UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2000.

or

[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from  to .

Commission File Number 0-15512

ALPNET, Inc.(Exact name of registrant as specified in its charter)

|UTAH                                                              |  | 87-0356708                               
|----------------------------------------------------------------- |  | -----------------------------------------
|(State or other jurisdiction of
incorporation or organization)    |  | (I.R.S. Employer
Identification No.)     
|4460 South Highland Drive, Suite #100,
Salt Lake City, Utah       |  | 84124-3543                               
|(Address of principal executive offices)                          |  | (Zip Code)                               
|Registrant's telephone number, including area code:(801) 273-6600
|Securities registered pursuant to Section 12(b) of the Act:      
|Title of each class                                               |  | Name of each exchange on which registered
|None                                                              |  | None                                     

Securities registered pursuant to Section 12(g) of the Act: Common Stock, No Par Value(Title of Class)

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes X No

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X

Based
on the average bid and ask price of $.61 at March 15, 2001, the aggregate market value of the voting stock held by non-affiliates of the registrant was $16,321,373.

The
number of shares outstanding of the registrant's Common Stock as of March 15, 2001 was 31,733,507.

DOCUMENTS INCORPORATED BY REFERENCE

Listed below are documents from which information is incorporated by reference herein, and the Parts of this Form 10-K into which such incorporation by reference is made:

Definitive
Proxy Statement dated March 27, 2001  Part III of this Form 10-K

---



TABLE OF CONTENTS

|Form 10-K
Item No. |          | Name of Item |                                                                                       | Page
|------------------ | -------- | ------------ | ------------------------------------------------------------------------------------- | ----
|Part I             |          |              |                                                                                       |     
|                   | Item 1.  |              | Business                                                                              |     
|                   | Item 2.  |              | Properties                                                                            |     
|                   | Item 3.  |              | Legal Proceedings                                                                     |     
|                   | Item 4.  |              | Submission of Matters to a Vote of Security Holders                                   |     
|Part II            |          |              |                                                                                       |     
|                   | Item 5.  |              | Market for Registrant's Common Equity and Related Stockholder Matters                 |     
|                   | Item 6.  |              | Selected Financial Data                                                               |     
|                   | Item 7.  |              | Management's Discussion and Analysis of Financial Condition and Results of Operations |     
|                   | Item 7a. |              | Quantitative and Qualitative Disclosures About Market Risk                            |     
|                   | Item 8.  |              | Financial Statements and Supplementary Data                                           |     
|                   | Item 9.  |              | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  |     
|Part III           |          |              |                                                                                       |     
|                   | Item 10. |              | Directors and Executive Officers of the Registrant                                    |     
|                   | Item 11. |              | Executive Compensation                                                                |     
|                   | Item 12. |              | Security Ownership of Certain Beneficial Owners and Management                        |     
|                   | Item 13. |              | Certain Relationships and Related Transactions                                        |     
|Part IV            |          |              |                                                                                       |     
|                   | Item 14. |              | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                      |     
|Signatures         |          | 38          

2

---



PART I

FORWARD LOOKING STATEMENTS

The statements in this Annual Report on Form 10-K that are not based on historical data are forward looking, including for example: information about future sales growth in
various markets in future periods; expected changes in the levels of various expenses, including income taxes; the Company's plans for future investments in new offices, services, or products; and
financing plans and expectations.

Forward
looking statements involve numerous risks and uncertainties that could cause actual results to be materially different from estimated or expected results. Such risks and uncertainties include,
among others, adequate funding for and implementation of the Company's current business plan, fluctuating foreign currency exchange rates, fluctuating gross margins, changing levels of demand for the
Company's services, the effect of constantly changing general economic and political conditions in all of the various countries in which the Company has operations, the impact of competitive services
and pricing, uncertainties caused by clients (including the awarding and timing of projects and changes in the scope of services requested), and other risks and uncertainties that may be disclosed
from time to time in future public statements or in documents filed with the Securities and Exchange Commission. As a result, no assurance can be given as to future results.

ITEM 1. BUSINESS

(a) General Development of Business

ALPNET, Inc. ("ALPNET" or the "Company") is a United States multinational corporation which was incorporated in the State of Utah in 1980. The Company provides services and
solutions in the multilingual information management services sector to businesses engaged in international trade. These services include information consultancy, language technology integration,
translation and localization. ALPNET is one of the largest dedicated suppliers of such services and solutions in the world.

The
Company was originally established to develop and market foreign language translation software, which included its invention of translation memory technology. ALPNET is regarded as a pioneer in
the field of multilingual software
development. The acquisition by the Company of several leading translation service providers in 1987 and 1988 established the Company's international presence and multilingual information services
capabilities. The Company further expanded into foreign markets in 1994 through the formation of additional foreign subsidiaries and branches and in 1999 with the acquisition of subsidiaries in
Germany and the Netherlands. As of December 31, 2000, the Company has wholly-owned foreign subsidiaries or branches in the following countries: Canada, Brazil, United Kingdom, Republic of
Ireland, Germany, Belgium, France, the Netherlands, Sweden, Singapore, Korea, China, Japan and Thailand.

The
globalization of business and rapid growth of the Internet has intensified the need for companies to implement effective multilingual information strategies to support their Internet and eCommerce
business models as well as their traditional business models. Product life cycles and time-to-market requirements are shortening in many industries and businesses need to manage information in
accelerated time frames while reducing multilingual information costs. The Company's 21-year history has provided it with substantial experience in managing linguistic resources spanning people,
linguistic data and technology which enable it to meet the globalization requirements of such companies.

During
1999 and 2000, the Company embarked on a strategic repositioning to evolve its service offering to include a full range of value-added multilingual information services, supported by its
ALPNETXchangeTM technology and move up the services chain in the information creation, localization and information management process (the "InfoCycleTM"). The Company also
planned to offer an Internet-based Application Service Provider ("ASP") business model, under which it would offer multilingual information management software applications via the Internet.

During
the fourth quarter of 2000, the Company commenced implementation of certain strategic initiatives along with a restructuring plan as a result of limited capital resources, and depressed capital
market conditions and the Company's operating performance. The primary focus of these initiatives is to strengthen the Company's sales team worldwide; reduce costs by centralizing and consolidating
production operations; reduce infrastructure and overhead; eliminate various unprofitable operations; and increase outsourcing of certain production activities. ALPNET will also expand its consultancy
and systems integration services capabilities. The Company's technology development will be focused on enabling ALPNET to efficiently manage the InfoCycleTM process in support of its
clients' global businesses through its modular ALPNETXchangeTM system which is expected to automate the sales, project management, production workflow, supply chain and finance
functions. Further implementation of the ASP business model will be subject to client requirements. The Company will focus on its distinctive service benefits and core competencies and on becoming the
vendor of choice for new and existing clients to secure a greater portion of their multilingual information management services business.

(b) Financial Information About Industry Segment

The Company operates in one business segment: multilingual information management services.

3

---

(c) Narrative Description of Business



The Company's service offering provides a full range of multilingual information management services and solutions specifically tailored to clients engaged in international
business. Among the services the Company offers are information consultancy, language technology integration, translation, and localization. Information consultancy services include information
development and content creation. Such services include information analysis and development of information strategies. The Company can assist clients to significantly increase efficiency and reduce
costs by applying controlled language authoring tools, creating information using systems for defining markup languages for data representation such as SGML or XML, implementing document management
systems, and by following established industry standards.

Language
technology integration services include benchmarking and evaluation of language tools, workflow definition and customization, process optimization, controlled language definition, training,
terminology management, tools integration, database development and other language services such as the utilization of translation memories, machine translation, and the definition of production and
quality assurance procedures.

Translation
services are offered to a wide range of clients from major industries, including the automotive, consumer electronics, telecommunication, financial services and manufacturing industries.
The Company provides a complete service for clients that produce printed and electronic documentation and training materials. Translation services include terminology development, translation,
electronic publishing, graphics and web publishing.

Localization
is primarily offered to clients in the information technology (IT) market and encompasses a complete linguistic, technical and cultural adaptation of computer software products for
foreign language markets. Localization services include terminology development, translation, content adaptation, electronic and web publishing, graphics, multimedia, creative tasks, and a complete
range of engineering and software testing activities.

The
Company has recognized that a key business problem faced by its clients is the absence of cost-effective information management systems and processes that exploit the systematic use and reuse of
information. Information reuse is essential in translating and managing content in multiple languages. Poor reuse compromises information quality and value and increases the cost of doing business
globally. The Company will aggressively market its full range of InfoCycleTM services to its clients to assist them in developing systems and processes that will utilize technology
solutions integrated with ALPNET's multilingual information management capabilities. This will enable clients to effectively develop and prepare their products and services for the global marketplace,
including reducing their costs and time-to-market.



ALPNET is continuing its development and implementation of its ALPNETXchangeTM system which is a modular, enterprise information and management system.
ALPNETXchangeTM is expected to automate the Company's sales, project management, production workflow, supply chain and finance functions. The most valuable part of the
ALPNETXchangeTM system is a knowledge management module called GlobelixTM which centralizes and leverages all translation memories and terminology databases. This module
provides the critical function of information reuse. The implementation of certain of the ALPNETXchangeTM modules commenced in third quarter 2000 with other modules to be implemented as
development and testing of each module is completed, generally in fourth quarter 2001.

During
2000 and 1999, the Company capitalized certain costs totaling approximately $3.9 million and $2.8 million, respectively, for a total of $6.7 million in connection with acquired software,
purchased software, and developed software for internal use. In the fourth quarter of 2000, in connection with management's evaluation of its technology module and
future requirements, the Company wrote-off $2.4 million related to certain modules of ALPNETXchangeTM in connection with the restructuring of the Company, as discussed in note 5 to the
Consolidated Financial Statements. During 2000, 1999 and 1998, the Company expensed approximately $944,000, $ 99,000 and $730,000, respectively, of technology development and support activities.



The market for multilingual information management services has been growing in recent years in line with the growth of global business. Political, economic and technological
changes have created and expanded opportunities for significant increases in international trade. A single world market is emerging where it is possible for companies to reach their clients around the
world in just seconds, regardless of distances, borders and barriers.

As
borders disappear, the need to localize domestic products for foreign markets is increasing rapidly. Globalization is opening up an era of multilingual information management. Traditionally,
products and documentation are first completed for the home market and then companies face the difficult challenge of localization before shipping the products to their foreign customers. Increased
competition is forcing companies to reduce time-to-market and cut costs. As a result, information must be enabled for global markets so that the localization process is easier to manage. The keys to
reduced time to market and lower costs are standardization and process integration. If information is standardized in a universal format such as SGML or XML, it can be stored in a central repository
and it is then possible to integrate the processes of information development, translation, distribution and consumption as information is needed.

4

---

Outsourcing of non-core business activities such as translation, localization and related services is a general trend as many companies critically question the rationale for maintaining in-house
information management capabilities. Estimates of the current size of the outsourced translation and localization market worldwide vary, but are consistently projected as several billion dollars. The
Company's target markets are characterized as being global and information intensive. The current client base spans several vertical industry sectors including automotive, information technology,
telecommunications, business-to-business services, Internet, healthcare, pharmaceutical, financial services, and consumer electronics. New horizontal market sectors will also be targeted for the
Company's services including human resource management, help desk, corporate administration, marketing and corporate communications. Each of these sectors has the potential for significant volumes of
globally reusable information assets.

The
growth of the Internet and the rapid emergence of eCommerce are having a dramatic effect on the size of the market. As the Web grows, the demand for multilingual information management services is
expected to increase significantly and may exceed supply. There has been a significant increase in the non-English speaking Web user population across the world. These users have a natural preference
for localized content in both language and culture. Business users on the Web are significantly more likely to purchase when addressed in their own language and the majority of users who encounter a
non-native language site either leave or look for a translated version. It is predicted that a majority of Web users will soon be non-English speakers which will be reflected in the increasing volume
of multilingual Web content.



In marketing the Company's existing services and solutions, the Company believes it has the following key strengths:

Global
reach and size of operations. The Company is one of the largest providers in its industry sector with operations and supply chain resources in all the economically
significant markets.

