related
                  materials, documentation and information described in Schedule
                  A.

         1.3      "SOURCE CODE" shall mean the Program written in programming
                  language, including all comments and procedural code, in a
                  form intelligible to trained programmers and capable of being
                  translated into Object Code for operation on computer
                  equipment through assembly or compiling.

         1.4      "OBJECT CODE" shall mean the Program assembled or compiled in
                  digital binary form on software media, which is readable and
                  usable by machines, but not generally



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                  readable by unaided humans without reverse assembly, reverse
                  compiling, or other reverse engineering.

         1.5      "DERIVATIVE WORK" shall mean a work that is based on the
                  Program, such as a revision, enhancement, modification,
                  translation, abridgment, condensation, expansion, or any other
                  form in which such preexisting works may be recast,
                  transformed, or adapted, and that, if prepared without
                  authorization of the owner of the copyright in such
                  preexisting work, would constitute a copyright infringement.
                  For purposes hereof, a Derivative Work shall also include any
                  compilation that incorporates any portion of the Program.

         1.6      "CONFIDENTIAL INFORMATION" shall mean any and all technical
                  information, know-how, inventions or business information,
                  including third party information, furnished or disclosed by
                  one party to the other, in whatever form or medium including,
                  but not limited to, the Program, Source Code, Object Code,
                  product/service specifications, prototypes, other computer
                  programs, models, drawings, marketing plans, financial data,
                  and personnel statistics, which are marked as confidential or
                  proprietary by the disclosing party or, for information which
                  is orally disclosed, the disclosing party indicates to the
                  other at the time of disclosure the confidential or
                  proprietary nature of the information and provides a summary
                  of the orally disclosed information in writing to the
                  receiving party within twenty (20) days after such disclosure,
                  which summary is also marked as confidential or proprietary.
                  The Program in any form or medium and all related
                  documentation shall be deemed by the parties to be
                  Confidential Information whether or not marked as confidential
                  or proprietary.

         1.7      "DISPUTE" shall mean any claim, controversy or dispute of any
                  kind or nature whatsoever arising between the parties
                  hereunder.

2.0      GRANT OF LICENSE

         2.1      Subject to the terms and conditions of this Agreement, U S
                  West hereby grants to LICENSEE a non-exclusive,
                  non-transferable (except as allowed under the provisions of
                  Subsection 13.1 below), perpetual, personal license to use,
                  copy, and create Derivative Works based on the Program, in
                  Object and Source Code forms, solely for its internal business
                  purposes.

         2.2      LICENSEE shall own all right, title and interest in and to all
                  Derivative Works that LICENSEE creates or has created.

         2.3      U S West shall retain all right, title and interest in and to
                  the Program subject to the license granted hereunder. The
                  Program may not be copied, used, modified or distributed for
                  any purpose other than as expressly authorized under this
                  Agreement.


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         2.4      LICENSEE shall provide U S West, Inc. and its wholly owned
                  subsidiaries any services it offers its customers that use the
                  Program, or any Derivative Works thereof, at no charge.

3.0      PAYMENT

         3.1      In consideration of the license granted by U S West to
                  LICENSEE under Section 2 above, LICENSEE shall pay to U S West
                  all amounts when due in accordance with Schedule B, attached
                  hereto and incorporated herein by this reference ("Payments").
                  All Payments are to be made in United States dollars.

         3.2      Payments to U S West shall be made payable to "U S West
                  Communication Services Inc.," and shall be submitted to 1999
                  Broadway, 8th Floor, Denver, CO 80202, Attention Miles
                  Morimoto, or at such other address as U S West may specify by
                  written notice.

