<PAGE>

                             FORM 10-Q/A AMENDMENT NO. 1
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549


[ X ]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarterly Period Ended June 30, 1996

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-15935


                              ALTRIS SOFTWARE, INC.
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)


          CALIFORNIA                                  95-3634089     
-------------------------------                   -------------------
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                    Identification No.) 


                     9339 CARROLL PARK DRIVE, SAN DIEGO, CA 92121
               ------------------------------------------------------
               (Address of principal executive offices and zip code)


                                 (619) 625-3000              
               ------------------------------------------------------
                (Registrant's telephone number, including area code)

                                  ALPHAREL, INC.
               ------------------------------------------------------
                            (Former name of registrant)


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                
                              -- --                 -----

Number of shares of Common Stock outstanding at July 31, 1996:   18,897,012     
                                                               --------------

<PAGE>

     In March 1998, Altris Software, Inc. (the "Company") announced that it 
was conducting a review of its interim financial information and annual 
financial statements for 1996 and the interim information for the first three 
quarters of 1997 with a view to determining whether the revenue previously 
reported for such periods was recognized in accordance with generally 
accepted accounting principles.  As a result of this review, the Company has 
restated such financial statements.  This Amendment to the Company's 
Quarterly Report on Form 10-Q sets forth the restated financial statements of 
the Company for the three and six months ended June 30, 1996.

     Information in the Quarterly Report on Form 10-Q as originally filed was 
presented as of the date of such original filing or earlier, as indicated 
therein.  Unless otherwise stated, such information has not been updated in 
this Amendment.  In particular, "Item 2.  Management's Discussion and 
Analysis of Financial Condition and Results of Operations" as originally 
filed discussed the Company's financial condition and results of operations 
based on the financial statements in the Quarterly Report on Form 10-Q as 
originally filed, without consideration of the restatement reflected herein, 
and therefore no reliance should be placed thereon.  Please refer to "Item 7. 
Management's Discussion and Analysis of Financial Condition and Results of 
Operations" appearing in the Company's Annual Report on Form 10-K for the 
year ended December 31, 1996, as amended by the Form 10-K/A filed 
concurrently herewith, for a discussion of the financial condition and 
results of operations of the Company at and for the year ended December 31, 
1996.

                                       1

<PAGE>

                               ALTRIS SOFTWARE, INC.
                                          
                           PART 1.  FINANCIAL INFORMATION
                                          
     All per share information does not reflect the effects of one-for-two
reverse stock split by the Company on October 25, 1996.
                                          
                             CONSOLIDATED BALANCE SHEET
                                          

<TABLE>
<CAPTION>
                                                 June 30, 1996   December 31, 1995
                                                 -------------   -----------------
                                                  (Unaudited)
                                                  (Restated)
<S>                                               <C>             <C>
                          ASSETS
Current assets:
   Cash and cash equivalents                       $   901,000     $ 4,656,000
   Short term investments                               90,000         270,000
   Receivables, net                                  6,396,000       4,207,000
   Inventory, net                                      460,000         469,000
   Other current assets                                840,000         803,000
                                                   -----------     -----------
      Total current assets                           8,687,000      10,405,000

Property and equipment, net                          2,091,000       1,645,000
Computer software, net                               1,573,000       1,549,000
Goodwill                                             4,607,000       4,945,000
Deposits and other assets                              494,000         458,000
                                                   -----------     -----------
      Total assets                                 $17,452,000     $19,002,000
                                                   -----------     -----------
                                                   -----------     -----------
                                          
           LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                $ 1,501,000     $ 2,192,000
   Accrued liabilities                               2,304,000       3,211,000
   Notes payable                                       200,000       1,834,000
   Convertible note payable                                  -       1,000,000
   Deferred revenue                                  1,105,000       1,229,000
                                                   -----------     -----------
      Total current liabilities                      5,110,000       9,466,000

Long term note payable                                 397,000         475,000
Other long term liabilities                            774,000         945,000
                                                   -----------     -----------
      Total liabilities                              6,281,000      10,886,000

