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                                                                     EXHIBIT 4.1

                      TANGRAM ENTERPRISE SOLUTIONS, INC.

               STATEMENT OF DESIGNATIONS, PREFERENCES AND RIGHTS
                  OF THE SERIES F CONVERTIBLE PREFERRED STOCK

                        Pursuant to Section 1522 of the
         Business Corporation Law of the Commonwealth of Pennsylvania


         Tangram Enterprise Solutions, Inc., a corporation organized and
existing under the laws of the Commonwealth of Pennsylvania, does hereby certify
that, pursuant to the authority conferred upon the Corporation's Board of
Directors (the "Board") by Article 5 of these Articles of Incorporation of the
Corporation, which authorized 2,000,000 shares of Preferred Stock of the
Corporation, $.01 par value per share ("Preferred Stock"), and pursuant to the
provisions of the Pennsylvania Business Corporation Law of 1988, as amended (the
"PBCL"), the Board of Directors, at a duly called meeting held on February 19,
2001, has duly adopted resolutions providing for the issuance of up to 3,000
shares of Series F Convertible Preferred Stock and setting forth the voting
powers, designations, preferences and relative, participating, optional and
other special rights, and the qualifications, limitations and restrictions
thereof, which are as follows:

     1.  Designation of the Series. The shares of such series of preferred stock
         -------------------------
shall be designated as "Series F Convertible Preferred Stock" (the "Series F
Preferred Stock") and the number of shares constituting such series shall be
3,000. The par value of the Series F Preferred Stock shall be $.01 per share and
the issuance price of the Series F Preferred Stock shall be $1,000 per share
(the "Purchase Price").

     2.  Dividends.
         ---------

         2.1  Accrual of Dividends. The holders of the then outstanding shares
              --------------------
of Series F Preferred Stock shall be entitled to receive, out of funds legally
available therefor, cumulative quarterly dividends when and as if they may be
declared by the Board at a rate per share equal to two percent (2%) per quarter
of the Purchase Price. The amount of such dividend shall be compounded daily
such that if the dividend is not paid for such day, the unpaid amount shall be
added to the original Purchase Price for purposes of calculating succeeding
days' dividends. Such dividends shall accrue on the Series F Preferred Stock
commencing on the date of original issuance thereof and be cumulative, whether
or not earned or declared and whether or not there are profits, surplus or other
funds of the Corporation legally available for the payment of dividends. If such
cumulative dividends in respect of any prior or current daily dividend period
shall not have been declared and paid or if there shall not have been a sum
sufficient for the payment thereof set apart, the deficiency shall first be
fully-paid before any dividend or other distribution shall be paid or declared
and set apart with respect to any class of the Corporation's capital stock, now
or hereafter outstanding. All numbers relating to the calculation of dividends

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pursuant to this Section 2.1 shall be subject to appropriate adjustment whenever
there shall occur a stock split, combination, reclassification or other similar
event involving or affecting a change in the Corporation's capital structure.

         2.3  Dividends In Kind. Notwithstanding anything to the contrary
              -----------------
contained herein, in the event the Corporation shall make or Issue, or shall fix
a record date for the determination of holders of the Corporation's Common Stock
("Common Stock") entitled to receive, a dividend or other distribution with
respect to the Common Stock payable in (i) securities of the Corporation other
than shares of Common Stock or (ii) assets, then, and in each such event, the
holders of Series F Preferred Stock shall receive, at the same time such
distribution is made with respect to Common Stock, the number of securities or
other such assets of the Corporation which such holders would have received had
their shares of Series F Preferred Stock been converted into Common Stock, in
the manner hereinafter set forth, immediately prior to the record date for
determining holders of Common Stock entitled to receive such distribution.

         2.4  Restrictions On Distributions. Except to the extent that in any
              -----------------------------
instance approval is provided in writing by the Majority Interest of the holders
of the outstanding shares of Series F Preferred Stock, for so long as any shares
of Series F Preferred Stock are outstanding the Corporation shall not declare or
pay any dividends on, or purchase, redeem, retire, or otherwise acquire for
value, any shares of its capital stock (or rights, options or warrants to
purchase such shares) now or hereafter outstanding, return any capital or make
any distribution to the holders of any capital stock, or permit any Subsidiary
(as defined below) to do any of the foregoing, except as set forth in these
Articles of Incorporation in connection with the Series F Preferred Stock.
"Subsidiary" or "Subsidiaries" means any corporation, partnership, or joint
venture or other entity of which the Corporation and/or any of its other
Subsidiaries (as herein defined) directly or indirectly owns at the time at
least fifty percent (50%) of the outstanding voting shares or similar interests.
Notwithstanding the foregoing, Subsidiaries may declare and make payment of cash
and stock dividends, return capital and make distributions of assets to the
Corporation, and nothing contained in the foregoing shall prevent the
Corporation from: (i) effecting a stock split or declaring or paying any
dividend consisting of shares of any class of capital stock paid to the holders
of shares of such class of capital stock, subject to the provisions of these
Articles of Incorporation; (ii) complying with any specific provision of the
terms of any currently or subsequently designated series of Preferred Stock in
accordance with its terms; (iii) redeeming or repurchasing any stock of a
deceased shareholder out of proceeds of insurance held by the Corporation on
that shareholder's life; or (iv) redeeming or repurchasing any stock of any
director, officer, employee, advisor, consultant or other person or entity,
pursuant to a stock repurchase agreement, stock restriction agreement or other
similar agreement under which the Corporation has the right or obligation to
repurchase such shares in the event of death, termination of employment or of
the consulting arrangement, or other similar discontinuation of a business
relationship.