         3.3      All Payments specified under this Agreement do not include
                  duties, taxes, withholdings, assessments, surcharges,
                  value-added taxes, or any other charges imposed by the United
                  States or any foreign government or any other United States or
                  foreign taxing authority (collectively, the "Taxes") and
                  LICENSEE shall pay or reimburse U S West to a like amount if
                  withheld from Payments due U S West. Any Taxes payable by
                  LICENSEE which U S West may be required to collect or pay upon
                  provisions of this license of the Program or any other
                  services, shall be paid by LICENSEE upon U S West's written
                  demand. LICENSEE agrees to indemnify and hold U S West
                  harmless from and against all liability, costs, expense, and
                  penalties for LICENSEE's failure to timely pay any Taxes.
                  Notwithstanding this Subsection 3.3, LICENSEE shall not be
                  responsible for income taxes which may be payable by U S West.

         3.4      If LICENSEE fails to pay any amounts due under this Agreement
                  within sixty (60) days, LICENSEE shall pay to U S West
                  interest on such past due amounts from the date due until paid
                  at the rate of one and one half percent (1-1/2%) of the unpaid
                  balance per month or, where a lower rate is prescribed by law,
                  the highest rate thereby permitted. In the event of such
                  nonpayment, U S West may at its option, and in addition to any
                  other right which it has under this Agreement at law or in
                  equity, terminate this Agreement and the licenses granted
                  hereunder for default under the provisions of Section 9.0
                  below.

4.0      LIMITED SUPPORT

         U S West shall provide LICENSEE the limited support services in
         accordance with Schedule C, attached hereto and incorporated herein by
         this reference.


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5.0      RECORDS AND REPORTS

         5.1      LICENSEE shall keep complete and accurate records and books of
                  account containing all information required for the
                  computation and verification of the amounts to be paid
                  hereunder. Such records and books shall be maintained by
                  LICENSEE in accordance with legal restrictions, but in any
                  case no less than three (3) years after termination of this
                  Agreement.

         5.2      LICENSEE further agrees, upon at least ten (10) business days
                  prior written notice from U S West, to permit one or more
                  accountants selected by U S West to have access during
                  ordinary business hours to such records as may be necessary to
                  audit with respect to any payment prior to such request, the
                  correctness of any report or payment made under this
                  Agreement, to obtain information as to the payments due for
                  any such period in the case of failure of LICENSEE to report
                  or make payment pursuant to the terms of this Agreement. Such
                  accountant shall not disclose to U S West any information
                  relating to the business of LICENSEE except that which is
                  necessary to inform U S West of (i) the accuracy or inaccuracy
                  of LICENSEE's payments; (ii) compliance or noncompliance by
                  LICENSEE with any other terms and conditions of this
                  Agreement; and (iii) the extent of any such inaccuracy or
                  noncompliance. Such accountant shall have the right to make
                  and retain copies of any pertinent portions of the records and
                  books of account. U S West shall bear the cost of any audits
                  under this Agreement; provided, however, that if the audit
                  determines that LICENSEE has underpaid to U S West in an
                  amount of Ten Thousand Dollars ($10,000.00) or more, LICENSEE
                  shall reimburse U S West for the cost of such audit.

         5.3      LICENSEE shall provide U S West with a written statement of
                  account to accompany the Payments made to U S West in
                  accordance with Section 3.0 above.

6.0      LIMITED WARRANTY

         6.1      U S West warrants that it has full power and authority to
                  enter into this Agreement.

         6.2      EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE PROGRAM
                  IS LICENSED HEREUNDER "AS IS," AND U S West DISCLAIMS ANY AND
                  ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT
                  LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
                  FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE PROGRAM WILL
                  OPERATE ERROR-FREE.

         6.3      U S West disclaims any on-going obligations to LICENSEE to
                  support, maintain, enhance, or update the Program, subject to
                  Section 4.0 above.


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7.0      LIMITATION OF LIABILITY

         U S WEST, ITS RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS,
         REPRESENTATIVES AND AGENTS (HEREINAFTER COLLECTIVELY CALLED "THE
         GROUP") SHALL HAVE NO LIABILITY TO LICENSEE FOR ANY DAMAGES, LOSSES, OR
         EXPENSES INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL,
         CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT
         DAMAGES, OR LOSS OF PROFITS. LOSS OF USE OR LOSS OF DATA, HOWSOEVER
         CAUSED OR ARISING AND REGARDLESS OF LEGAL THEORY OR FORESEEABILITY.