Command
of technology. The Company utilizes state-of-the-art technology in all areas of its activity, from authoring tools to document management, translation technology
and information management. The Company's in-house technical specialists are experts in customizing and deploying tools for specific applications.

Process
Specialization. ALPNET is very process oriented. The implementation of quality management and standard processes throughout the Company facilitates performance
measurement and improvement of services.

Management
depth and experience. ALPNET was an early consolidator in the industry and has extensive management experience. The management team has significant language
industry experience and international business skills.

Innovative
strength. The Company has been an innovator in the industry for many years. It was the first company to develop translation memory technology and the first to
establish a global translation network. ALPNET is one of the first global providers to focus on new solutions such as information consultancy services and language technology integration.



No single client accounted for more than 10% of revenues in 2000, 1999 or 1998.



The Company has traditionally competed with companies focused mainly on the information translation needs at the end of the information creation and management process.
Competition in this area is widely diverse. At one end of the spectrum are small, single-site agencies with a generalist approach that offer services normally limited to translation. At the other end
of the spectrum are a few large, multi-site companies that offer turnkey services (more than translation only) and that often focus on providing "solutions" for specific industries.

The
industry has been highly fragmented and often referred to as a "cottage industry." In the last five years, however, there has been significant consolidation with many mid-sized translation
companies being acquired by large companies in various industries. A number of new companies, perceiving the significant market opportunity, have also entered the market. In addition to the Company, a
top-tier of industry players has emerged . Despite these recent trends, all of the major companies within the industry have a relatively small market share with no one dominant provider. The Company
differentiates itself from its competition through its technology, established global presence and existing client base.

Technology.The Company has developed technology and has been a recognized technology innovator in the industry since incorporation. The
basis of the Company's current and future service offering is its ALPNETXchangeTM technology that
represents many man-years of development and contains unique functional capabilities. This technology forms a substantial barrier to entry that could only be overcome by a comparable investment. Key
technology owned by the Company includes existing translation and multilingual information management software in addition to the ALPNETXchangeTM technology currently under development.

5

---

Established global presence.The Company was the first to create a global translation network in key countries throughout the world. This
global presence is organized into regionally-focused sales and operations divisions allowing the Company to leverage direct access to native-speaker localization expertise. Centrally focused
competitors often rely on non-native resources. Creating a global presence requires significant investment and the successful integration of previously disparate operations is difficult and time
consuming.

Established client base.The Company has established revenue generating relationships with thousands of clients over many years. The
Company has built strong relationships with numerous Fortune 500 clients and industry leaders. These relationships represent a significant penetration of key market segments. This base represents a
significant barrier to entry, especially for new entrants to the industry.



As of December 31, 2000, the Company employed 702 persons. The Company requires sales, project management, language services production, technical support, and
consultancy services personnel in order to obtain, manage and produce major multilingual information projects. The Company is dependent upon an adequate supply of skilled professionals in each of
these primary disciplines to meet the requirements of its clients and prospective clients. The ability to attract and retain the best professional staff is a key corporate goal. A dedicated human
resources function, organized on a regional basis, maintains global employee policies and supports recruitment, training and career management. Employees of the Company's subsidiary in the Netherlands
are represented by a labor union and there is a works council in Germany. The Company believes relationships with its employees to be good.

Due
to the nature of its business, the Company also retains, on an as-needed basis, a supply chain consisting of a large number of translators and other service professionals who are independent
contractors.

(d) Financial Information About Foreign and Domestic Operations and Export Sales

Financial information concerning the Company's foreign and domestic operations is presented in note 2 to the Consolidated Financial Statements included in Item 8 of this Form
10-K and is incorporated herein by reference.

ITEM 2: PROPERTIES

ALPNET's corporate headquarters are located in Salt Lake City, Utah. Customer service and production facilities used by the Company as of December 31, 2000, all of which
are leased, are listed below.

LocationAmericas

USA, Canada, BrazilEurope

United Kingdom (2), Germany (7), Republic of Ireland, France, the Netherlands, SwedenAsia

Singapore, Korea, China, Japan, Thailand


Subsequent to December 31, 2000, as part of management's restructuring plan, the Company's production facilities in Brazil, France, Sweden, and its
technology facility in Nuremburg, Germany will be sold or closed.

6

---

ITEM 3: LEGAL PROCEEDINGS

No substantive matters currently pending.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the quarter ended December 31, 2000.

PART II

ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

ALPNET's Common Stock trades on The Nasdaq Stock Market under the symbol AILP. The following table shows the range of high and low trading prices as reported by The Nasdaq Stock
Market for the years 1999 and 2000:

1999

High

LowQuarter ended March 31, 1999

$
2.56

$
1.50Quarter ended June 30, 1999


2.47


1.59Quarter ended September 30, 1999


2.78


1.69Quarter ended December 31, 1999


4.75


1.662000

High

LowQuarter ended March 31, 2000

$
9.88

$
4.13Quarter ended June 30, 2000


6.06


2.06Quarter ended September 30, 2000


3.00


1.66Quarter ended December 31, 2000


1.91


.34


As of March 15, 2001, there were 364 shareholders of record; however, the Company estimates the actual number of beneficial owners approximates 10,000.
Due to its accumulated deficit, the Company is currently prohibited from paying dividends under Utah corporate law.

ITEM 6: SELECTED FINANCIAL DATA

The following selected financial data are derived from the Consolidated Financial Statements of the Company. The data should be read in conjunction with the Consolidated
Financial Statements, related notes and other financial information included therein.

FINANCIAL SUMMARY

|Thousands of dollars, except income (loss) per share
|----------------------------------------------------
|
|
|Sales of services                                   
|Net income (loss)                                   
|Income (loss) per share  basic                     
|Income (loss) per share  assuming dilution         
|Total assets                                        
|Long-term debt, less current portion                

A majority of the Company's operations are located in foreign countries. Accordingly, the Company is affected by foreign currency exchange rate fluctuations as
described in detail in Item 7A, "Foreign Exchange Risk".

7

---



SELECTED QUARTERLY FINANCIAL DATA

The following table shows selected quarterly financial data for 1999 and 2000 as previously reported in the quarterly reports on Form 10-Q:

|Thousands of dollars, except income (loss) per share | 
|---------------------------------------------------- | 
|                                                     | 
|                                                     | 
|
|1999                                                 | 
|Quarter ended March 31, 1999                         | 
|Quarter ended June 30, 1999                          | 
|Quarter ended September 30, 1999                     | 
|Quarter ended December 31, 1999                      | 
|2000                                                 | 
|Quarter ended March 31, 2000                         | 
|Quarter ended June 30, 2000                          | 
|Quarter ended September 30, 2000                     | 
|Quarter ended December 31, 2000                      | 

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF  OPERATIONS

The following Management's Discussion and Analysis should be read in conjunction with the Consolidated Financial Statements and notes thereto.

Results of Operations

The following paragraphs discuss 2000 results as compared with 1999, and 1999 results as compared with 1998. The Company reported a net loss for the year ended
December 31, 2000 of $11.0 million including restructuring and related charges of $5.4 million. This compares to net income in 1999 of $716,000 and a net loss in 1998 of $818,000. The
restructuring and related charges recorded in the fourth quarter of 2000 included a charge of $3.0 million related to a restructuring and consolidation of the Company's operations worldwide and $2.4
million related to the write-off of certain modules of the ALPNETXchangeTM system. Cost of services sold and operating expenses for the fourth quarter and year ended December 31,
2000 included a charge of approximately $1 million related to excess telecommunications capabilities and other costs that are expected to be reduced in the future as a result of renegotiation of
commitments. Included in the net loss for 1998 is $1.3 million of restructuring expense. The restructuring and related charges for 2000 and 1998 are discussed more fully in note 4 to the Consolidated
Financial Statements.

Sales
of services were $50.4 million for 2000 compared to $51.5 million for 1999 and $48.5 million for 1998. During 2000, ALPNET continued its strategic repositioning, which commenced in late 1998, to
evolve its service offering to include a full range of value-added multilingual information services, supported by technology, and move up the service chain, assisting its clients to streamline,
optimize and leverage their multilingual information development and management processes. This innovative offering involves all aspects of information creation, localization and information
management  the InfoCycleTM.

The
transition to the new InfoCycleTM offering has had a significant impact on the operating results of the Company. The necessary investment in technical infrastructure, human
resources, branding and marketing support have involved significant operating expenditures which has contributed to the operating loss. Weak European currencies have also negatively affected results
and have contributed to the Company reporting net losses for the fourth quarter of 1999 and throughout the year 2000. The investments that have been made in 1999 and 2000 are expected to position the
Company for accelerated growth and profitability in future years.

In
November 2000, management approved and commenced implementation of a restructuring and consolidation plan to strengthen the Company's sales team worldwide; reduce costs by centralizing and
consolidating production operations; reduce infrastructure and overhead; eliminate various unprofitable operations; and increase outsourcing of certain production activities. ALPNET will also expand
its consultancy and systems integration services capabilities. Financial information relating to the implementation of this plan is contained in note 4 to the Consolidated Financial Statements.

8

---

In the second half of 1998, losses were incurred as the entire industry experienced adverse operating conditions resulting from volatile global trading economic conditions and market changes. These
adverse conditions led to management's reorganization of the Company in late 1998. The reorganization was successfully completed in early 1999 and prepared the Company for its strategic acquisitions
in Hengelo, the Netherlands and in Nuremburg, Germany at the end of June and July 1999, respectively. For the first three quarters of 1999, the Company reported net income. In the fourth
quarter of 1999, the Company incurred additional operating costs in connection with its strategic repositioning and the integration of the 1999 acquisitions into existing operations. These additional
costs, together with a revenue shortfall arising out of delays in some business opportunities due to year 2000 concerns on the part of some clients and the impact of weak European currencies,
contributed to a net loss in the fourth quarter 1999.

Sales of Services by Geographic Segment

Sales in 2000 decreased by $1.1 million compared with 1999. Revenues and costs in 2000 measured in US dollars have been negatively impacted approximately $3.7 million by the
effects of fluctuations in foreign currencies against the US dollar. However, the impact on net income has not been significant. This is described in more detail in Item 7A "Quantitative and
Qualitative Disclosures About Market Risk."

North
American sales decreased by 3% in 2000 and increased by 11% in 1999. Market penetration in North America has been insufficient. The United States represents one of the largest potential markets
for the Company's services in all key market sectors and the Company is increasing its investment in developing business in this market. In the fourth quarter of 2000, the Company has added sales
offices, management and sales executives in 6 key locations in the United States and expects to add additional sales executives in 2001, as justified. In Canada, demand in the automotive and financial
sectors remained strong, and Canada has increased its management and production capacity in support of other ALPNET operations.

Sales
in Europe represented approximately 55% of the Company's total sales in 2000, compared with approximately 60% in 1999. Sales decreased $2.6 million, or approximately 9%, in 2000 compared with
1999. Sales in 1999 increased $1.1 million, or 4% compared with 1998. During 2000, foreign currency fluctuations had a negative impact on reported sales in Europe of approximately $3.7 million. The
Company is also investing in developing business in this important market. During 2001, management expects to add sales offices and management as well as sales executives in the UK, the Netherlands,
Germany and other key locations.

Sales
reported for Asia for 2000 increased $2.1 million compared with 1999. Sales in 1999 were approximately the same as 1998. The Company's presence in Asia was significantly expanded in previous
years and reported double-digit growth each year from 1995 to 1998. Management expects growth in Asia to continue but the rates of growth seen in previous years may not be sustainable. Demand for
services for the Asian markets from clients in the United States and Europe remains high.

The
Company's business can be impacted dramatically by changes in the strength of the economies of the countries in which it has a presence, and results of operations are highly influenced by general
economic trends. Moreover, sales and profitability are increasingly affected by the number and size of larger, more complex multi-language projects. The Company experiences fluctuations in quarterly
sales and profitability levels largely as a result of the increase or decrease in the number and size of such projects. Management expects this trend to continue within its current revenue base.