     3.  Liquidation, Dissolution and Winding Up.
         ---------------------------------------

         3.1 Treatment at Liquidation, Dissolution or Winding Up.
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               3.1.1  Liquidation Preference. In the event of any liquidation,
                      ----------------------
dissolution or winding up of the Corporation, whether voluntary or involuntary,
or in the event of its insolvency, the holders of each share of Series F
Preferred Stock shall be entitled to be paid out of the assets of the
Corporation available for distribution to holders of the Corporation's capital
stock of all classes, whether such assets are capital, surplus or earnings
("Available Assets"), before any distribution or payment is made to any holders
of Common Stock or any other class or series of capital stock of the Corporation
designated to be junior to the Series F Preferred Stock in liquidation
preference (collectively, "Junior Stock"), an amount (the "Liquidation
Preference") equal to: (i) an amount per share of Series F Preferred Stock equal
to the Purchase Price plus all accrued but unpaid dividends on such Series F
Preferred Stock, if such amount plus the amount which should be payable to the
holders of the shares of Series F Preferred Stock pursuant to Section 3.1.2
below (assuming that the distribution to such holders was made pursuant to this
clause (i)) is greater than such amount per share of Series F Preferred Stock as
would have been payable had each share of Series F Preferred Stock been
converted into Common Stock immediately prior to such liquidation, dissolution
or winding up (the "Conversion Amount"), and otherwise (ii) the Conversion
Amount. If, upon liquidation, dissolution or winding up of the Corporation, the
Available Assets shall be insufficient to pay the holders of Series F Preferred
Stock the full amounts to which such holders otherwise would be entitled, the
holders of Series F Preferred Stock shall share ratably in any distribution of
Available Assets pro rata in proportion to the respective liquidation preference
amounts which would otherwise be payable upon liquidation with respect to the
outstanding shares of the Series F Preferred Stock if all liquidation preference
dollar amounts with respect to such shares were paid in full.

               3.1.2  Participation Rights. After payment of all liquidation
                      --------------------
preference amounts to all holders of Preferred Stock pursuant to Section 3.1.1
above but only if such payment was made pursuant to clause (i) of Section 3.1.1,
the entire remaining Available Assets, if any, shall be distributed among the
holders of Common Stock, Series F Preferred Stock and any other class or series
of Preferred Stock entitled to participate with the Common Stock in a
liquidating distribution, in proportion to the shares of Common Stock then held
by them and the shares of Common Stock which they then have the right to acquire
upon conversion of such shares of Preferred Stock held by them.

         3.2  Treatment of Reorganization.
              ---------------------------

               3.2.1  Transaction Payment. Within five (5) business days after
                      -------------------
receipt of an Event Notice, pursuant to Section 5.2.3 below, a Majority Interest
of the holders of the shares of Series F Preferred Stock may provide the
Corporation with written notice of its election to treat the Liquidity Event as
a liquidation, dissolution or winding up of the Corporation in which case the
Corporation and each holder of shares of Series F Preferred Stock shall require
that prior to or concurrent with consideration from any such transaction being
paid to the Corporation (if the consideration is to be received by the
Corporation in an asset transaction) or by any third party to other shareholders
of the Corporation (if the consideration is to be received directly by the
shareholders in a merger or stock purchase transaction), a payment (the
"Transaction Payment") shall be made to the holders of the shares of Series F
Preferred Stock

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equal to the amount that the holders of shares of Series F Preferred Stock would
have received had the entire consideration in the transaction with respect to a
Liquidity Event involving the sale of all or substantially all of the assets of
the Corporation, net of any liabilities of the Corporation not assumed or
otherwise paid by the acquiring entity including, without limitation, taxes,
fees and expenses arising in connection with such transaction, been deemed
Available Assets for distribution to the shareholders of the Corporation upon
liquidation pursuant to Section 3.1 hereof.

               3.2.2  Partial Sale or Transfer. If the Liquidity Event involves
                      ------------------------
the sale or transfer of fewer than all of the shares or assets of the
Corporation, the aggregate consideration shall be appropriately increased as if
all of the shares or assets had been sold (such amount to be calculated to
reflect, in a partial asset sale, the value of assets and liabilities not
transferred and in a partial sale of the shares or assets of the Corporation,
the value of the shares not transferred, including with respect to the shares of
Series F Preferred Stock, their rights and priorities established herein).