8.0      CONFIDENTIALITY

         8.1      Each party agrees to hold all Confidential Information other
                  than that which describes and/or embodies the Program in
                  confidence for a period of three (3) years after the date of
                  disclosure. However, Confidential Information comprising the
                  description and/or embodiment of the Program shall be held in
                  confidence for so long as it is confidential to, or a trade
                  secret of, U S West. During such period each party will use
                  Confidential Information solely for the purposes of this
                  Agreement unless otherwise allowed herein or by written
                  permission of the disclosing party. Each party agrees not to
                  copy such Confidential Information of the other unless such
                  party is otherwise licensed to so copy or unless, specifically
                  authorized by the disclosing party. Each party agrees that it
                  shall not make disclosure of any such Confidential Information
                  to anyone except its employees for the purposes set forth
                  above. Each party shall appropriately notify each such
                  employee that the disclosure is made in confidence and shall
                  be kept in confidence in accordance with this Agreement.
                  Notwithstanding the previous limitation on disclosure,
                  disclosure may be made to subcontractors of a party and as
                  permitted under this Agreement but only if such subcontractor
                  has previously signed a confidentiality agreement in which the
                  subcontractor agrees to be bound by provisions at least as
                  restrictive as those contained in this Section 8.0. Each party
                  also agrees that it will make requests for Confidential
                  Information of the other party only if necessary to accomplish
                  the purposes set forth in this Agreement. The obligations set
                  forth herein shall be satisfied by each party through the
                  exercise of the same degree of care used to restrict
                  disclosure and use of its own information of like importance,
                  but not less than is reasonable under the circumstances.

         8.2      Each party agrees that in the event permission is granted by
                  the other to copy such Confidential Information, each such
                  copy shall contain and state the same confidential or
                  proprietary notices or legends, if any, which appear on the
                  original. Except as provided in this Agreement, nothing herein
                  shall be construed as granting to either party any right or
                  license under any copyrights, inventions, or patents now or
                  hereafter owned or controlled by the other party.


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         8.3      Upon termination of this Agreement for any reason or upon
                  request of the disclosing party, all Confidential Information,
                  together with any copies of same as may be authorized herein,
                  shall be returned to the disclosing party or certified
                  destroyed by the receiving party. The requirements of use and
                  confidentiality set forth herein shall survive the termination
                  of this Agreement as provided above.

         8.4      The obligations imposed in this Agreement regarding
                  Confidential Information shall not apply to any information
                  which:

                  (i)      is already in the possession of the receiving party
                           and is documented in written records in its
                           possession prior to such disclosure; or

                  (ii)     is independently developed by the receiving party
                           without reliance on or access to Confidential
                           Information hereunder, and is documented in written
                           records in its possession; or

                  (iii)    is or becomes publicly available through no fault of
                           the receiving party; or

                  (iv)     is obtained by the receiving party from a third
                           person who is under no obligation of confidence to
                           the party whose Confidential Information is
                           disclosed; or

                  (v)      is disclosed without restriction by the disclosing
                           party.

9.0      TERMINATION

         9.1      Either party has the right to terminate this Agreement if the
                  other party breaches or is in default of any material
                  obligation hereunder, which default is incapable of cure or
                  which, being capable of cure, has not been cured within
                  forty-five (45) days after receipt of written notice of such
                  default from the non-defaulting party or within such
                  additional cure period as the non-defaulting party may
                  authorize in writing.

         9.2      Either party may terminate this Agreement by written notice to
                  the other party, and may regard the other party as in default,
                  if the other party becomes insolvent, makes a general
                  assignment for the benefit of creditors, suffers or permits
                  the appointment of a receiver for its business or assets,
                  becomes subject to any proceedings under any bankruptcy or
                  insolvency law (which has not been terminated within thirty
                  (30) days of any filing) whether domestic or foreign, or has
                  wound up or liquidated, voluntarily or otherwise.