Cost of Services Sold

The transition to the new InfoCycleTM offering has significantly increased the level of costs incurred by the Company. Cost of services sold as a percentage of
revenue fluctuates primarily as a result of competition in the marketplace and the volume and nature of direct production costs, especially on large projects. Gross margins in 2000 were at
approximately the same levels as 1999 and 1998. Competitive pricing pressures intensified in the second half of 1998 and continued through 1999 into 2000. Management expects competitive pricing
pressures to continue in the Company's primary service lines. Management also anticipates cost savings and margin improvement resulting from the restructuring and consolidation of the Company's
operations, strengthening of its sales force in key markets and further implementation of its InfoCycleTM service offering, supported by the Company's ALPNETXchangeTM
technology.

Other Costs and Expenses

Sales and marketing expenses have increased by $1.5 million in 2000, or 38%, compared with an increase of $183,000 in 1999, or 5%. These increases were due to several factors
including the branding and marketing required to support the launch of the Company's new InfoCycleTM offering as well as the investment in sales resources in North America and Europe.

General
and administrative expenses have increased by $3.2 million in 2000, or 34%, compared with an increase of $623,000 in 1999, or 7%. The increases in 2000 are attributable to additional personnel
recruited to prepare for the implementation of the Company's InfoCycleTM offering and its ALPNETXchangeTM technology and related costs as well as the additional general and
administrative costs of the subsidiaries acquired in the second half of 1999.

9

---

During 2000 and 1999, the Company capitalized certain costs totaling $3.9 million and $2.8 million, respectively, for a total of $6.7 million in connection with acquired software, purchased software
and developed software for internal use as discussed in note 5 to the Consolidated Financial Statements. In the fourth quarter of 2000, the Company wrote-off $2.4 million related to certain modules of
ALPNETXchangeTM as discussed in note 5 to the Consolidated Financial Statements. Development costs were $944,000 in 2000 compared to $99,000 in 1999 and $730,000 in 1998. Development
costs in 2000 were costs related to ALPNETXchangeTM that were required to be expensed. In 1999, the Company's development facility, located in Provo, Utah, was closed, resulting in a
significant reduction in 1999 development costs.

Amortization
of goodwill was $997,000 in 2000 compared with $617,000 in 1999 and $391,000 in 1998. The increase in 2000 and in 1999 was primarily attributable to the amortization of goodwill arising
from the acquisitions of subsidiaries in the second half of 1999, partially offset by the effect of foreign currency fluctuations.

Net
interest expense was $593,000 in 2000 compared with $378,000 in 1999 and $287,000 in 1998. The increase in the respective years is attributable to notes issued in connection with the acquisitions,
higher net borrowings on operating lines of credit to fund working capital, capital leases incurred in relation to equipment purchases and the issuance of convertible notes during the third and fourth
quarters of 1999 and in 2000. In 2000 and 1999, approximately $145,000 and $125,000, respectively, of interest incurred in connection with the development of ALPNETXchangeTM software has
been capitalized. In 2000, net interest expense includes approximately $126,000 of interest income primarily related to the investment of the proceeds from the issuance of common stock. Without the
effects of capitalized interest and interest income, net interest expense for 2000 would be substantially higher.

The
US parent company and each of its subsidiaries are separate legal and taxable entities subject to the domestic or foreign taxes pertaining to operations in their respective jurisdictions. For tax
purposes, the US parent company, and certain of its subsidiaries, have unused net operating losses from prior years which can be utilized to reduce future taxable income of the respective entities.
The availability of these net operating losses is governed by applicable domestic and foreign tax rules and regulations, some of which limit the utilization of such losses due to minimum tax
requirements and other provisions. Income tax expense, as presented in the Consolidated Financial Statements, represents the combined income tax expense and income tax credits of all of the entities
of the Company.

After
utilization of net operating loss carryforwards, income tax expense was $499,000 in 2000, $620,000 in 1999, and $546,000 in 1998. Fluctuations in the amount of income taxes arise primarily from
the varying combinations of income and losses of the Company's subsidiaries in their various domestic and foreign tax jurisdictions, including the utilization of net operating loss carryforwards in
many of these jurisdictions. The US parent company has a net operating loss carryforward for US Federal and State income tax purposes.

Note
8 to the Consolidated Financial Statements, Income Taxes, contains additional information pertaining to the computation of income taxes as well as the Company's net operating loss carryforwards
as of December 31, 2000.

Liquidity and Sources of Capital

In 2000, the Company had a positive cash flow from operations of approximately $267,000 compared with positive cash flows from operations of $764,000 and $410,000 in 1999 and
1998, respectively. Investing activities during 2000 comprised approximately $3.9 million associated with the development of ALPNETXchangeTM software, and approximately $1.0 million for
equipment purchases. In 1999, investing activities comprised approximately $2.2 million associated with the development of ALPNETXchangeTM software, $85,000 for acquisitions and $357,000
for equipment purchases. In 1998, investing activities consisted primarily of equipment purchases.

Financing
activities for all years included fluctuations in the amounts utilized under bank lines of credit used to finance the Company's working capital needs. During 2000, the Company issued
long-term, unsecured convertible notes totaling approximately $2.0 million. Repayment on these notes commences in 2003. In July 2000, the Company completed a private equity financing of $6.5 million
of the Company's common stock. The net proceeds of the transaction were approximately $5.8 million. During 1999, the Company issued long-term, unsecured convertible notes totaling approximately $1.8
million of which $490,000 was issued to related parties. Repayments on these notes are scheduled to commence in 2002. In 1999, the consideration for the acquisitions of subsidiaries included the
issuance of common stock, issuance of debt and assumption of liabilities, as described in notes 3 and 6 to the Consolidated Financial Statements. Of the debt issued as consideration for the
aquisitions, approximately $300,000 was repaid during the second quarter 2000 and $740,000 of related party debt was repaid during the third quarter of 2000.

10

---

At December 31, 2000, the Company's cash and cash equivalents were approximately $3.4 million, which represented an increase of approximately $2.0 million during 2000. At December 31,
2000, the Company had negative working capital of approximately $211,000, compared to working capital of approximately $2.8 million at December 31, 1999. The Company's primary working capital
requirements relate to the funding of accounts receivable and work-in-process on large projects. The Company funds some of its working capital needs with credit facilities with financial institutions
in the US, Canada, the UK, Germany and Singapore. Most of the Company's credit facilities are secured by accounts receivable and other assets of the Company or its subsidiaries. As of December 31,
2000, the Company had unused amounts under these credit facilities of approximately $1.7 million. Most of the Company's credit facilities are subject to annual renewals and the Company expects them to
be renewed on substantially the same terms as those which currently exist. In addition, the Company expects to be able to increase the maximum amounts which can be borrowed under credit facilities as
the Company's sales increase. Some of the financial institutions, which have loaned funds to the Company's subsidiaries
under the credit facilities referred to above, have placed certain limits on the flow of cash outside the respective countries. Such limitations have not been an undue burden to the Company in the
past, nor are they expected to be unduly burdensome in the foreseeable future.

In
anticipation of the need for additional financing to continue the development and implementation of its new InfoCycleTM services offering and the ALPNETXchangeTM system,
the Company filed a shelf registration with the Securities and Exchange Commission on August 17, 2000. Under the terms of the registration, the Company may raise additional capital of up to $8
million through a series of public placements of the Company's common stock. Due to weakened capital market conditions and certain restrictions resulting from other equity transactions, the Company
may not be able to use the shelf registration to raise additional capital on terms acceptable to the Company. However, management believes that it has available alternative sources of funding that can
be obtained in amounts and on terms acceptable to the Company and sufficient to enable the Company to be able to fund its working capital needs, meet its scheduled debt repayments and satisfy its
planned investment requirements for the new InfoCycleTM services model and ALPNETXchangeTM system.

If
management's efforts to obtain sufficient funding are unsuccessful, the Company has various options available to it including the cancellation or postponement of expenditures related to the
implementation of the new InfoCycleTM services model and ALPNETXchangeTM system, reduction of operating expenditures, renegotiation and rescheduling of debt repayments and
utilization of equipment lease financing as an alternative to purchasing. Management believes that these measures will enable the Company to continue operations, albeit at a reduced level. In certain
past years, the Company has relied on major shareholders of the Company to fund some obligations, but the Company currently has no firm commitments from, nor are there any obligations of, any such
shareholders to provide any debt or equity funds to the Company.

The
Company has no significant commitments for capital expenditures. The total level of capital additions in 2000 and 1999 increased significantly from 1998 due to the development of the
ALPNETXchangeTM system. The Company expects to finance a certain portion of future equipment costs as required, with terms similar to the financing arrangements entered into in recent
years.

In
November 2000, the Company commenced implementation of a restructuring and consolidation of the Company's operations worldwide, as discussed above under Results of Operations. This
reorganization had a negative effect on cash flow of approximately $40,000 in 2000. Additional negative cash flows related to this restructuring in an amount up to $1.8 million are expected to occur
in 2001.

In
November 1998, the Company commenced implementation of an aggressive and fundamental reorganization of the Company's structure and operations, as discussed above under Results of Operations.
This reorganization had a negative effect on cash flow of approximately $124,000, $840,000 and $327,000 in 2000, 1999 and 1998, respectively.

Inflation
has not been a significant factor in the Company's operations. Competition, however, has been and is expected to remain a major factor. To the extent permitted by competition and general
economic and market conditions, the Company will pass on increased costs from inflation and operations to clients by increasing prices.

Due
to prior years' operating losses, the Company and certain of its subsidiaries have net operating loss carryforwards available to offset future taxable income in the various countries in which the
Company operates. Prior to 1999, the Company has not had income tax liabilities requiring the significant expenditure of cash. During 2000, the Company made cash payments of income taxes in the amount
of $984,000. The Company expects this general trend to continue into the future for certain offices which sustained large losses in previous years. The levels of net operating losses available to
offset future taxable income are generally much lower for the new offices opened in recent years. Substantially all of the Company's deferred tax assets at December 31, 2000, 1999 and 1998 were
comprised of net operating loss carryforwards for which the Company has provided allowances. The ability of the Company to utilize these loss carryforwards in the future is dependent on profitable
operations in the various countries in which loss carryforwards
exist, and the specific rules and regulations governing the utilization of such losses, including the dates by which the losses must be used.

11

---

New Accounting Standards

Information concerning new accounting standards is presented in note 1 to the Consolidated Financial Statements, included in Item 8 of this Form 10K and is incorporated herein
by reference.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Exchange Risk

The Company serves its customers from offices throughout North America, Europe and Asia. The majority of the Company's operations are located outside the US. Consequently, the
Company is exposed to fluctuations of the dollar against the foreign currencies of those countries in which the Company has a substantial presence. For all of the Company's foreign subsidiaries, the
functional currency has been determined to be the local currency. Accordingly, assets and liabilities are translated at year-end exchange rates, and operating statement items are translated at
weighted-average exchange rates prevailing during the years presented. The principal currencies to which the Company is exposed are the Canadian Dollar, the British Pound and the Euro. The Singapore
Dollar is closely tied to the US dollar and therefore has low exchange risk.

Fluctuations
against the US dollar can produce significant differences in the reported value of revenues and expenses.

The
following table shows a comparison of sales of services in each of the Company's significant geographic segments for 2000, 1999 and 1998, along with the effect of foreign currency exchange rate
fluctuations on sales between years.

|Thousands of dollars | 
|-------------------- | 
|                     | 
|                     | 
|
|North America        | 
|Europe               | 
|Asia                 | 
|                     | 
|TOTAL SALES          | 
|                     | 

The revenue mix of the Company's operations and the effect of foreign currency exchange rate fluctuations on costs and expenses mitigate the consolidated net income impact. For
revenues in the US which are produced outside of the US, any weakening of the US dollar against a particular country's currency reduces the amount of net income reported in US dollars. Conversely, the
same weakening of the dollar generates an offsetting increase in the dollar value of profits arising from revenues sold and produced within that country. This natural currency effect reduces the net
foreign exchange risk to the Company.

The
Company has not historically experienced significant differences in net income as a result of fluctuations in foreign currencies. Due to the nature of its business, the Company does not currently
use any financial instruments to manage or hedge foreign exchange risk either for trading or other purposes. The revenue mix and currency trends are monitored on an ongoing basis to identify any
changes that might significantly affect the Company's net results.

