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                                                                    EXHIBIT 10.4


                              CONTINGENT PAYMENT
                              ------------------
                                PROMISSORY NOTE
                                ---------------


$1,500,000.00                                            Raleigh, North Carolina
                                                               February 13, 2001


     FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the
undersigned, Tangram Enterprise Solutions Inc., a Pennsylvania corporation
("Maker"), hereby agrees to pay to Axial Technology Holding AG, a Swiss
registered company, or order ("Payee"), the principal sum of One Million Five
Hundred Thousand Dollars ($1,500,000.00), without interest thereon, subject to
reductions of the principal sum as defined herein.  All sums owing hereunder
shall be paid in lawful money of the United States of America.  This Note is
given in connection with that certain Asset Purchase Agreement dated February
13, 2001, as amended by the First Addendum to the Asset Purchase Agreement dated
as of February 13, 2001 by and among Maker, Payee and Wyzdom Solutions Inc., a
California corporation (the "Purchase Agreement").  Unless otherwise defined
herein, each capitalized herein shall have the same definition as set forth in
the Purchase Agreement.

     In the event that the Asset-Related Revenues exceed the Target Revenue
Amount with respect to the applicable Anniversary Payment Date, installments of
the principal (each an Earnout Payment) shall be due and payable by Maker as
follows: (a) on February 28, 2002, the lesser of (i) five percent (5%) of the
portion of the Asset-Related Revenues in excess of the Target Revenue Amount
generated during the 12 month period ending on the first Anniversary Payment
Date or (ii) $300,000.00; (b) on February 28, 2003, the lessor of (i) five
percent (5%) of the portion of the Asset-Related Revenues in excess of the
Target Revenue Amount generated during the period between the first and the
second Anniversary Payment Date or (ii) $500,000.00; and (c) on February 28,
2004, the lesser of  (i) five percent (5%) of the portion of the Asset-Related
Revenues in excess of the Target Revenue Amount generated during the period
between the second and the third Anniversary payment Date or (ii) $700,000.00.
However, if the average of the daily NASDAQ closing prices of a share of Maker's
common stock during the last 20 consecutive trading days immediately prior to
the applicable Anniversary Payment Date upon which an installment is due and
owing hereunder exceeds $2.00 per share, the Earnout Payment percentage of 5%
stated herein shall be reduced proportionally by 1% for each $1.00 increase in
the stock price above $2.00 per share, as more fully described in the Purchase
Agreement.

     In the event that any installment is not paid within ten (10) days after
the date such installment is due, Maker agrees to pay the installment amount
together with a late payment charge equal to interest thereon from the due date
of such installment until paid in full at the rate of twelve percent (12%) per
annum, compounded monthly; provided that interest hereunder shall not exceed the
maximum rate allowed by law.  Privilege is reserved of Maker paying this Note in
full or in part at any time prior to the installment date without penalty.
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     If Maker shall (a) fail to pay when due any sums payable hereunder; or (b)
file a petition for bankruptcy, make a general assignment for the benefit of
creditors, or apply for the appointment of a receiver, trustee, or custodian,
then Payee may, in its sole discretion, declare all sums owing under this Note
immediately due and payable; provided, however, that if any document related to
this Note provides for automatic acceleration of payment of sums owing
hereunder, all sums owing hereunder shall be automatically due and payable in
accordance with the terms of that document.

     If any attorney is engaged by Payee to enforce or construe any provision of
this Note as a consequence of any default, with or without the filing of any
legal action or proceeding, then Maker shall immediately pay on demand all
attorneys' fees and other costs incurred by Payee, together with interest
thereon from the date of such demand until paid in full at the rate of twelve
percent (12%) per annum, compounded monthly; provided that interest hereunder
shall not exceed the maximum rate allowed by law.

     All statements of account rendered by Payee to the Maker shall be presumed
to be accurate and correct and shall constitute an account stated between Payee
and Maker, unless within ten (10) business days after the verified receipt date
of any such statement of account to Maker's address appearing on Payee's
records, Maker furnishes Payee with a written objection to such statement
specifying the error or errors contained in such statement.

     No previous waiver and no failure or delay by Payee in acting with respect
to the terms of this Note shall constitute a waiver of any breach, default, or
failure of condition pursuant to this Note or the obligations secured thereby.
A waiver of any term of this Note must be made in writing and shall be limited
to the express written terms of such waiver.  In the event of any
inconsistencies between the terms of this Note and the terms of any other
document related to this Note, the terms of this Note shall prevail.

     Each right, power and remedy of Payee as provided for in this Note or now
or hereafter existing at law or in equity or by statute or otherwise shall be
cumulative and concurrent and shall be in addition to every other right, power,
or remedy provided for in this Note or now or hereafter existing at law or in
equity or by statute or otherwise, and the exercise or beginning of the exercise
by the Payee of any one or more of such rights, powers, or remedies shall not
preclude the simultaneous or later exercise by the Payee of any or all such
other rights, powers, or remedies.



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     Maker waives presentment, demand, notice of dishonor, notice of default or
delinquency, notice of acceleration, notice of balloon payment, notice of
protest and nonpayment, notice of costs, expenses or losses and interest
thereon, notice of interest on interest and late charges, and diligence in
taking any action to collect any sums owing under this Note.  Time is of the
essence with respect to every provision hereof.  This Note shall be construed
and enforced in accordance with the laws of the State of North Carolina without
regard to its conflict of law provisions.  Maker hereby consents to the
jurisdiction of the state and federal courts located in Raleigh, North Carolina.
Any action, proceeding or complaint filed or instituted to enforce any
provisions of this Note may be brought in the state or federal courts in
Raleigh, North Carolina.


                                             "MAKER"

                                             Tangram Enterprise Solutions Inc.,
                                             a Pennsylvania corporation


                                             By: /s/ Norman L. Phelps
                                                 ------------------------------
                                                 Norman L. Phelps,
                                                 President and CEO

ATTEST


By: /s/ John N. Nelli
    ---------------------------------
  John N. Nelli,  Assistant Secretary



     (CORPORATE SEAL)

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