         9.3      Upon termination of this Agreement, there shall be no refund,
                  in whole or in part, of any Payments already made, and
                  LICENSEE shall make all Payments in accordance


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                  with Section 3.0 above which may be due or may have accrued up
                  to the date of termination.

         9.5      Upon termination of this Agreement, the licenses granted to
                  LICENSEE shall immediately terminate and LICENSEE shall return
                  to U S West all copies of the Program and any associated
                  documentation as set forth in Section 8.3 above.

         9.6      Termination of this Agreement shall be in addition to any
                  other right or remedy which the terminating party may have
                  either at law or in equity or under this Agreement.

10.0     EXPORT

         LICENSEE acknowledges that the Program may be subject to United States
         re-export regulations. Specifically, LICENSEE agrees and certifies that
         the Program, technical data or information provided by U S West, or the
         direct product thereof, will not be re-exported except as permitted by
         United States laws and regulations, and the prior written authorization
         of U S West. LICENSEE shall be solely responsible for compliance with
         all laws and regulations applicable to export of the Program outside of
         the United States of America. LICENSEE shall defend and indemnify U S
         West against any costs, expenses, fines and other liability for failure
         to so comply, provided that U S West shall cooperate with all
         reasonable requests from LICENSEE for information.

11.0     PUBLICITY

         No identification of the other party, reference to the other party or
         reference to the other party's names, codes, drawings or specifications
         will be used in any advertising or promotional efforts in reference to
         activities undertaken hereunder without the other party's prior written
         permission. Each party agrees to indemnify the other against any claim
         arising out of its failure to do so.

12.0     DISPUTE RESOLUTION

         12.1     If a Dispute arises hereunder and such Dispute cannot be
                  settled through negotiation, the parties agree to resolve the
                  matter through binding arbitration. Federal law shall govern
                  the arbitrability of all claims.

         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
                  then-current Commercial Arbitration Rules of the American
                  Arbitration Association ("AAA") unless 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 a city selected
                  by the


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                  party the Dispute is being brought against and all expedited
                  procedures prescribed by the AAA rules shall apply. The laws
                  of the State of Colorado, United States of America, shall
                  govern the construction and interpretation of this Agreement.

         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.

         12.4     Each party shall bear its own costs and attorneys' fees, and
                  the parties shall share equally the fees and expenses of the
                  arbitrator. The arbitrator's decision and award shall be final
                  and binding, and judgment upon the award rendered by the
                  arbitrator may be entered in any court having jurisdiction
                  thereof.

         12.5     If any party files a judicial or administrative action
                  asserting claims subject to arbitration, as prescribed herein,
                  and the other 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.

13.0     GENERAL

         13.1     This Agreement is for the benefit of U S West and LICENSEE and
                  not for any other person. The rights, duties and privileges of
                  LICENSEE hereunder shall not be transferred or assigned by it
                  either in part or in whole without prior written consent of
                  US West. However, LICENSEE shall have the right to transfer
                  its rights, duties and privileges under this Agreement in
                  connection with its merger and consolidation with another firm
                  or the sale of substantially all its business to another
                  person or firm, provided that such person or firm shall first
                  have agreed with U S West to perform the transferring party's
                  obligations and duties hereunder. U S West may transfer or
                  assign this Agreement to an Affiliate or successor.

         13.2     The relationship of U S West and LICENSEE established by this
                  Agreement is of licensor and licensee, each to constitute an
                  independent contractor. Nothing in this Agreement shall be
                  construed to give either party the power to direct or control
                  the daily activities of the other party, or to constitute the
                  parties as principal and agent, employer and employee,
                  partners, joint ventures, co-owners, or otherwise as
                  participants in a joint undertaking. U S West and LICENSEE
                  understand and agree that, except as specifically provided in
                  this Agreement, U S West does not grant LICENSEE the power or
                  authority to make or give any agreement, statement,
                  representation, warranty, or other commitment on behalf of U S
                  West, or to enter into any contract or otherwise incur any
                  liability or obligation, express or implied, on behalf of U S
                  West, or to transfer, release, or waive any right, title, or
                  interest of U S West.