The
translation of foreign denominated assets and liabilities at year-end exchange rates results in an unrealized foreign currency translation adjustment recorded as a separate component of
shareholders' equity. The 2000 foreign currency adjustment to shareholders' equity was negative $1.5 million compared to a negative $733,000 in 1999. As of December 31, 2000, the cumulative net
effect to the Company of the equity adjustment from movements in foreign currency exchange rates was a reduction of $4.0 million in shareholders' equity. A substantial portion of the cumulative
foreign currency adjustment relates to changes in the carrying value of goodwill, of which a significant amount is denominated in foreign currencies.

12

---

Interest Rate Risk

The Company obtains part of its working capital requirements from credit facilities with various banks which provide for interest at variable rates linked to base interest
rates. If base interest rates increase, the Company is potentially exposed to higher interest expense. This would be partially offset by higher interest income on cash balances.

The
majority of the Company's credit facilities are denominated in foreign currencies and any increases in the respective interest rates will normally be compensated through correspondingly weakened
exchange rates translating the increased interest expense reported into fewer US dollars. If US base rates increase, the increase in US interest expense will again normally be reduced by the
consequent strengthening of the dollar reducing the reported interest expense on the foreign denominated debt. Thus, any unilateral changes in the interest rates in any of the countries where the
Company has a significant amount of debt will be compensated through natural exchange rate adjustments such that there is no material impact on the level of net interest expense reported. If all or a
majority of the interest rates increase in the countries in which the Company has significant amounts of debt, there would be a risk of increase in the amount of interest expense reported. In the
opinion of management, such a general increase is unlikely.

13

---



ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ALPNET, INC. AND SUBSIDIARIES

Consolidated
Balance Sheets

|                                                   |                                                |                                   | December 31
|-------------------------------------------------- | ---------------------------------------------- | --------------------------------- | -----------
|Thousands of dollars                               |                                                |                                   | 2000       
|
|Assets                                             |                                                |                                   |            
|Current assets:                                    |                                                |                                   |            
|                                                   | Cash and cash equivalents                      |                                   | $          
|                                                   | Trade accounts receivable, less allowance of   |                                   |            
|                                                   |                                                | $724 in 2000 and $489 in 1999     |            
|                                                   | Work-in-process                                |                                   |            
|                                                   | Prepaid expenses and other                     |                                   |            
|                                                   |                                                |                                  
|Total current assets                               |                                                |                                   | 15,096     
|Property, equipment and leasehold improvements:    |                                                |                                   |            
|                                                   | Leasehold improvements                         |                                   |            
|                                                   | Equipment                                      |                                   |            
|                                                   | Software                                       |                                   |            
|                                                   |                                                |                                  
|                                                   |                                                |                                   | 11,571     
|                                                   | Less accumulated depreciation and amortization |                                   |            
|                                                   |                                                |                                  
|Net property, equipment and leasehold improvements |                                                |                                   | 7,894      
|Other assets:                                      |                                                |                                   |            
|                                                   | Goodwill, less accumulated amortization of     |                                   |            
|                                                   |                                                | $5,597 in 2000 and $4,384 in 1999 |            
|                                                   | Other                                          |                                   |            
|                                                   |                                                |                                  
|Total other assets                                 |                                                |                                   | 9,022      
|                                                   |                                                |                                  
|Total assets                                       |                                                | $                                 | 32,012     
|                                                   |                                                |                                  

14

---

ALPNET, INC. AND SUBSIDIARIES

Consolidated
Balance Sheets (continued)

|                                           |                                              |                                                   | December 31 |        
|------------------------------------------ | -------------------------------------------- | ------------------------------------------------- | ----------- | -------
|Thousands of dollars and shares            |                                              |                                                   | 2000        |        
|
|Liabilities and shareholders' equity       |                                              |                                                   |             |        
|Current liabilities:                       |                                              |                                                   |             |        
|                                           | Credit facilities with banks                 |                                                   | $           | 3,367  
|                                           | Accounts payable                             |                                                   |             | 4,595  
|                                           | Accrued payroll and related benefits         |                                                   |             | 1,743  
|                                           | Accrued restructuring and related activities |                                                   |             | 1,820  
|                                           | Other accrued expenses                       |                                                   |             | 2,207  
|                                           | Income taxes payable                         |                                                   |             | 734    
|                                           | Current portion of related party debt        |                                                   |             | 0      
|                                           | Current portion of capital lease obligations |                                                   |             | 770    
|                                           | Current portion of long-term debt            |                                                   |             | 71     
|                                           |                                              |                                                   |            
|Total current liabilities                  |                                              |                                                   | 15,307      |        
|Related party debt, less current portion   |                                              |                                                   | 462         |        
|Capital lease obligations                  |                                              |                                                   | 514         |        
|Long-term debt, less current portion       |                                              |                                                   | 3,408       |        
|Commitments and contingencies              |                                              |                                                   |             |        
|Shareholders' equity:                      |                                              |                                                   |             |        
|                                           | Convertible Preferred Stock, no par value;   |                                                   |             |        
|                                           |                                              | authorized 4,000 shares in 2000 and               |             |        
|                                           |                                              | 2,000 shares in 1999; issued and outstanding      |             |        
|                                           |                                              | 87 shares in 2000 and 1999                        |             |        
|                                           | Common Stock, no par value; authorized       |                                                   |             |        
|                                           |                                              | 100,000 shares in 2000 and 40,000 shares in 1999; |             |        
|                                           |                                              | issued and outstanding 31,712 in 2000 and         |             |        
|                                           |                                              | 27,763 shares in 1999                             |             |        
|                                           | Accumulated deficit                          |                                                   |             | (40,294
|                                           | Accumulated other comprehensive income       |                                                   |             | (4,020 
|                                           |                                              |                                                   |            
|Total shareholders' equity                 |                                              |                                                   | 12,321      |        
|                                           |                                              |                                                   |            
|Total liabilities and shareholders' equity |                                              | $                                                 | 32,012      |        
|                                           |                                              |                                                   |            

See accompanying notes.

15

---



ALPNET, INC. AND SUBSIDIARIES

Consolidated
Statements of Operations

|                                                     |                                   |   | Year Ended December 31 |       
|---------------------------------------------------- | --------------------------------- | - | ---------------------- | ------
|Thousands of dollars, except income (loss) per share |                                   |   | 2000                   |       
|
|Sales of services                                    |                                   | $ | 50,374                 |       
|Cost of services sold                                |                                   |   | 34,914                 |       
|                                                     |                                   |   |                       
|Gross Profit                                         |                                   |   | 15,460                 |       
|Operating expenses:                                  |                                   |   |                        |       
|                                                     | Sales and marketing expenses      |   |                        | 5,351 
|                                                     | General and administrative        |   |                        | 12,724
|                                                     | Development costs                 |   |                        | 944   
|                                                     | Amortization of goodwill          |   |                        | 997   
|                                                     | Restructuring and related charges |   |                        | 5,399 
|                                                     |                                   |   |                       
|Total operating expenses                             |                                   |   | 25,415                 |       
|                                                     |                                   |   |                       
|Operating income (loss)                              |                                   |   | (9,955                 | )     
|Interest expense, net                                |                                   |   | 593                    |       
|                                                     |                                   |   |                       
|Income (loss) before income taxes                    |                                   |   | (10,548                | )     
|Income taxes                                         |                                   |   | 499                    |       
|                                                     |                                   |   |                       
|Net income (loss)                                    |                                   | $ | (11,047                | )     
|                                                     |                                   |   |                       
|Income (loss) per share  basic                      |                                   | $ | (.37                   | )     
|                                                     |                                   |   |                       
|Income (loss) per share  assuming dilution          |                                   | $ | (.37                   | )     
|                                                     |                                   |   |                       

See accompanying notes.

16

---



ALPNET, INC. AND SUBSIDIARIES

Consolidated
Statements of Shareholders' Equity

|                                |                                                                | Preferred Stock |  | Common Stock |        |  |        |       |   |        |       |   |                     |         |   |                                               |       
|------------------------------- | -------------------------------------------------------------- | --------------- |  | ------------ | ------ |  | ------ | ----- | - | ------ | ----- | - | ------------------- | ------- | - | --------------------------------------------- | ------
|Thousands of dollars and shares |                                                                | Shares          |  |              | Amount |  | Shares |       |   | Amount |       |   | Accumulated Deficit |         |   | Accumulated Other Comprehensive Income (loss) |       
|
|Balances at January 1, 1998     |                                                                | 87              |  | $            | 242    |  | 23,293 |       | $ | 42,080 |       | $ | (29,145             | )       | $ | (2,086                                        | )     
|                                | Exercise of stock options                                      |                 |  |              |        |  |        | 994   |   |        | 466   |   |                     |         |   |                                               |       
|                                | Net loss                                                       |                 |  |              |        |  |        |       |   |        |       |   |                     | (818    | ) |                                               |       
|                                | Foreign currency translation adjustment                        |                 |  |              |        |  |        |       |   |        |       |   |                     |         |   |                                               | 283   
|                                |                                                                |                 | 
|Total comprehensive income      |                                                                |                 |  |              |        |  |        |       |   |        |       |   |                     |         |   |                                               |       
|                                |                                                                |                 |  |              |        |  |        |       |   |        |       |   |                     |         |   |                                               |       
|Balances at December 31, 1998   |                                                                | 87              |  |              | 242    |  | 24,287 |       |   | 42,546 |       |   | (29,963             | )       |   | (1,803                                        | )     
|                                | Stock issued for acquisitions                                  |                 |  |              |        |  |        | 3,050 |   |        | 6,248 |   |                     |         |   |                                               |       
|                                | Exercise of stock options                                      |                 |  |              |        |  |        | 426   |   |        | 381   |   |                     |         |   |                                               |       
|                                | Net income                                                     |                 |  |              |        |  |        |       |   |        |       |   |                     | 716     |   |                                               |       
|                                | Foreign currency translation adjustment                        |                 |  |              |        |  |        |       |   |        |       |   |                     |         |   |                                               | (733  
|                                |                                                                |                 | 
|Total comprehensive loss        |                                                                |                 |  |              |        |  |        |       |   |        |       |   |                     |         |   |                                               |       
|                                |                                                                |                 |  |              |        |  |        |       |   |        |       |   |                     |         |   |                                               |       
|Balances at December 31, 1999   |                                                                | 87              |  |              | 242    |  | 27,763 |       |   | 49,175 |       |   | (29,247             | )       |   | (2,536                                        | )     
|                                | Exercise of stock options                                      |                 |  |              |        |  |        | 1,024 |   |        | 1,111 |   |                     |         |   |                                               |       
|                                | Private placement, net of issuance costs of $708               |                 |  |              |        |  |        | 2,925 |   |        | 5,792 |   |                     |         |   |                                               |       
|                                | Fair value of warrants and conversion feature issued with debt |                 |  |              |        |  |        |       |   |        | 315   |   |                     |         |   |                                               |       
|                                | Net loss                                                       |                 |  |              |        |  |        |       |   |        |       |   |                     | (11,047 | ) |                                               |       
|                                | Foreign currency translation adjustment                        |                 |  |              |        |  |        |       |   |        |       |   |                     |         |   |                                               | (1,484
|                                |                                                                |                 | 
|Total comprehensive loss        |                                                                |                 |  |              |        |  |        |       |   |        |       |   |                     |         |   |                                               |       
|                                |                                                                |                 |  |              |        |  |        |       |   |        |       |   |                     |         |   |                                               |       
|Balances at December 31, 2000   |                                                                | 87              |  | $            | 242    |  | 31,712 |       | $ | 56,393 |       | $ | (40,294             | )       | $ | (4,020                                        | )     
|                                |                                                                |                 |  |              |        | 

See accompanying notes.