               3.2.3  Payment of Transaction Payment. Except as provided in the
                      ------------------------------
immediately succeeding sentence, the Transaction Payment shall be paid in cash.
If securities of the acquiring entity are Issued to the holders of the
Corporation's Common Stock in the Liquidity Event (the "Acquiring Stock"), the
Transaction Payment shall be paid in such portions of cash and Acquiring Stock
as shall be determined by the Majority Interest of the holders of the shares of
Series F Preferred Stock, in their sole discretion. The Acquiring Stock utilized
to make the Transaction Payment, if any, shall have the same rights, preferences
and restrictions (including whether the issuance or sale of such Acquiring Stock
is registered or entitled to registration rights under the Securities Act of
1933, as amended), and shall have an equivalent value for purposes of
determining the number of shares required to be Issued hereunder, as the
Acquiring Stock Issued to the holders of the Corporation's Common Stock in the
Liquidity Event. If the Acquiring Stock is valued by the parties to the
Liquidity Event, the value so agreed upon shall control for purposes of
determining that amount of the entire consideration in the transaction, the
Transaction Payment and the payments thereof. If the Acquiring Stock is not so
valued, the value determined in good faith by the Board as the fair value of
such stock shall control for purposes of determining the amount of the entire
consideration in the transaction, the Transaction Payment and the payment
thereof. Upon the payment in full of the Transaction Payment, shares of Series F
Preferred Stock shall be deemed retired and no longer outstanding and the
holders of shares of Series F Preferred Stock shall not be entitled to any
further rights in respect therein.

  4.      Voting Rights. In addition to the specific voting rights provided
          -------------
herein, each holder of Series F Preferred Stock shall be entitled to vote
together with the Common Stock and all other series and classes of stock
permitted to vote with the Common Stock on all matters submitted to a vote of
the holders of Common Stock (including election of directors) in accordance with
the provisions of this Section 4, except with respect to matters in respect of
which one or more other classes of capital stock of the Corporation is entitled
to vote as a separate class under the PBCL or the provisions of these Articles
of Incorporation. Each holder of Series F Preferred Stock shall be entitled to
notice of any shareholders' meeting in accordance with the bylaws of the
Corporation at the same time and in the same manner as notice is given to

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all other shareholders entitled to vote at such meetings. For each vote in which
holders of Series F Preferred Stock are entitled to participate, the holder of
each share of Series F Preferred Stock shall be entitled to that number of votes
per share to which such holder would have been entitled had such share of Series
F Preferred Stock then been converted into shares of Common Stock pursuant to
the provisions of Section 5.1.1 hereof, at the record date for the determination
of those holders entitled to vote on such matters or, if no such record date is
established, at the date such vote is taken or any written consent of
shareholders is solicited.

     5.   Conversion. The holders of Series F Preferred Stock shall have the
          ----------
following rights and be subject to the following obligations with respect to the
conversion of such shares into shares of Common Stock.

          5.1  Right to Convert Series F Preferred Stock.
               -----------------------------------------

               5.1.1 Subject to and in compliance with the provisions of this
Section 5, each share of Series F Preferred Stock may, at the option of the
holder thereof, be converted at any time and from time to time into fully-paid
and non-assessable shares of Common Stock. The number of shares of Common Stock
which a holder of Series F Preferred Stock shall be entitled to receive upon
conversion shall be equal to the product obtained by multiplying (i) the number
of shares of Series F Preferred Stock being converted at any time by (ii) the
rate (the "Conversion Rate") equal to the quotient obtained by dividing the
Purchase Price by the Conversion Price. The initial "Conversion Price," subject
to adjustment in accordance with this Section 5.1, shall be $2.00.

               5.1.2 Such rights of conversion shall be exercised by the holder
of Series F Preferred Stock by giving written notice that such holder elects to
convert a stated number of shares of Series F Preferred Stock into shares of
Common Stock and by surrendering the certificate or certificates for the shares
of Series F Preferred Stock to be converted to the Corporation at its principal
office (or such other office or agency of the Corporation as the Corporation may
designate by notice in writing to the holders of shares of Series F Preferred
Stock) at any time during its usual business hours on the date set forth in such
notice, together with a statement of the name or names (with address) in which
the certificate or certificates for the shares of Common Stock shall be Issued.

          5.2  Anti-Dilution Adjustments.
               -------------------------

               5.2.1 Adjustment of Price Upon Issuance of Shares of Common
                     -----------------------------------------------------
                     Stock.
                     -----
Except as provided in Section 5.2.2 while there are any shares of Series F
Preferred Stock outstanding, if and whenever the Corporation shall Issue, or is,
in accordance with Sections 5.2.1(1) through 5.2.1(7) below, deemed to have
Issued, any shares of Common Stock for no consideration or a consideration per
share less than the Conversion Price in effect immediately prior to the time of
such Issuance or, as to Common Stock Equivalents, Net Consideration Per Share
less than the Conversion Price in effect immediately prior to the time of such
Issuance, then, forthwith upon such Issue or sale, the Conversion Price shall be
reduced to the price determined by multiplying such Conversion Price by the
following fraction:

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                              N(0) + N(1)
                              ---------------
                              N(0) + N(2)

          Where:

          N(0) = the number of shares of Common Stock outstanding immediately
prior to the Issuance of such additional shares of Common Stock or Common Stock
Equivalents (calculated on a Fully-Diluted Basis (as defined below)).

          N(1) = the number of shares of Common Stock which the aggregate
consideration, if any, (including the Net Consideration Per Share with respect
to the issuance of Common Stock Equivalents) received or receivable by the
Corporation for the total number of such additional shares of Common Stock so
Issued or deemed to be Issued would purchase at the Conversion Price in effect
immediately prior to such issuance.

          N(2) = the number of such additional shares of Common Stock so Issued
or deemed to be Issued.

          The provisions of this Section 5.2.1 may be waived as to all shares of
Series F Preferred Stock in any instance upon the written agreement of the
holders of a Majority Interest of the outstanding shares of Series F Preferred
Stock.