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         13.3     A term or condition of this Agreement can be waived or
                  modified only with the written consent of both parties.
                  Forbearance or indulgence by either party in any regard shall
                  not constitute a waiver of the term or condition to be
                  performed, and either party may invoke any remedy available
                  under this Agreement, at law or in equity, despite such
                  forbearance or indulgence.

         13.4     Any notice, demand or other communication required or
                  permitted to be given to either party to this Agreement shall
                  be in writing and shall be either personally delivered by hand
                  or delivered by prepaid courier or sent by electronic means
                  such as facsimile, telex or electronic mail, charges prepaid
                  and confirmed by prepaid registered mail. Any notice
                  personally delivered or delivered by courier shall be deemed
                  received upon delivery. Any notice sent by electronic means
                  shall be deemed received upon the date the sending terminal
                  confirms that the notice was received by the receiving
                  terminal. Any notice required or permitted to be given to
                  either party shall be delivered or sent to:

                  U S West Communication Service, Inc.
                  1999 Broadway, 8th Floor
                  Denver, CO 80202
                  Attn.:   Miles Morimoto
                  Director Transaction Services

                  LICENSEE
                  215 West Church Road
                  King of Prussia, PA 19406
                  Attn.:   William A. Browne
                  Vice President, Sales & Marketing

         cc:      U S West
                  4001 Discovery Drive
                  Boulder, Colorado 80303
                  Attn.:  Intellectual Property & Technology
                          Transfer Office

                  The address at which notice may be given to a party may be
                  changed by such party giving notice to the other party as
                  provided in this Subsection 13.4.

         13.5     Headings are inserted for convenience of reference only and
                  shall not be used for the purpose of interpreting this
                  Agreement.

         13.6     The rights and obligations of the parties which by their
                  nature would be expected to survive termination or expiration
                  of this Agreement shall so survive.

         13.7     Neither party shall be liable for delay or failure in
                  performance resulting from acts beyond the control of such
                  party, including but not limited, and whether similar or
                  dissimilar, to acts of God, acts of war, riot, fire, flood or
                  other disaster, acts of government, strike, lockout,
                  communication line or power failure. Either party may delay
                  delivery or performance occasioned by causes beyond control of
                  such party in


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                  accordance with this Subsection 13.7. If such delay exists
                  beyond a period of sixty (60) calendar days, either party, at
                  its option, shall have the right to terminate this Agreement,
                  in whole or in part.

         13.8     This Agreement, or portion thereof, may be terminated or
                  modified by written agreement of the parties in the event of
                  any notification from the United States Government, or any
                  judicial statement, whether by appealable order, final
                  judgment or otherwise that the terms, conditions, or
                  performance of obligations hereunder are inconsistent with the
                  terms of the Telecommunications Act of 1996 or other
                  applicable laws.

         13.9     This Agreement and matters connected to the performance
                  thereof shall be construed, interpreted, applied and governed
                  in all respects in accordance with the laws of the State of
                  Colorado.

         13.10    This Agreement, appendices and any schedule attached hereto,
                  when initialed or signed by both parties, contain the complete
                  and exclusive statement of the agreement between the parties,
                  and supersedes all prior and contemporaneous agreements,
                  understandings, proposals, negotiations, representations or
                  warranties of any kind whether oral or written with respect to
                  the subject matter hereof. No oral or written representation
                  that is not expressly contained in this Agreement is binding
                  on U S West or LICENSEE.



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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the dates set forth below.

U S WEST                                LICENSEE
Accepted By:                            Accepted By:

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


----------------------------------      --------------------------------------
Name                                    Name

     V.P. Internet Services                  V.P. Sales & Marketing
----------------------------------      --------------------------------------
Title                                   Title


       6/22/98                               6/24/98
----------------------------------      --------------------------------------
Date                                    Date


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