17

---



ALPNET, INC. AND SUBSIDIARIES

Consolidated
Statements of Cash Flows

|                                                     |                                                                                          |                                                                                 | Year Ended December 31                |        
|---------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- | ------------------------------------- | -------
|Thousands of dollars                                 |                                                                                          |                                                                                 | 2000                                  |        
|
|Operating activities:                                |                                                                                          |                                                                                 |                                       |        
|                                                     | Net income (loss)                                                                        |                                                                                 | $                                     | (11,047
|                                                     | Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                                                                 |                                       |        
|                                                     |                                                                                          | Depreciation and amortization of property, equipment and leasehold improvements |                                       |        
|                                                     |                                                                                          | Amortization of goodwill                                                        |                                       |        
|                                                     |                                                                                          | Restructuring and related charges                                               |                                       |        
|                                                     |                                                                                          | Other                                                                           |                                       |        
|                                                     |                                                                                          | Changes in operating assets and liabilities:                                    |                                       |        
|                                                     |                                                                                          |                                                                                 | Trade accounts receivable             |        
|                                                     |                                                                                          |                                                                                 | Accounts payable and accrued expenses |        
|                                                     |                                                                                          |                                                                                 | Work-in-process                       |        
|                                                     |                                                                                          |                                                                                 | Income tax payable                    |        
|                                                     |                                                                                          |                                                                                 | Prepaid expense and other             |        
|                                                     |                                                                                          |                                                                                 |                                      
|Net cash provided by operating activities            |                                                                                          |                                                                                 | 267                                   |        
|Investing activities:                                |                                                                                          |                                                                                 |                                       |        
|                                                     | Purchase of property, equipment and leasehold improvements                               |                                                                                 |                                       | (1,029 
|                                                     | Payment for acquisition, net of cash acquired                                            |                                                                                 |                                       |        
|                                                     | Proceeds from sale of property                                                           |                                                                                 |                                       |        
|                                                     | Capitalized development costs                                                            |                                                                                 |                                       | (3,929 
|                                                     |                                                                                          |                                                                                 |                                      
|Net cash used in investing activities                |                                                                                          |                                                                                 | (4,958                                | )      
|Financing activities:                                |                                                                                          |                                                                                 |                                       |        
|                                                     | Proceeds from (payments on) credit facilities with banks, net                            |                                                                                 |                                       | (404   
|                                                     | Proceeds from notes to related parties                                                   |                                                                                 |                                       |        
|                                                     | Principal payments on notes to related parties                                           |                                                                                 |                                       | (740   
|                                                     | Proceeds from long-term debt                                                             |                                                                                 |                                       | 2,006  
|                                                     | Principal payments on long-term debt                                                     |                                                                                 |                                       | (845   
|                                                     | Net proceeds from sale of common stock                                                   |                                                                                 |                                       | 5,792  
|                                                     | Proceeds from exercise of stock options                                                  |                                                                                 |                                       | 1,111  
|                                                     |                                                                                          |                                                                                 |                                      
|Net cash provided by financing activities            |                                                                                          |                                                                                 | 6,920                                 |        
|Effect of exchange rate changes on cash              |                                                                                          |                                                                                 | (190                                  | )      
|                                                     |                                                                                          |                                                                                 |                                      
|Net increase (decrease) in cash and cash equivalents |                                                                                          |                                                                                 | 2,039                                 |        
|Cash and cash equivalents at beginning of year       |                                                                                          |                                                                                 | 1,338                                 |        
|                                                     |                                                                                          |                                                                                 |                                      
|Cash and cash equivalents at end of year             |                                                                                          | $                                                                               | 3,377                                 |        
|                                                     |                                                                                          |                                                                                 |                                      

18

---

ALPNET, INC. AND SUBSIDIARIES

Consolidated
Statements of Cash Flows (continued)

Supplemental
disclosure of cash flow information:

|                                                                                            |                                                     |  | Year Ended December 31
|------------------------------------------------------------------------------------------- | --------------------------------------------------- |  | ----------------------
|Thousands of dollars                                                                        |                                                     |  | 2000                  
|
|Cash paid during the year for:                                                              |                                                     |  |                       
|                                                                                            | Interest                                            |  | $                     
|                                                                                            | Income taxes                                        |  |                       
|(1) Includes $145,000 and $125,000 of capitalized interest for 2000 and 1999, respectively.
|Supplemental schedule of non-cash investing and financing activities:                      
|                                                                                            | Equipment purchased under capital lease obligations |  | $                     

During 1999, the Company purchased all of the capital stock of EP and TPS (as described in note 3). In conjunction with the acquisitions, liabilities were
assumed as follows:

Fair value of assets acquired

$
8,632Cash paid


(85
)Paid in stock


(6,248
)Liabilities assumed

$
2,299


See accompanying notes.

19

---



ALPNET, INC. AND SUBSIDIARIES

Notes
to Consolidated Financial Statements

December 31,
2000

1. Significant Accounting Policies

Nature of Operations

ALPNET, Inc. (the "Company") is a United States multinational corporation. The Company provides services and solutions in the multilingual information management services sector
to businesses engaged in international trade. These services include information consultancy, language technology integration, translation and localization. The principal markets for the Company's
services are North America, Europe, and Asia. During 1999 and 2000, the Company embarked on a strategic repositioning to evolve its service offering to include a full range of value-added multilingual
information services and move up the chain in the information creation, localization and information management process (the "InfoCycleTM").

Principles of Consolidation

The consolidated financial statements include the accounts of ALPNET, Inc. and its wholly-owned subsidiaries or branches located in the United States, Canada, Brazil, United
Kingdom, Republic of Ireland, Germany, France, Spain, the Netherlands, Sweden, Singapore, Korea, China, Japan and Thailand. Significant intercompany accounts and transactions have been eliminated in
consolidation.

For
all of the Company's foreign subsidiaries, the functional currency has been determined to be the local currency. Accordingly, assets and liabilities are translated at year-end exchange rates, and
operating statement items are translated at average exchange rates prevailing during the year. The resultant cumulative translation adjustments to the assets and liabilities are recorded as a separate
component of shareholders' equity. Exchange adjustments resulting from foreign currency transactions are included in the determination of net income.

In
accordance with Statement of Financial Accounting Standards No. 95, "Statement of Cash Flows," cash flows from the Company's foreign subsidiaries are calculated based upon the local currencies. As
a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers cash equivalents to be all highly liquid investments with a maturity of three months or less when purchased. Cash equivalents are stated at cost, which
approximates fair value.

Property, Equipment and Leasehold Improvements

Property, equipment and leasehold improvements are recorded at cost. Depreciation and amortization are calculated using the straight-line method over estimated useful lives of 3
to 5 years for equipment, 5 to 25 years for leasehold improvements.

Goodwill

Goodwill consists of the excess of the purchase price over the fair value of net assets of purchased subsidiaries and is amortized on the straight-line method over 12 to 25
years. Annually and upon significant changes, the Company reviews goodwill for impairment. In determining whether an impairment should be recognized, the Company compares undiscounted cash flows over
the remaining amortization period to the unamortized balance of goodwill for each acquired subsidiary. Based upon management's review at December 31, 2000, the Company has expensed certain
goodwill amounts as discussed in note 4 to the financial statements.

20

---

1. Significant Accounting Policies (continued)

Software

Purchased software is recorded at cost. The Company capitalized certain of the costs of developed software for internal use in accordance with Statement of Position 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for Internal Use." Costs incurred during the application development stage are capitalized and amortized over the estimated useful
life of the software. Amortization of software is provided on a straight line basis over useful lives ranging from two to six years.

Revenue Recognition

Revenue from sales of services is recognized as work is performed on either the completed-contract or percentage-of-completion method, depending on the terms of the purchase
order or contract. The completed-contract method is applied to purchase orders for short-term, low value projects. The percentage-of-completion method is used for longer-term, higher value contracts
with defined specifications and deliverables. Revenue is recognized according to management's assessment of the progress of completion. Anticipated losses, if any, are recognized in the period in
which determined. Work-in-process represents costs on incomplete projects as well as revenues earned in excess of amounts billed.

Stock Options

The Company accounts for stock options using the intrinsic value method and provides pro forma footnote disclosure of the impact of using the fair value method.

Income (Loss) Per Share

The Company presents basic and diluted income (loss) per share on the face of the consolidated statements of income. Basic income (loss) per share is computed by dividing net
income (loss) by the weighted average number of common shares outstanding during the accounting period excluding any dilutive effects of options and convertible securities. Diluted income per share
includes the potential dilution as a result of exercising stock options and convertible securities.

Comprehensive Income

The Company presents comprehensive income in the shareholders' equity section of the consolidated balance sheet. Accumulated other comprehensive income is entirely accumulated
foreign currency translation adjustments.

Segment Data

The Company operates in one business segment: multilingual information management services. Within this segment, the Company also evaluates its performance by significant
geographic regions: North America, Europe and Asia.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Recent Accounting Pronouncements

In the third quarter of 1999, the Company adopted FAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." This requires the Company to record all derivative
instruments as assets or liabilities, measured at fair value. The adoption of this statement had no material affect on the financial statements of the Company.

In
December 1999, the Securities and Exchange Commission released Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements," ("SAB 101"). The bulletin summarizes the
views of the staff on applying generally accepted accounting principles to revenue recognition. SAB 101 expresses the opinion that revenue is earned when four criteria are met: persuasive evidence of
an arrangement exists; delivery has occurred or services have been rendered; the sales price to the buyer is fixed or determinable; and collectibility is reasonably assured. The Company believes that
its existing revenue recognition policies are in conformity with SAB 101.

21

---

2. Geographical and Segment Data

The following selected financial data summarizes the Company's domestic and foreign operations for financial reporting purposes. Allocations of corporate and country overheads
to domestic and foreign operations are based upon the Company's policies for financial reporting consistently applied during the periods. Intercompany sales are normally billed on a margin-sharing
basis. All intercompany sales are eliminated in determining the totals.

|                                                                                                                     |               |   | Year Ended December 31 |       
|-------------------------------------------------------------------------------------------------------------------- | ------------- | - | ---------------------- | ------
|Thousands of dollars                                                                                                 |               |   | 2000                   |       
|
|Net external sales:                                                                                                  |               |   |                        |       
|                                                                                                                     | North America |   | $                      | 17,942
|                                                                                                                     | Europe        |   |                        | 27,825
|                                                                                                                     | Asia          |   |                        | 4,607 
|                                                                                                                     |               |   |                       
|                                                                                                                     |               | $ | 50,374                 |       
|                                                                                                                     |               |   |                       
|Intercompany sales:                                                                                                  |               |   |                        |       
|                                                                                                                     | North America |   | $                      | 5,221 
|                                                                                                                     | Europe        |   |                        | 6,318 
|                                                                                                                     | Asia          |   |                        | 5,623 
|                                                                                                                     |               |   |                       
|                                                                                                                     |               | $ | 17,162                 |       
|                                                                                                                     |               |   |                       
|Income (loss) before income taxes:                                                                                   |               |   |                        |       
|                                                                                                                     | North America |   | $                      | (7,696
|                                                                                                                     | Europe        |   |                        | (3,594
|                                                                                                                     | Asia          |   |                        | 742   
|                                                                                                                     |               |   |                       
|                                                                                                                     |               | $ | (10,548                | )     
|                                                                                                                     |               |   |                       
|Identifiable assets:                                                                                                 |               |   |                        |       
|                                                                                                                     | North America |   | $                      | 12,883
|                                                                                                                     | Europe        |   |                        | 14,998
|                                                                                                                     | Asia          |   |                        | 4,131 
|                                                                                                                     |               |   |                       
|                                                                                                                     |               | $ | 32,012                 |       
|                                                                                                                     |               |   |                       
|Depreciation and amortization:                                                                                       |               |   |                        |       
|                                                                                                                     | North America |   | $                      | 463   
|                                                                                                                     | Europe        |   |                        | 1,404 
|                                                                                                                     | Asia          |   |                        | 249   
|                                                                                                                     |               |   |                       
|                                                                                                                     |               | $ | 2,116                  |       
|                                                                                                                     |               |   |                       
|Interest expense (income):                                                                                           |               |   |                        |       
|                                                                                                                     | North America |   | $                      | 205   
|                                                                                                                     | Europe        |   |                        | 373   
|                                                                                                                     | Asia          |   |                        | 15    
|                                                                                                                     |               |   |                       
|                                                                                                                     |               | $ | 593                    |       
|                                                                                                                     |               |   |                       
|Net external sales and total identifiable assets in the UK, Germany, Netherlands, Canada, and the US are as follows: |              
|Net external sales:                                                                                                  |               |   |                        |       
|                                                                                                                     | UK            |   | $                      | 5,886 
|                                                                                                                     | Germany       |   |                        | 12,714
|                                                                                                                     | Netherlands   |   |                        | 6,575 
|                                                                                                                     | Canada        |   |                        | 8,016 
|                                                                                                                     | US            |   |                        | 9,926 
|Identifiable assets:                                                                                                 |               |   |                        |       
|                                                                                                                     | UK            |   | $                      | 2,968 
|                                                                                                                     | Germany       |   |                        | 3,783 
|                                                                                                                     | Netherlands   |   |                        | 7,733 
|                                                                                                                     | Canada        |   |                        | 3,054 
|                                                                                                                     | US            |   |                        | 9,829 

No single client accounted for more than 10% of revenues in any year.