          For purposes of this Section 5.2.1, the following Sections 5.2.1(1)to
5.2.1(7)shall also be applicable:

          (1) Issuance of Common Stock Equivalent, Expiration of Common Stock
              ---------------------------------------------------------------
Equivalents. For the purposes of this Section 5.2.1(1), the Issuance of any
-----------
Common Stock Equivalents shall be deemed an Issuance of shares of Common Stock.
Any obligation, agreement or undertaking to Issue Common Stock Equivalent at any
time in the future shall be deemed to be an Issuance of shares of Common Stock
at the time such obligation, agreement or undertaking is made or arises. If, as,
and when such Common Stock Equivalent expires or is canceled without being
exercised, the Conversion Price effective immediately upon such cancellation or
expiration shall be equal to the Conversion Price that would have been in effect
(a) had the expired or canceled Common Stock Equivalent not been Issued, and (b)
had the adjustments made to the Conversion Price since the date of Issuance of
such Common Stock Equivalent been made to the Conversion Price which would have
been in effect had the expired or canceled Common Stock Equivalent not been
Issued.

          (2) Change in Net Consideration Per Share of Common Stock Equivalents.
              -----------------------------------------------------------------
Should the Net Consideration Per Share of any such Common Stock Equivalents be
decreased from time to time other than as a result of the application of anti-
dilution provisions substantially similar to the provisions of this Section 5.2,
then, commencing upon, and with respect to, a conversion occurring after the
effectiveness of each such change, the Conversion

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Price will be that which would have been obtained (a) had the adjustments made
pursuant to Section 5.2.1 upon the Issuance of such Common Stock Equivalents
been made upon the basis of the new Net Consideration Per Share of such
securities, and (b) had the adjustments made to the Conversion Price since the
date of issuance of such Common Stock Equivalent been made to such Conversion
Price as adjusted pursuant to clause (a) above.

          (3) Net Consideration Per Share. The "Net Consideration Per Share"
              ---------------------------
which shall be receivable by the Corporation for any shares of Common Stock
Issued upon the exercise or conversion of any Common Stock Equivalents shall
mean the amount equal to the total amount of consideration, if any, received by
the Corporation for the issuance of such Common Stock Equivalents, plus the
amount of consideration, if any, payable to the Corporation upon exercise or
conversion thereof, divided by the aggregate number of shares of Common Stock
that would be used if such Common Stock Equivalents were exercised, exchanged or
converted assuming satisfaction of all vesting or similar requirements and
achievements of all thresholds or other criteria which would increase the number
of shares of Common Stock ultimately issuable upon exercise, exchange or
conversion..

          (4) Allocations. In case the Corporation shall make any allocation or
              -----------
other distribution upon any share of the Corporation payable in shares of Common
Stock (except for allocations or distributions upon the shares of Common Stock
or the shares of Series F Preferred Stock) or Common Stock Equivalent, any
shares of Common Stock or Common Stock Equivalents, as the case may be, Issuable
in payment of such allocation or distribution shall be deemed to have been
Issued or sold for a consideration of $.001.

          (5) Consideration for Shares. In case any shares of Common Stock or
              ------------------------
Common Stock Equivalents shall be Issued or sold for cash, the consideration
received therefor shall be deemed to be the amount received by the Corporation
therefor, without deduction therefrom of any expenses incurred or any
underwriting commissions or concessions paid or allowed by the Corporation in
connection therewith. In case any shares of Common Stock or Common Stock
Equivalents shall be Issued or sold for a consideration other than cash, the
amount of the consideration other than cash received by the Corporation shall be
deemed to be the fair value of such consideration as determined in good faith by
the Board, without deduction of any expenses incurred or any underwriting
commissions or concessions paid or allowed by the Corporation in connection
therewith. In case Common Stock Equivalent shall be Issued in connection with
the Issue and sale of other securities of the Corporation, together comprising
one integral transaction in which no special consideration is allocated to such
Common Stock Equivalents by the parties thereto, such Common Stock Equivalents
shall be deemed to have been Issued for such consideration as determined in good
faith by the Board.

          (6) Record Date. In case the Corporation shall establish a record date
              -----------
with respect to the holders of its shares of Common Stock for the purpose of
entitling them (i) to receive an allocation or other distribution payable in
shares of Common Stock or Common Stock Equivalents or (ii) to subscribe for or
purchase shares of Common Stock or Common Stock Equivalents, then such record
date shall be deemed to be the date of the Issuance of the shares of Common
Stock deemed to have been Issued upon the declaration of such

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dividend or the making of such other distribution or the date of the granting of
such right of subscription or purchase, as the case may be.