Commitments

Shareholders' equity:
   Preferred stock, $1 par value, 
      1,000,000 shares authorized; 
      650,761 designated; 62,500 shares 
      issued and outstanding                         1,229,000       3,306,000
   Common stock, no par value, 40,000,000 
     shares authorized; 18,544,464 and 
     16,950,902 issued and outstanding, 
     respectively                                   59,769,000      54,085,000
   Foreign currency translation adjustment              60,000               -
   Accumulated deficit                             (49,887,000)    (49,275,000)
                                                   -----------     -----------
      Total shareholders' equity                    11,171,000       8,116,000
                                                   -----------     -----------
        Total liabilities and shareholders' equity $17,452,000     $19,002,000
                                                   -----------     -----------
                                                   -----------     -----------
</TABLE>

           See accompanying notes to the consolidated financial statements

                                       2

<PAGE>

                               ALTRIS SOFTWARE, INC.
                                          
                        CONSOLIDATED STATEMENT OF OPERATIONS
                                    (Unaudited)
                        (In thousands except per share data)

<TABLE>
<CAPTION>
                                        For the three months  For the six months
                                           ended June 30,        ended June 30,        
                                        --------------------  ------------------
                                           1996       1995      1996      1995
                                           ----       ----      ----      ----
                                        (Restated)           (Restated)
<S>                                      <C>        <C>      <C>         <C>
Revenues                                   $5,971    $3,351   $10,132    $6,502

Cost of revenues                            2,368     1,422     4,775     3,114
                                           -------   -------  --------   -------

Gross profit                                3,603     1,929     5,357     3,388
                                           -------   -------  --------   -------

Operating expenses:
      Research and development                849       335     1,756       560
      Marketing and sales                   1,394       778     2,647     1,471
      General and administrative              854       399     1,565       721
                                           -------   -------  --------   -------
        Total operating expenses            3,097     1,512     5,968     2,752
                                           -------   -------  --------   -------

Income (loss) from operations                 506       417      (611)      636

Interest and other income                      20        36        46        70
Interest and other expense                    (21)      (26)      (47)      (54)
                                           -------   -------  --------   -------
Income (loss) before taxes                    505       427      (612)      652

Provision for taxes                             -         -         -         -
                                           -------   -------  --------   -------

Net income (loss)                          $   505   $   427  $  (612)   $  652
                                           -------   -------  --------   -------
                                           -------   -------  --------   -------

Net income (loss) per share                $   .03   $   .03  $ (0.04)   $  .05
                                           -------   -------  --------   -------
                                           -------   -------  --------   -------

Weighted average shares                    19,187    14,068    17,696    14,066
  outstanding
</TABLE>

          See accompanying notes to the consolidated financial statements.

                                       3

<PAGE>

                               ALTRIS SOFTWARE, INC.
                                          
                        CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 For the six months
                                                                   ended June 30,
                                                                 ------------------
                                                                 1996          1995
                                                                 ----          ----
                                                              (Restated)
<S>                                                           <C>              <C>
Cash flow from operating activities:
   Net (loss) income                                           $  (612,000)    $ 652,000
   Adjustments to reconcile net (loss) income to 
      net cash provided by operating activities:
        Depreciation and amortization                              956,000       335,000
   Changes in assets and liabilities:
      Receivables                                               (2,189,000)      (64,000)
      Inventory                                                      9,000       251,000
      Other assets                                                  84,000      (292,000)
      Accounts payable                                            (691,000)        2,000
      Accrued liabilities                                         (907,000)      (49,000)
      Deferred revenue                                            (124,000)      (91,000)
      Other long term liabilities                                 (171,000)            -
                                                               -----------    ----------
Net cash (used in) provided by operating activities             (3,645,000)      744,000
                                                               -----------    ----------

Cash flows from investing activities:
   
Short term investments maturing                                    180,000     1,129,000
   Purchases of property and equipment                            (764,000)     (186,000)
   Proceeds from sale of property and equipment                          -         4,000
   Purchases of software                                           (15,000)      (11,000)
   Computer software capitalized                                  (466,000)     (404,000)
   Cash paid to former Optigraphics shareholders                         -      (171,000)
                                                               -----------    ----------
Net cash (used in) provided by investing activities             (1,065,000)      361,000
                                                               -----------    ----------