22

---

3. Acquisitions

On June 30, 1999, the Company acquired the entire outstanding share capital of EP Electronic Publishing Partners GmbH ("EP"), a German corporation based in Nuremberg,
Germany. The acquisition cost of approximately $1,007,000 was paid as follows:

Cash

$
98,0008% unsecured note due June 30, 2000


320,0008% unsecured notes due in three equal installments in 36, 48, and 60 months from the acquisition date, convertible to common shares


133,00049,518 shares of ALPNET, Inc. common stock


112,000Assumption of net liabilities and acquisition costs


344,000Total

$
1,007,000


The acquisition was accounted for using the purchase method. The purchase price was allocated to software ($630,000) and goodwill ($377,000) which are being
amortized on the straight-line method over 6 and 12 years, respectively. $330,000 of goodwill was written off at December 31, 2000 in connection with the restructuring of the Company, as
discussed in note 4 to the Notes of the Consolidated Financial Statements. The 8% unsecured note due June 30, 2000 was paid when due.

On
July 30, 1999, the Company acquired the entire outstanding share capital of Technical Publishing Services B.V. ("TPS"), formerly Stork TPS, a Dutch corporation based in Hengelo, the
Netherlands. The acquisition cost of approximately $6,392,000 was paid as follows:

3,000,000 shares of ALPNET, Inc. common stock

$
6,136,000Acquisition costs


256,000Total

$
6,392,000


The acquisition was accounted for using the purchase method and the purchase price was allocated entirely to goodwill which is being amortized on the
straight-line method over 12 years.

The
results of operations at EP and TPS have been included in the consolidated results of operations since July 1 and August 1, 1999, respectively.

Pro forma financial information

The following table shows the effect of acquisitions on the consolidated financial statements of the Company on a pro forma basis, as if the acquisitions had taken place on
January 1, 1998.

Year Ended December 311999


1998Sales of services

$
56,344

$
56,914Operating income


1,843


331Net income (loss)


584


(998
)Income (loss) per share  basic


0.02


(0.04
)Income (loss) per share  diluted


0.02


(0.04
)


23

---

4. Restructuring and Related Activities

During 2000, ALPNET substantially completed all of the remaining actions contemplated under the 1998 restructuring plan which included lease cancellation commitments in the
Company's European operations of approximately $124,000. The Company paid all other obligations prior to December 31, 1999.

In
November 2000, ALPNET's Board approved a restructuring plan to realign the Company's organization, centralize and consolidate production operations, reduce infrastructure and overhead, and
eliminate various unprofitable operations. Restructuring and other related charges of approximately $3.0 million were expensed. These charges were composed of approximately $2.1 million of severance
and closure costs, approximately $500,000 of goodwill impairment in locations being closed with no further business relationships and approximately $400,000 related to losses incurred on assets
disposed from operation closures. Costs for employee separations of approximately $1.2 million related to 13 employees in North America, 41 employees in Europe and 9 employees in Asia. Terminated
employees worldwide affected all the major business functions and job classes. Employee separation benefits include severance, medical and other benefits and are payable according to relevant local
law, which often provides for payments to be made over a number of months.

An
analysis of accrued costs and amounts charged against the restructuring and related activities follows:

|Thousands of dollars
(except employee no.'s) |  | No. of Employees |  |   | Employee Separation Expenses |  |   | Lease Cancellation |  |   | Other Exit Costs |  |   | Total
|-------------------------------------------- |  | ---------------- |  | - | ---------------------------- |  | - | ------------------ |  | - | ---------------- |  | - | -----
|
|Total                                        |  | 63               |  | $ | 1,150                        |  | $ | 363                |  | $ | 1,503            |  | $ | 3,016
|Paid prior to December 31, 2000              |  | 15               |  |   | 40                           |  |   |                    |  |   |                  |  |   | 40   
|Non cash charges                             |  |                  |  |   |                              |  |   |                    |  |   | 1,156            |  |   | 1,156
|                                             |  |                 
|Outstanding as of December 31, 2000          |  | 48               |  | $ | 1,110                        |  | $ | 363                |  | $ | 347              |  | $ | 1,820
|                                             |  |                 

Employee separation expenses will all be paid in 2001. Amounts related to lease cancellation costs will be paid over the respective remaining lease terms and
other exit costs will all be paid in 2001.

In
addition to the foreign restructuring costs, the Company also reported an impairment charge of approximately $2.4 million related to the write-off of certain modules of its ALPNETXchange software.
This expense is included with the restructuring and related charges in the accompanying statement of operations.

5. Software

During 2000 and 1999, the Company capitalized certain costs totaling approximately $3.9 million and $2.8 million, respectively, for a total of $6.7 million in connection with
acquired software, purchased software, and developed software for internal use. In the fourth quarter 2000, the Company wrote off $2.4 million related to certain modules of
ALPNETXchangeTM in connection with the restructuring of the Company as discussed in note 4 to the Consolidated Financial Statements and following a thorough evaluation of the future
utility of each module of the ALPNETXchangeTM system. The amounts for 2000, below, are net of amounts written off. Amortization for certain modules commenced in the third quarter of
2000. Amortization expense for 2000 was $88,000. The remaining software modules are expected to be ready for use in the fourth quarter of 2001.

Thousands of dollars


2000


1999Internal development costs

$
2,859

$
1,374Purchased software


599


683Capitalized interest


270


125Capitalized development cost


3,728


2,182Software acquired from EP


630


630Total

$
4,358

$
2,812


24

---



6. Borrowings

Credit Facilities with Banks

Credit facilities with banks consisted of the following at December 31:

|Thousands of dollars                               |  | Interest Rate 2000 |  |   | 2000  |  |   | 1999 
|-------------------------------------------------- |  | ------------------ |  | - | ----- |  | - | -----
|
|Credit facility with a US bank                     |  | 9.4%               |  | $ | 1,748 |  | $ | 998  
|Credit facility with a Canadian bank               |  | 8.5%               |  |   | 667   |  |   | 1,171
|Credit facilities with a UK bank                   |  | 7.5%               |  |   | 492   |  |   | 1,183
|Credit facility with a German bank                 |  | 9.25%              |  |   | 393   |  |   | 526  
|Unsecured credit facility with another German bank |  | 9.75%              |  |   |       |  |   |      
|Credit facility with a Spanish bank                |  |                    |  |   |       |  |   | 54   
|Credit facility with a Singapore bank              |  | 7.5%               |  |   | 67    |  |   |      
|                                                   |  |                    |  |  
|                                                   |  |                    |  | $ | 3,367 |  | $ | 3,932
|                                                   |  |                    |  |  

All of the Company's credit facilities have variable interest rates. The interest percentages shown are the actual rates at December 31, 2000. The
weighted average interest rate on notes payable to banks was 8.9% at December 31, 2000 and 7.95% at December 31, 1999. Most of the Company's credit facilities are subject to annual renewals and
the Company expects them to be renewed on substantially the same terms as currently exist. Due to the short-term nature of these notes, their carrying values at December 31, 2000 approximate
their fair values.

The
credit facility with the US bank is collateralized by US-based accounts receivable, has a maximum limit of $2,000,000 at December 31, 2000, and is limited to 80% of US accounts receivable.
A leasing facility of $2,000,000 is also available under this banking relationship.

The
credit facility with the Canadian bank is collateralized by the accounts receivable of the Canadian subsidiary and is guaranteed by the Company. There is a maximum limit of Canadian $2,500,000
(approximately $1,670,000) at December 31, 2000, and intercompany debts have been subordinated to the bank.

The
credit facilities with the UK bank as of December 31, 2000 are provided under an invoice factoring agreement. There is a maximum limit of 80% of UK receivables (approximately $500,000) at
December 31, 2000.

The
secured credit facility with a German bank is collateralized by the accounts receivable of the German subsidiaries and DM 400,000 (approximately $190,000) is guaranteed by the Company.
There is a maximum limit of DM 1.1 million (approximately $530,000) at December 31, 2000. Intercompany debts have been subordinated to the bank. The unsecured credit facility with
another German bank has a maximum limit of DM 200,000 (approximately $95,000) at December 31, 2000.

The
credit facility with the Spanish bank was guaranteed by the UK subsidiary and had a maximum limit of PTS 9.2 million (approximately $56,000) at December 31, 1999. It was paid off in full during
2000.

As
of December 31, 2000, the Company had unused amounts under these credit facilities of approximately $1,677,000.

25

---

6. Borrowings (continued)

Related Party Debt

Related party debt consists of the following at December 31:

Thousands of dollars


2000


1999Convertible notes to former shareholders of EP

$
122

$
133Convertible notes to related parties


340


490Note to former shareholder of TPS





793462


1,416Less current portion





793Long-term debt to related parties

$
462

$
623


The convertible notes to former shareholders of EP were issued on completion of the acquisition (as described in note 3). These notes bear an interest rate of 8
percent and are repayable in three equal installments due 36, 48 and 60 months from the date of the notes, June 30, 1999. The outstanding principal may be converted, at the option of the
lender, into restricted shares of the Company's common stock at any time after June 30, 2000. The beginning conversion price is $1.78 (based on the average market value of the Company's stock
for the five trading days prior to the note date, June 30, 1999) and increases by 10 percent per year beginning June 30, 2001. The Company has the right to repay the outstanding
principal of the notes at any time without penalty.

During
1999, the Company issued approximately $1.8 million of convertible notes to private investors, $490,000 of which were issued to related parties. These notes have a variable interest rate of US
prime plus 2% (11.5% and 10.25% as of December 31, 2000 and 1999, respectively), and are repayable in three equal installments due 36, 48 and 60 months from the date of issuance. The
outstanding principal is convertible, at the option of the lender, into restricted shares of the Company's common stock at any time after issuance. The conversion price is the average market value of
the Company's stock for the five trading days prior to issuance of the note. The conversion price of the notes ranges from $1.72 to $2.73. The Company has the right to prepay the notes at any time
prior to maturity, upon 30 days' notice. One of the private investor lenders with a convertible note in the amount of $150,000, who was a related party in 1999, ceased to be a related party in 2000.

The
aggregate maturities of long-term related party debt as of December 31, 2000 were as follows:

Thousands of dollars


AmountYear ending December 312001

$
02002


1542003


1542004


154$
462


26

---

6. Borrowings (continued)

Long-Term Debt

Long-term debt consisted of the following at December 31:

Thousands of dollars


2000


1999Term loans with a bank in Canada, payable in monthly installments, interest at 8%

$
302


180Capital lease obligations to financial institutions due at various dates through 2006, secured by certain equipment, interest at 6% to 22%


1,284


927Convertible notes, net


3,177


1,300Unsecured note issued on acquisition of EP, interest at 8%





3204,763


2,727Less current portion


841


827$
3,922

$
1,900


The convertible notes issued in 1999 provide for terms identical to the notes issued to related parties, as described above.

During
2000, the Company issued approximately $2.0 million of convertible notes to private investors. These notes have a variable interest rate of U.S. prime plus 2%, and are repayable in three equal
installments due 36, 48, and 60 months from the date of issuance. The outstanding principal is convertible, at the option of the lender, into shares of the Company's common stock at any time after
issuance. The conversion price of each note is the average market value of the Company's stock for the five trading days prior to issuance of the note. The conversion price of the notes ranges from
$2.22 to $5.29. The Company has the right to prepay the notes at any time prior to maturity. In connection with approximately $1.7 million of the notes, the Company issued warrants for approximately
385,000 additional shares at an exercise price of $3.33 which are immediately exercisable and expire two years from the date of grant. The fair value of the warrants and conversion feature of $315,000
approximately results in an effective interest rate for the related debt of 17.7%.