          (7) Exceptions to Anti-Dilution Adjustments; Basket for Reserved
              ------------------------------------------------------------
Employee Shares. The anti-dilution adjustments set forth in this Section 5.2.1
---------------
shall not apply under any of the circumstances contemplated in Section 5.2.2
hereof. Further, this Section 5.2.1 shall not apply with respect to the (i)
Issuance or sale of Common Stock or Common Stock Equivalents to purchase or
otherwise obtain shares of Common Stock, to directors, employees and consultants
of the Corporation or any Subsidiary pursuant to any qualified or non-qualified
option plan or agreement, purchase plan or agreement, restriction agreement,
employee ownership plan, consulting agreement, or such other options, Issuances,
arrangements, agreements, or plans intended principally as a means of providing
compensation for employment or services provided that in each such case such
plan, agreement, or other arrangement or Issuance is approved by the Board, (ii)
conversion or exercise of currently outstanding convertible or exercisable
securities or other Common Stock Equivalents Issued on the date of original
Issuance of the shares of Series F Preferred Stock, (iii) the Issuance of any
shares which are Issued pursuant to the exercise or conversion of any Common
Stock Equivalents, or (iv) 3,000,000 shares of Common Stock to be issued
pursuant to the Asset Purchase Agreement, dated February 13, 2001, by and among
the Corporation, Axial Technology Holding AG and Wyzdom Solutions, Inc..

          5.2.2     Adjustment Upon Extraordinary Common Stock Event. Upon the
                    ------------------------------------------------
happening of an Extraordinary Common Stock Event (as hereinafter defined), the
Conversion Price of each share of Series F Preferred Stock shall, simultaneously
with the happening of such Extraordinary Common Stock Event, be adjusted by
multiplying such Conversion Price by a fraction, the numerator of which shall be
the shares of Common Stock outstanding immediately prior to such Extraordinary
Common Stock Event and the denominator of which shall be the number of shares of
Common Stock outstanding immediately after such Extraordinary Common Stock
Event, and the product so obtained shall thereafter be the Conversion Price of
the Series F Preferred Stock, which, as so adjusted, shall be readjusted in the
same manner upon the happening of any successive Extraordinary Common Stock
Event or Events. An "Extraordinary Common Stock Event" shall mean (i) the issue
of additional shares of Common Stock as a dividend or other distribution on
outstanding shares of Common Stock, (ii) a subdivision of outstanding shares of
Common Stock, or (iii) a combination or reverse stock split of outstanding
shares of Common Stock into a smaller number of shares of Common Stock.

          5.2.3     Liquidity Event; Reorganization or Reclassification. At
                    ---------------------------------------------------
least ten (10) business days prior to the consummation of a Liquidity Event,
reorganization or reclassification of the shares of the Corporation, the
Corporation and the other holders of shares to the extent a party to such event
shall provide the holders of the shares of Series F Preferred Stock written
notice of such event (the "Event Notice"). If any Liquidity Event, capital
reorganization or reclassification of the shares of the Corporation shall be
effected in such a way that holders of shares of Common Stock shall be entitled
to receive shares, securities or assets with respect to or in exchange for
shares of Common Stock, then, as a condition of such Liquidity Event,
reorganization or reclassification, lawful and adequate provisions shall be made

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whereby each holder of shares of Series F Preferred Stock shall thereupon have
the right to receive, upon the basis and upon the terms and conditions specified
herein and in lieu of the shares of Common Stock immediately theretofore
receivable upon the conversion of such shares of Series F Preferred Stock, such
shares, securities or assets as may be Issued or payable with respect to or in
exchange for a number of outstanding shares of Common Stock equal to the number
of shares of Common Stock immediately theretofore receivable upon such
conversion had such Liquidity Event, reorganization or reclassification not
taken place, and in any such case appropriate provisions shall be made with
respect to the rights and interests of such holder to the end that the
provisions hereof (including, without limitation, provisions for adjustments of
the Conversion Price) shall thereafter be applicable, as nearly as may be, in
relation to any shares, securities or assets thereafter deliverable upon the
exercise of such conversion rights. In the case of a transaction to which both
this Section 5.2.3 and Section 3.2 hereof apply, the Majority Interest of the
outstanding shares of Series F Preferred Stock shall have the option to elect
treatment for the shares of Series F Preferred Stock under either this Section
5.2.3 or under Section 3.2.1, notice of which election shall be submitted in
writing to the Corporation at its principal office no later than five (5)
business days after receipt of the Event Notice.

          5.2.4     Notice of Adjustment. Upon any adjustment of the Conversion
                    --------------------
Price, then in each such case the Corporation shall give written notice thereof,
by delivery in person, certified or registered mail, return receipt requested,
telecopier, or telex, addressed to each holder of shares of Series F Preferred
Stock at the address of such holder as shown on the books of the Corporation,
which notice shall state the Conversion Price resulting from such adjustment,
setting forth in reasonable detail the method upon which such calculation is
based.

          5.2.5     Issue Tax. The issuance of certificates for shares of Common
                    ---------
Stock upon conversion of shares of Series F Preferred Stock shall be made
without charge to the holders thereof for any issuance tax in respect thereof,
provided that the Corporation shall not be required to pay any tax that may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the shares of Series F
Preferred Stock which is being converted.

          5.2.6     Closing of Books. The Corporation will at no time close its
                    ----------------
transfer books against the transfer of any shares of Series F Preferred Stock or
of any shares of Common Stock Issued or Issuable upon the conversion of any
shares of Series F Preferred Stock in any manner which interferes with the
timely conversion of such shares of Series F Preferred Stock, except as may
otherwise be required to comply with applicable securities or tax laws.

          5.2.7     Fractional Shares; Distributions; Partial Conversion. No
                    ----------------------------------------------------
fractional shares of Common Stock shall be Issued upon conversion of shares of
Series F Preferred Stock into shares of Common Stock and no payment or
adjustment shall be made upon any conversion on account of any cash
distributions on the shares of Common Stock Issued upon such conversion. In case
the number of shares of Series F Preferred Stock represented by the certificate
or certificates surrendered pursuant to Section 5.1 exceeds the number of shares
of Series F Preferred Stock converted, the Corporation shall, upon such
conversion, execute and deliver to the holder, at the expense of the
Corporation, a new certificate or certificates for the number of shares of
Series F Preferred Stock represented by the certificate or certificates

                                      -9-
<PAGE>

surrendered that are not to be converted. If any fractional shares of Common
Stock would, except for the provisions of the first sentence of this Section
5.2.7, be delivered upon such conversion, the Corporation, in lieu of delivering
such fractional share, shall pay to the holder surrendering the shares of Series
F Preferred Stock for conversion an amount in cash equal to the current market
price of such fractional share as determined in good faith by the Board of the
Corporation.

          5.3  Conversion Issuance Limit - Prohibition. Notwithstanding anything
               ---------------------------------------
to the contrary herein, in no event shall the Conversion Price be reduced to an
amount such that the number of shares of Common Stock thereafter issuable upon
conversion of the Series F Preferred Stock (together with any shares of Common
Stock previously issued pursuant to the conversion of shares of Series F
Preferred Stock) would be equal to or greater than 3,281,110 shares of Common
Stock (as adjusted for any stock splits, stock dividends or other
recapitalizations) (the "Conversion Issuance Limit"), unless the Nasdaq
marketplace rules (Rule 4300 and 4400 Series) then in effect (i) would permit
such an issuance in excess of the Conversion Issuance Limit to occur, or (ii)
would permit such an issuance in excess of the Conversion Issuance Limit to
occur upon receipt of the approval of the Corporation's shareholders, and such
approval is obtained.

          5.4  Conversion Issuance Limit - Consent. If the Corporation at any
               -----------------------------------
time or from time to time desires to Issue (or in accordance with Sections
5.2.1(1) through 5.2.1(7) above would if such transaction were contemplated, be
deemed to have Issued) any shares of Common or Common Stock Equivalents as a
result of which the Conversion Price would, but for Section 5.3 above, be
reduced to an amount such that the number of shares of Common Stock thereafter
issuable upon conversion of the Series F Preferred Stock (together with any
shares of Common Stock previously issued pursuant to the conversion of shares of
Series F Preferred Stock) would be equal to or greater than the Conversion
Issuance Limit, then the Corporation shall first give written notice thereof to
the holders of the Series F Preferred Stock, and request that such holders
consent to any such Issue (or deemed Issue) (the "Issuance Notice"). In the
event that a Majority Interest of the holders of the Series F Preferred Stock
shall give such consent to Corporation in writing within five (5) business days
of the holders of the Series F Preferred Stock's receipt of the Issuance Notice,
and the Corporation shall consummate such Issue, then the all accrued but unpaid
dividends on the Series F Preferred Stock as of the date thereof shall be
immediately declared and paid to the holders of the Series F Preferred Stock and
all subsequent dividends on the Series F Preferred Stock shall be declared and
paid in cash semi-annually (on each six and twelve month anniversary from the
date of issuance) to the holders of the Series F Preferred Stock. In the event
that a Majority Interest of the holders of the Series F Preferred Stock do not
so consent within such five (5) business day period above, then the Corporation
may not consummate such Issue. All notices in this Section 5.4 shall be hand-
delivered or delivered by nationally recognized overnight courier.

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<PAGE>

     6.   Restrictions and Limitations on Corporate Action. As long as any of
          ------------------------------------------------
the shares of Series F Preferred Stock are outstanding, the holders of Series F
Preferred Stock shall vote as a separate voting group on, and the affirmative
vote of the Majority Interest of the holders of the Series F Preferred Stock
then outstanding (whether by written consent or by a duly called meeting) shall
be required to authorize, any action by the Corporation or its Subsidiaries
which would:

          6.1  in any manner (A) authorize, create, amend or Issue any class or
series of capital stock ranking, either as to payment of dividends, distribution
of assets upon liquidation or otherwise, or redemption, prior to or on parity
with the Series F Preferred Stock or (B) authorize, create, amend or Issue any
shares of any class or series or any bonds, debentures, notes or other
obligations convertible into or exchangeable for, or having optional rights to
purchase, any shares having any such priority or on parity with the Series F
Preferred Stock;

          6.2  in any manner alter or change the designation or the powers,
preferences or rights or the qualifications, limitations or restrictions of the
Series F Preferred Stock;

          6.3  reclassify shares of Common Stock, or any other shares of any
class or series of capital stock hereinafter created junior to the Series F
Preferred Stock into shares of any class or series of capital stock ranking,
either as to payment of dividends, distribution of assets upon liquidation or
otherwise, or redemption, prior to or on a parity with the Series F Preferred
Stock;

          6.4  increase the authorized number of shares of Series F Preferred
Stock, issue additional shares of Series F Preferred Stock or authorize any
other class or series of capital stock of the Corporation or its Subsidiaries;

          6.5  result in any material change in the nature of the business
engaged in by the Corporation;