The
aggregate maturities of long-term debt as of December 31, 2000 were as follows:

Thousands of dollars


Capital Lease Obligations


Long-Term Debt
(Net of Warrant Value)Year ending December 312001

$
830

$
712002


404


5752003


136


1,1482004


42


1,0982005 and thereafter


38


5871,450

$
3,479Less amount representing imputed interest


166Present value of net minimum capital lease payments


1,284Less current portion of capital lease obligations


770Capital lease obligations, less current portion

$
514


Based on a discounted cash flow analysis, the carrying values of long-term debt at December 31, 2000 approximate fair values.

At
December 31, 2000 and 1999, the gross amount of equipment recorded under capital leases was $2,095,000 and $724,000, respectively. Accumulated amortization on these assets at
December 31, 2000 and 1999 was $520,000 and $445,000, respectively.

27

---

7. Capital Stock

Equity Transactions

In 1995, the Company issued 87,339 shares of series D Convertible Preferred Stock to a shareholder and director, in exchange for the cancellation of a 300,000 Swiss franc
(approximately $243,000) note payable. Each share of the series D Preferred Stock is convertible at the option of the holder into nine shares of the Company's Common Stock, has voting rights as if the
shares were already converted, and features a 10% non-cumulative dividend subject to the discretion of the Board of Directors. Due to its accumulated deficit, the Company is currently prohibited from
paying dividends under Utah corporate law.

On
July 7, 2000, the Company completed a private equity financing of $6.5 million of the Company's common stock with a group of investors. The agreement includes certain anti-dilution
provisions. The net proceeds from the transaction were approximately $5.8 million. The private placement consisted of approximately 2.9 million shares of Common Stock.

In
connection with the private placement, the Company issued warrants to purchase a total of 826,000 shares of Common Stock at an exercise price from $3.09 to $3.14 per share. The Company determined
the approximate fair value of the warrants to be $1.67 million.

Income (Loss) per Share

The following table sets forth the computation of basic and diluted income (loss) per share.

|Thousands of dollars and shares, except income (loss) per share                                                 |                                                                           |                             | 2000    |        |   | 1999   |        |     | 1998   |       
|--------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | --------------------------- | ------- | ------ | - | ------ | ------ | --- | ------ | ------
|
|Numerator:                                                                                                      |                                                                           |                             |         |        |   |        |        |     |        |       
|Numerator for income (loss) per share  basic                                                                   |                                                                           | $                           | (11,047 | )      | $ | 716    |        | $   | (818   | )     
|                                                                                                                | Convertible notes                                                         |                             |         |        |   |        | 65     |     |        |       
|                                                                                                                |                                                                           |                             |        
|Numerator for income (loss) per share  assuming dilution                                                       |                                                                           | $                           | (11,047 | )      | $ | 781    |        | $   | (818   | )     
|                                                                                                                |                                                                           |                             |        
|Denominator:                                                                                                    |                                                                           |                             |         |        |   |        |        |     |        |       
|                                                                                                                | Denominator for income (loss) per share  basic  weighted-average shares |                             |         | 29,654 |   |        | 25,761 |     |        | 23,838
|                                                                                                                | Effect of dilutive securities:                                            |                             |         |        |   |        |        |     |        |       
|                                                                                                                |                                                                           | Convertible Preferred Stock |         |        |   |        |        | 786 |        |       
|                                                                                                                |                                                                           | Employee stock options      |         |        |   |        |        | 891 |        |       
|                                                                                                                |                                                                           | Convertible notes           |         |        |   |        |        | 345 |        |       
|                                                                                                                |                                                                           |                             |        
|                                                                                                                | Dilutive potential common shares                                          |                             |         |        |   |        | 2,022  |     |        |       
|                                                                                                                |                                                                           |                             |        
|Denominator for income per share  assuming dilution  adjusted weighted-average shares and assumed conversions |                                                                           |                             | 29,654  |        |   | 27,783 |        |     | 23,838 |       
|                                                                                                                |                                                                           |                             |        
|Income (loss) per share  basic                                                                                 |                                                                           | $                           | (.37    | )      | $ | .03    |        | $   | (.03   | )     
|                                                                                                                |                                                                           |                             |        
|Income (loss) per share  assuming dilution                                                                     |                                                                           | $                           | (.37    | )      | $ | .03    |        | $   | (.03   | )     
|                                                                                                                |                                                                           |                             |        

The total number of shares for convertible preferred stock, employee stock options, warrants and convertible notes that would have been antidilutive, have been
excluded from the calculations of net loss per share  assuming dilution. The number of shares excluded were approximately 6,441,000 for the year ended December 31, 2000.

28

---



7. Capital Stock (continued)

Stock Options

During the year ended December 31, 2000, the Company had two stock option plans (the "Option Plans"). At December 31, 2000, a total of 4,941,151 shares of the
Company's authorized Common Stock were reserved for ultimate issuance under the Company's non-statutory stock option plan, of which 532,851 shares have been issued. The Company also had an executive
stock option plan, under which 2,173,332 shares have been issued. The executive plan expired on September 1, 2000, all existing outstanding options were exercised and 776,668 unissued shares
were transferred to the non-statutory plan. The Company has granted non-qualified stock options to employees, officers and independent members of the Board of Directors under both plans.

The
exercise terms of the options granted under the non-statutory stock option plan provide that the options expire six years after date of grant and cannot be exercised during the first year. The
options vest 20% per year over a five year period. The exercise terms of the options granted under the executive stock option plan generally provided for vesting over the period from June 1998
through June 2000. All unexercised options under this plan expired on September 1, 2000 or when the employee terminated employment with the Company, if sooner.

The
Company has elected to continue to apply Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and related interpretations in accounting for its Option
Plans. The alternative fair value method of accounting prescribed by Financial Accounting Standard No. 123, "Accounting for Stock- Based Compensation" ("FAS 123"), requires the use of option valuation
models that were not developed for use in valuing employee stock options, as discussed below. Accordingly, under APB 25, no compensation expense has been recognized for stock option grants because the
exercise price of stock options equals or exceeds the market price of the Company's Common Stock on the date of grant.

If
the Company had elected to account for options granted in 2000, 1999 and 1998 based on their fair value, as prescribed by FAS 123, net income and income per share would have been adjusted to the
pro forma amounts shown in the table below.

|Thousands of dollars, except income (loss) per share |           |  | 2000 |         |   | 1999 |     |  | 1998 |       
|---------------------------------------------------- | --------- |  | ---- | ------- | - | ---- | --- |  | ---- | ------
|
|Net income (loss)                                    |           |  |      |         |   |      |     |  |      |       
|                                                     | Reported  |  | $    | (11,047 | ) | $    | 716 |  | $    | (818  
|                                                     | pro forma |  |      | (12,386 | ) |      | 241 |  |      | (1,414
|Net income (loss) per share  basic                  |           |  |      |         |   |      |     |  |      |       
|                                                     | Reported  |  |      | (.37    | ) |      | .03 |  |      | (.03  
|                                                     | pro forma |  |      | (.42    | ) |      | .01 |  |      | (.06  
|Net income (loss) per share  assuming dilution      |           |  |      |         |   |      |     |  |      |       
|                                                     | Reported  |  |      | (.37    | ) |      | .03 |  |      | (.03  
|                                                     | pro forma |  |      | (.42    | ) |      | .01 |  |      | (.06  

The fair value of each stock option grant was determined using the Black-Scholes option pricing model and the following assumptions: expected stock price
volatility of .8 to 1.0, risk-free interest rate of 6%, weighted average expected option lives ranging from three to four years, and no dividends. The Black-Scholes option valuation model was
developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly
subjective assumptions including expected stock price volatility. Because the Company's stock options have characteristics significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value, in management's opinion the existing models do not necessarily provide a reliable single measure of the fair value of stock
options. The method of accounting for stock options as defined by FAS 123 has not been applied to options granted prior to January 1, 1996, and therefore the resulting pro forma compensation
cost may not be representative of that to be expected in future years.

29

---

7. Capital Stock (continued)

The following table is a summary of activity for the Company's Option Plans for the years ended December 31:

|                                                               |           | 2000 |        | 1999   |   | 1998                           
|-------------------------------------------------------------- | --------- | ---- | ------ | ------ | - | -------------------------------
|Thousands of shares                                            |           |      | Shares |        |   | Weighted Average Exercise Price
|
|Outstanding at beginning of year                               |           |      | 2,368  |        | $ | 1.73                           
|                                                               | Granted   |      |        | 1,934  |   |                                
|                                                               | Cancelled |      |        | (538   | ) |                                
|                                                               | Exercised |      |        | (1,043 | ) |                                
|                                                               |           |      |        |        |   |                                
|Outstanding at end of year                                     |           |      | 2,721  |        | $ | 2.80                           
|                                                               |           |      |        |        |   |                                
|Exercisable at end of year                                     |           |      | 276    |        | $ | 2.14                           
|                                                               |           |      |        |        |   |                                
|Weighted average fair value of options granted during the year |           | $    | 1.45   |        |   |                                
|                                                               |           |      |        |        |   |                                

The following table summarizes information about stock options outstanding at December 31, 2000:

|Thousands of shares      |  | Options Outstanding                        |  |                                                      | Options Exercisable
|------------------------ |  | ------------------------------------------ |  | ---------------------------------------------------- | -------------------
|
|Range of Exercise Prices |  | Number Outstanding As of December 31, 2000 |  | Weighted Average Remaining Contractual Life in Years |                    
|
|$ .97 - $2.00            |  | 824                                        |  | 4.24                                                 |                    
|$2.03 - $2.05            |  | 410                                        |  | 5.44                                                 |                    
|$2.42 - $2.42            |  | 1,030                                      |  | 5.39                                                 |                    
|$2.92 - $7.36            |  | 457                                        |  | 4.62                                                 |                    

8. Income Taxes

The Company files a consolidated US Federal income tax return which includes all domestic operations. Tax returns for states within the US and for foreign subsidiaries are filed
in accordance with applicable laws. The following summarizes
for income tax purposes, the domestic and foreign components of income (loss) before income taxes for the year ended December 31:

Thousands of dollars


2000


1999


1998Domestic

$
(8,045
)
$
2,237

$
1,396Foreign


(2,503
)

(901
)

(1,668
)$
(10,548
)
$
1,336

$
(272
)


Income tax expense, including the effect of net operating loss carryforwards, consisted of the following for the year ended December 31:

Thousands of dollars


2000


1999


1998Current income tax expenseDomestic income taxesFederal




$
40State

$
2


80

$
2Foreign income taxes


497


500


544Total income tax expense

$
499

$
620

$
546


30

---

8. Income Taxes (continued)

Income tax expense varied from the expected statutory domestic federal income tax amount as follows for the year ended December 31:

Thousands of dollars


2000


1999


1998Tax expense on consolidated income computed at the US statutory federal income tax rate

$
(3,691
)
$
468

$
(95
)Impact of foreign taxes


(40
)

833


813Impact of change in valuation allowance


4,230Utilization of US net operating losses from prior year





(743
)Utilization of foreign net operating losses from prior years State income taxes


2


80


2Other


(2
)

(18
)

(174
)Reported income tax expense

$
499

$
620

$
546


The approximate tax effect of the temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows for the year
ended December 31:

Thousands of dollars


2000


1999


1998Deferred tax assets:Net operating loss carryforwards

$
8,993

$
7,000

$
7,100Tax credit carryforwards


100


150


250Other








100Total deferred tax assets


9,093


7,150


7,450Less valuation allowances


(9,093
)

(7,150
)

(7,350
)Net deferred tax assets

$


$


$
100Total deferred tax liabilities

$


$


$
100


Due to prior years' operating losses, the Company and certain of its subsidiaries have net operating loss carryforwards available to offset future taxable income
in the various countries in which the Company operates. The Company has approximately $100,000 of general business tax credit carryforwards available to offset future US federal income taxes which
expire in 2001. The valuation allowance has been adjusted for net operating losses generated and utilized in each of the three years.