          6.6  create, authorize, reserve or involve the issuance of shares of
Common Stock which in the aggregate exceeds 3,323,700 in connection with Common
Stock Equivalents hereafter issued to officers, employees, directors or
consultants of the Corporation pursuant to any plan, agreement or other
arrangements, including without limitation, options granted pursuant to the
Corporation's 1998 Stock Option Plan, the Corporation's Stock Option Plan for
Directors and the Corporation's 1997 Equity Compensation Plan adopted by the
Corporation on May 21, 1997 each as amended or restated from time to time;

          6.7  result in the redemption, repurchase or other acquisition by the
Corporation of capital stock or other securities of the Corporation or its
Subsidiaries, except for (i) redemption of the Series F Preferred Stock as set
forth in these Articles of Incorporation and (ii) repurchases or other
acquisitions of capital stock of the Corporation at a purchase price not in
excess of the original purchase price of such capital stock, from employees of
the Corporation upon such employees' termination of employment from the
Corporation pursuant to the terms

                                       11
<PAGE>

and conditions of agreements which provide the Corporation the right to
repurchase such capital stock upon such termination of employment;

          6.8  result in (i) any liquidation, dissolution, winding-up or similar
transaction of the Corporation or its Subsidiaries, (ii) a sale of all or
substantially all of the assets of the Corporation or its Subsidiaries or a
merger, consolidation, sale of capital stock or other transaction in which the
holders of capital stock of the Corporation and its Subsidiaries, in the
aggregate, immediately prior to such transaction will hold, immediately after
such transaction, less than 50% of the aggregate voting power of outstanding
capital stock of the surviving company, or (iii) any acquisition by the
Corporation or its Subsidiaries of another corporation or other business entity,
or the assets thereof, in which the aggregate consideration paid, or to be paid,
by the Corporation equals or exceeds $10,000,000 (including, without limitation,
all assumed debt, all cash payments, and the fair market value of all securities
or other property issued as consideration);

          6.9  result in the creation of indebtedness of the Corporation or its
Subsidiaries, including, without limitation, any loan agreement, promissory note
(or other evidence of indebtedness), mortgage, security agreement or lease, such
that after such transaction the aggregate indebtedness of the Corporation and
its Subsidiaries to all parties would exceed $3,500,000 (other than indebtedness
relating to that certain lease under the Master Equipment Lease Agreement dated
July 23, 1997 by and between the Corporation and Triangle Technology Leasing);
or

          6.10 that would in any way amend, alter, restate or otherwise change
these Articles of Incorporation or the Bylaws of the Corporation, or the
organizational documents of the Corporation's Subsidiaries.

     7.   Redemption.
          ----------

          7.1  Commencing at any time on or after February 20, 2003, upon at
least 30 days prior written notice by the Corporation to the holders of the
Series F Preferred Stock (the "Redemption Notice"), the Corporation may, to the
extent it may lawfully do so, redeem all of the shares of Series F Preferred
Stock as of the date set forth in the Redemption Notice (the "Redemption Date"),
by paying in cash therefor on such Redemption Date a sum per share equal to one
hundred three percent (103%) of the Purchase Price (as appropriately adjusted
for splits, combinations, dividends or similar transactions) plus all accrued
but unpaid dividends on the Series F Preferred Stock (the total amount of such
payment is hereafter referred to collectively, as the "Redemption Price").

          7.2  Except as provided herein, on or after the Redemption Date, the
holders of the Series F Preferred Stock shall surrender to the Corporation the
certificate or certificates representing such shares and thereupon the
Redemption Price of such shares shall be immediately payable and shall be
immediately paid to the order of the person whose name appears on such
certificate or certificates as the owner thereof and each surrendered
certificate shall be canceled.


                                       12
<PAGE>

          7.3  From and after the Redemption Date, unless there shall have been
a default in payment of the Redemption Price, all rights of the holders of
shares of Series F Preferred Stock (except the right to receive the Redemption
Price without interest upon surrender of their certificate or certificates)
shall cease with respect to such shares at such time, and such shares shall not
thereafter be transferred on the books of the Corporation or be deemed to be
outstanding for any purpose whatsoever.

     8.   No Dilution or Impairment.  The Corporation will not, by amendment of
          -------------------------
its Articles of Incorporation or through any reorganization, transfer of capital
stock or assets, consolidation, merger, dissolution, Issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of the Series F Preferred Stock set forth
herein, but will at all times in good faith assist in the carrying out of all
such terms.  Without limiting the generality of the foregoing, the Corporation
(a) will not increase the par value of any shares of stock receivable on the
conversion of the Series F Preferred Stock above the Purchase Price, and (b)
will take such action as may be necessary or appropriate in order that the
Corporation may validly and legally Issue fully-paid and nonassessable shares of
stock on the conversion of all Series F Preferred Stock from time to time
outstanding.

     9.   Notices of Record Date.  In the event of (a) any taking by the
          ----------------------
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividends or other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of capital stock of any class or any other
securities or property, or to receive any other right; (b) any capital
reorganization of the Corporation, any reclassification or recapitalization of
the capital stock of the Corporation, any merger or consolidation of the
Corporation, or any transfer of all or substantially all of the assets of the
Corporation to any other corporation, or any other entity or person; or (c) any
voluntary or involuntary dissolution, liquidation or winding up of the
Corporation; then and in each such event the Corporation shall mail or cause to
be mailed to each holder of Series F Preferred Stock a notice specifying (i) the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right and a description of such dividend, distribution or right,
(ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding up is expected to become effective, and (iii) the time, if any, that is
to be fixed, as to when the holders of record of Common Stock (or other
securities) shall be entitled to exchange their shares of Common Stock (or other
securities) for securities or other property deliverable upon such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding up.  Such notice shall be mailed by
first class mail, postage prepaid, at least fifteen (15) days prior to the date
specified in such notice on which action is being taken.