The
following table summarizes by geographic region the significant available operating loss carryforwards and the related expiration dates.

|Thousands of dollars |  |   | Operating Loss Carryforwards |  | Expiration Dates       
|-------------------- |  | - | ---------------------------- |  | -----------------------
|
|North America        |  | $ | 19,501                       |  | 2001 through 2020      
|Europe               |  |   | 5,050                        |  | 2001 through indefinite
|Asia                 |  |   | 1,900                        |  | 2001 through 2005      

31

---

9. Commitments and Contingencies

Operating Leases

All of the Company's office space and various equipment is rented under leases which are classified as operating leases. These leases have remaining terms of up to 15 years.
Certain of the leases for office space contain renewal options and adjustment clauses based on consumer price indices. Total rental expense for all operating leases was approximately $2.4 million in
2000, $2.4 million in 1999, and $2.4 million in 1998. Certain office space was subleased pursuant to a contract expiring in 1999. Total sublease rental income was approximately $42,000 in 2000,
$54,000 in 1999, and $79,000 in 1998.

At
December 31, 2000, future minimum payments under non-cancelable operating leases with initial terms of one year or more, are as follows:

Thousands of dollars


Lease PaymentsYear ending December 312001

$
2,0592002


1,8132003


1,4462004


9072005


696Thereafter


3,263Total minimum lease payments

$
10,184


Employee Benefit Plans

ALPNET, Inc. has a contributory profit sharing plan ("Plan") which is designed to meet the requirements for qualification under Section 401(k) of the US Internal Revenue Code.
Under this provision, contributions by US employees are excluded from their taxable income. The Plan provides retirement benefits for US employees meeting certain eligibility requirements.

Certain
of the Company's subsidiaries have defined contribution plans which cover substantially all of their employees. Contributions are based upon percentages of participating employees'
compensation.

The
cost of all of these plans was approximately $306,000 in 2000, $277,000 in 1999, and $180,000 in 1998.

10. Related Party Transactions

As of December 31, 2000, the Company has a $7,000 unsecured promissory note receivable, bearing interest at prime plus 3%, from an officer and director of the Company.
The note balance was $21,000 at December 31, 1999 and $34,000 at December 31, 1998.

Sales
of services include approximately $246,000 in 2000 and $325,000 in 1999 to companies controlled by Stork N.V., former owner of TPS and significant shareholder of the Company. The balance
receivable from related companies amounted to approximately $97,000 as of December 31, 2000 and $140,000 in 1999. The Company also paid approximately $188,000 in 2000 and $80,000 in 1999 for a
lease on facilities to a subsidiary of Stork N.V.

11. Valuation and Qualifying Accounts

The following table sets out the activity in the Company's allowance for doubtful receivables:

|Thousands of dollars         |  |   | 2000 |   |   | 1999 |   |   | 1998 |  
|---------------------------- |  | - | ---- | - | - | ---- | - | - | ---- | -
|
|Balance at beginning of year |  | $ | 489  |   | $ | 424  |   | $ | 338  |  
|Additions                    |  |   | 446  |   |   | 306  |   |   | 247  |  
|Deductions                   |  |   | (211 | ) |   | (241 | ) |   | (161 | )
|                             |  |   |     
|Balance at end of year       |  | $ | 724  |   | $ | 489  |   | $ | 424  |  
|                             |  |   |     

Additions represent amounts charged to costs and expenses for doubtful receivables. Deductions represent the write-off of specific accounts receivable.

32

---

12. Subsequent Events

During February, 2001, the Company implemented a program under its non-statutory stock option plan whereby employees could voluntarily elect to terminate all or a portion of
their current stock option grant(s). The number of shares covered by the terminated stock option will be held by the Company and following a waiting period of at least six months, will be made
available for future stock option grants. New options granted to participating employees will be in the same number as the terminated stock options and at an option price equal to the then prevailing
market price for the Company's common stock. On February 21, 2001, the effective date of the program, options for 576,120 shares were terminated by employees participating in the program.

33

---



REPORT
OF INDEPENDENT AUDITORS

The
Board of Directors and Shareholders
ALPNET, Inc. and Subsidiaries

We
have audited the accompanying consolidated balance sheets of ALPNET, Inc. and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of ALPNET Canada Inc., a subsidiary of ALPNET, Inc., which
statements reflect total assets constituting 10% as of December 31, 2000 and 12% as of December 31, 1999, and total revenues constituting 16% in 2000, 17% in 1999 and18% in 1998 of the
related consolidated totals. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to data included for ALPNET Canada, Inc., is
based solely on the report of other auditors.

We
conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and
the report of other auditors provide a reasonable basis for our opinion.

In
our opinion, based on our audits and the report of other auditors, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of
ALPNET, Inc. and subsidiaries at December 31, 2000 and 1999, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31,
2000, in conformity with accounting principles generally accepted in the United States.

ERNST
& YOUNG LLP

Salt
Lake City, Utah
February 16, 2001, except for
 Note 12, as to which the date is
 February 21, 2001

34

---



REPORT
OF INDEPENDENT AUDITORS

To
the Shareholders of
ALPNET Canada, Inc.

We
have audited the balance sheets of ALPNET Canada, Inc. as at December 31, 2000 and 1999 and the statements of operations, deficit and cash flows for each of the years ended
December 31, 2000, 1999 and 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based
on our audits.

We
conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In
our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2000 and 1999 and the results of its operations and
its cash flows for each of the years ended December 31, 2000, 1999 and 1998 in accordance with Canadian generally accepted accounting principles.

\s\
RICHTER, USHER & VINEBERG

Chartered
Accountants

Montreal,
Quebec
January 29, 2001

35

---



ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information with respect to directors required by Item 10 of Form 10-K is presented in the section titled "Information About Directors and Nominees for Director" in the
Company's definitive Proxy Statement dated March 27, 2001 and is incorporated herein by reference. The information with respect to Executive Officers is presented in the section titled
"Information About Directors and Nominees for Director in the Company's definitive Proxy Statement dated March 27, 2001 and is incorporated herein by reference. The information with respect to other
significant employees is presented in the section titled "Certain Significant Employees" in the Company's definitive Proxy Statement dated March 27, 2001 and is incorporated herein by reference.

ITEM 11: EXECUTIVE COMPENSATION

Information required by Item 11 of Form 10-K is presented in the sections titled "Compensation of Directors," "Executive Compensation and Related Information" and "Compensation
Pursuant to Plans" in the Company's definitive Proxy Statement dated March 27, 2001 and is incorporated herein by reference.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information required by Item 12 of Form 10-K is presented in the sections titled "Principal Shareholders" and "Information About Directors and Nominees for Director" in the
Company's definitive Proxy Statement dated March 27, 2001 and is incorporated herein by reference.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by Item 13 of Form 10-K is presented in the section titled "Certain Relationships and Related Transactions" in the Company's definitive Proxy Statement
dated March 27, 2001 and is incorporated herein by reference.

36

---



PART IV

ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) (1) Financial Statements:

The financial statements are included in Item 8, Financial Statements and Supplementary Data, as listed in the following index:

| |  | Index to Consolidated Financial Statements: |  | Page                                                                                   
| |  | ------------------------------------------- |  | ---------------------------------------------------------------------------------------
| |  | Consolidated Financial Statements:          |  |                                                                                        
| |  |                                             |  | Balance Sheets as of December 31, 2000 and 1999                                        
| |  |                                             |  | Statements of Operations for the years ended December 31, 2000, 1999 and 1998          
| |  |                                             |  | Statements of Shareholders' Equity for the years ended December 31, 2000, 1999 and 1998
| |  |                                             |  | Statements of Cash Flows for the years ended December 31, 2000, 1999 and 1998          
| |  |                                             |  | Notes to Consolidated Financial Statements                                             
| |  |                                             |  | Report of Independent Auditors                                                         



All
schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions and therefore have been
omitted, or are not presented because the information required is included in the financial statements or notes thereto.



| |  | Exhibit No. |  | Filing Description                                                                                                                               |  | Status |  
| |  | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------ | -
|
| |  | 3.1         |  | Restated Articles of Incorporation, as Amended                                                                                                   |  | (i     | )
| |  | 3.2         |  | By-Laws                                                                                                                                          |  | (iii   | )
| |  | 4.1         |  | Specimen Series D Preferred Stock Certificate                                                                                                    |  | (i     | )
| |  | 10.1        |  | Specimen Executive Stock Option Agreement dated August 17, 1995                                                                                  |  | (ii    | )
| |  | 10.2        |  | Stock Purchase Agreement between ALPNET, Inc. and EP Electronic Publishing Partners GmbH et al, dated June 30, 1999, with Exhibits               |  | (iv    | )
| |  | 10.3        |  | Stock Purchase Agreement between ALPNET, Inc., et al and Stock N.V., et al, dated July 30, 1999 with Exhibits                                    |  |        |  
| |  | 21          |  | Subsidiaries of Registrant                                                                                                                       |  | (vi    | )
| |  | 23.1        |  | Consent of Ernst & Young LLP, Independent Auditors                                                                                               |  | (vi    | )
| |  | 23.2        |  | Consent of Richter, Usher & Vineberg, Independent Auditors for ALPNET Canada, Inc.                                                               |  | (vi    | )
| |  | (i)         |  | Previously filed on November 13, 1995 as an Exhibit to Form 10-Q for the quarter ended September 30, 1995, and incorporated herein by reference. |  |        |  
| |  | (ii)        |  | Previously filed on March 28, 1996 as an Exhibit to Form 10-K for the year ended December 31, 1995, and incorporated herein by reference.        |  |        |  
| |  | (iii)       |  | Previously filed on August 13, 1996 as an Exhibit to Form 10-Q for the quarter ended June 30, 1996, and incorporated herein by reference.        |  |        |  
| |  | (iv)        |  | Previously filed on July 14, 1999 as an Exhibit to Form 8-K for the acquisition dated June 30, 1999, and incorporated herein by reference.       |  |        |  
| |  | (v)         |  | Previously filed on August 10, 1999 as an Exhibit to Form 8-K for the acquisition dated July 30, 1999, and incorporated herein by reference.     |  |        |  
| |  | (vi)        |  | Filed herewith.                                                                                                                                  |  |        |  

(b) Exhibits:

The response to this portion of Item 14 is submitted as a separate section of this report. See Item 14(a)(3) above.

(c) Financial Statement Schedules:

The response to this portion of Item 14 is submitted as a separate section of this report. See Item 14(a)(2) above.

37

---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

| |  | ALPNET, INC.
| |  | ------------
| |  | By:         
| |  | Date:       

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

|/s/MICHAEL F. EICHNER                                                        |  | 27 March 2001
|---------------------------------------------------------------------------- |  | -------------
|                                                                             |  |              
|Michael F. Eichner
Acting CEO, Chairman of the
Board of Directors            |  |              
|/s/JAAP VAN DER MEER                                                         |  | 27 March 2001
|                                                                             |  |              
|Jaap van der Meer
President and Director                                     |  |              
|/s/JOHN W. WITTWER                                                           |  | 27 March 2001
|                                                                             |  |              
|John W. Wittwer
Vice President Finance, Chief Financial
Officer and Director |  |              
|/s/JAMES R. MORGAN                                                           |  | 27 March 2001
|                                                                             |  |              
|James R. Morgan
Vice President Legal, Chief Legal
Officer and Director       |  |              
|/s/DONALD N. REEVES                                                          |  | 27 March 2001
|                                                                             |  |              
|Donald N. Reeves
Director                                                    |  |              
|/s/DARNELL L. BOEHM                                                          |  | 27 March 2001
|                                                                             |  |              
|Darnell L. Boehm
Director                                                    |  |              
|/s/GERARD J. M. DIJKSTRA                                                     |  | 27 March 2001
|                                                                             |  |              
|Gerard J. M. Dijkstra
Director                                               |  |              
|/s/ECKART WINTZEN                                                            |  | 27 March 2001
|                                                                             |  |              
|Eckart Wintzen
Director                                                      |  |              

38

---

QuickLinks