     10.  Status of Converted or Repurchased Series F Preferred Stock.  Any
          -----------------------------------------------------------
share or shares of Series F Preferred Stock acquired by the Corporation by
reason of redemption, purchase, conversion or otherwise shall be returned to the
status of authorized but unissued shares of undesignated Series F Preferred
Stock, and may only be reissued in compliance with the provisions of  these
Articles of Incorporation.  Upon the cancellation of all outstanding shares

                                       13
<PAGE>

of Series F Preferred Stock, the provisions of the designation of Series F
Preferred Stock shall terminate and have no further force and effect.

     11.  Definitions.  For purposes of these Articles of Incorporation, the
          -----------
following terms used herein shall have the meanings ascribed below:

          "Acquiring Stock" shall have the meaning set forth in Section 3.2.3
hereof.

          "Affiliates" shall mean any person that is an "affiliate" as defined
in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended, but with respect to Safeguard, neither the Corporation
nor any of its directors and officers, in such capacities, shall be considered
affiliates of Safeguard hereunder.

          "Available Assets" shall have the meaning as set forth in Section
3.1.1

          "Board" shall have the meaning set forth in introductory paragraph of
these Articles of Incorporation.

          "Common Stock" shall have the meaning set forth in Section 2.3 hereof.

          "Common Stock Equivalents" shall mean warrants, options, subscription
or other rights to purchase or otherwise obtain Common Stock and the Issuance of
any securities or other rights convertible into or exchangeable for Common Stock
and the Issuance of any warrants, options, subscription or other rights to
purchase or otherwise obtain such convertible or exchangeable securities.

          "Conversion Price" shall have the meaning as set forth Section 5.1.1
hereof.

          "Conversion Rate" shall have the meaning as set forth in Section 5.1.1
hereof.
         "Corporation" shall mean Tangram Enterprise Solutions, Inc., a
Pennsylvania corporation.

          "Event Notice" shall have the meaning as set forth in Section 5.2.3
hereof.

          "Extraordinary Common Stock Event" shall have the meaning as set forth
in Section 5.2.2 hereof.

          "Fully Diluted Basis" shall mean as to any class of capital stock the
number of shares of such class of capital stock which would then be outstanding,
assuming the exercise or conversion of all then exercisable or convertible
Common Stock Equivalents which, directly or indirectly, on exercise, exchange or
conversion result in the issuance of shares of such class of capital stock,
assuming in each instance that the holder thereof receives the maximum number of
shares of capital stock or securities issuable, directly or indirectly, under
the terms of the respective instrument, assuming satisfaction of all vesting or
similar requirements and

                                       14
<PAGE>

achievements of all thresholds or other criteria which would increase the amount
of capital stock ultimately issuable upon exercise or conversion.

          "Issue" in any of its forms, for the purposes of these Articles of
Incorporation shall mean to sell, grant or otherwise issue in any manner or any
agreement or commitment to do any of the foregoing.

          "Junior Stock" shall have the meaning as set forth in Section 3.1.1
hereof.

          "Liquidity Event" shall mean any acquisition of all or substantially
all of the assets of the Corporation, or transaction or series of transactions
involving the Corporation, or its securities, whether by consolidation, merger,
purchase of shares of capital stock or other reorganization or combination or
otherwise, in which the holders of the Corporation's outstanding shares of
capital stock immediately prior to such transaction own, immediately after such
transaction, securities representing less than fifty percent (50%) of the voting
power of the entity surviving such transaction.

          "Liquidation Preference" shall have the meaning as set forth in
Section 3.1.1

          "Majority Interest" shall mean, with respect to a particular class of
capital stock entitled to vote on a particular matter, the votes of such class
of capital stock representing greater than fifty percent (50%) of the total
number of votes eligible to be cast on the matter being voted on.

          "Net Consideration Per Share" shall have the meaning as set forth in
Section 5.2.1(3) hereof.

          "PBCL" shall have the meaning as set forth in the introductory
paragraph of these Articles of Incorporation.

          "Preferred Stock" shall have the meaning as set forth in the
introductory paragraph of these Articles of Incorporation.

          "Purchase Price" shall have the meaning set forth in Section 1 hereof.

          "Redemption Date" shall have the meaning as set forth in Section 7.1
hereof.

          "Redemption Notice" shall have the meaning as set forth in Section 7.1
hereof.

          "Redemption Price" shall have the meaning as set forth in Section 7.1
hereof.

          "Safeguard" shall mean Safeguard Scientifics, Inc., a Pennsylvania
corporation, and/or any Affiliate.

          "Series F Preferred Stock" shall have the meaning set forth in Section
1 hereof.

                                       15
<PAGE>

          "Subsidiary" and "Subsidiaries" shall have the meaning as set forth in
Section 2.4 hereof.

          "Transaction Payment" shall have the meaning as set forth in Section
3.2.1 hereof.

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