Cash flows from financing activities:
   
   Principal payment under cash advanced by a bank related
      to former Optigraphics shareholder notes payable          (1,634,000)            -
   Principal payments under note payable                           (78,000)      (28,000)
   Proceeds from exercise of stock options                         699,000        39,000
   Net proceeds from issuance of preferred stock                 1,908,000             -
                                                               -----------    ----------
   Net cash provided by financing activities                       895,000        11,000
                                                               -----------    ----------
Effects of exchange rate changes on cash                            60,000             -
                                                               -----------    ----------
Net (decrease) increase in cash and cash equivalents            (3,755,000)    1,116,000

Cash and cash equivalents at beginning of period                 4,656,000     1,036,000
                                                               -----------    ----------
Cash and cash equivalents at end of period                     $   901,000    $2,152,000
                                                               -----------    ----------

Supplemental cash flow information:
   Interest paid                                               $    37,000    $   73,000
                                                               -----------    ----------
                                                               -----------    ----------

Schedule of non-cash financing activity:
   Conversion of Preferred Stock and note payable to
      Common Stock                                             $ 5,003,000             -
                                                               -----------    ----------
                                                               -----------    ----------
</TABLE>


          See accompanying notes to the consolidated financial statements.

                                       4
<PAGE>

                               ALTRIS SOFTWARE, INC.

                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)



NOTE 1 - BASIS OF PRESENTATION

     The accompanying consolidated balance sheet of Altris Software, Inc. 
(formerly Alpharel, Inc.) (the "Company") as of June 30, 1996 and the 
consolidated statement of operations and of cash flows for the three and six 
month periods ended June 30, 1996 and 1995 are unaudited.  The consolidated 
financial statements and related notes have been prepared in accordance with 
generally accepted accounting principles applicable to interim periods.  In 
the opinion of management, the consolidated financial statements reflect all 
adjustments, consisting only of normal recurring adjustments, necessary for a 
fair presentation of the consolidated financial position, operating results 
and cash flows for the periods presented.  

     The consolidated financial statements include the accounts of the 
Company and its wholly owned subsidiaries.  All intercompany accounts and 
transactions have been eliminated.

     These consolidated financial statements should be read in conjunction 
with the financial statements included in the Company's Annual Report on Form 
10-K, as amended, for the year ended December 31, 1996, as filed with the 
Securities and Exchange Commission.

     The financial statements included herein have been restated from those 
previously published to reflect corrections of misapplications of the 
Company's revenue recognition policies.  The results for the three and six 
months ended June 30, 1996 have been amended to reflect changes in the timing 
and amount of revenue recognition for those contracts where subsequently 
discovered facts indicate that revenue had initially been recognized before: 
(a) there was persuasive evidence of an agreement between the Company and the 
customer; (b) the amount of the fee had become fixed; or (c) there was 
sufficient evidence of the delivery of the product or services.

     The reconciliation of previously reported results to restated results 
for the three and six months ended June 30, 1996 is as follows:

<TABLE>
<CAPTION>
                                      For the three months                          For the six months
                                       ended June 30,1996                          ended June 30, 1996
                               --------------------------------------    ----------------------------------------
                                                       (In thousands except per share data)

                                Previously                      As         Previously                     As
                                Reported       Adjustment    Restated       Reported    Adjustment     Restated
                                ----------     ----------    --------      ----------   ----------     ---------
<S>                              <C>           <C>           <C>          <C>          <C>             <C>
Revenues                          $6,106        $(135)        $5,971       $12,167      $(2,035)         $10,132
Gross profit                       3,973         (370)         3,603         7,521       (2,164)           5,357
Net income (loss)                    875         (370)           505         1,552       (2,164)            (612)
Net income (loss) per share          .05        (0.02)           .03           .08       (0.12)            (0.04)
</TABLE>


NOTE 2 - NET INCOME (LOSS) PER SHARE

     Net income (loss) per share is computed on the basis of weighted average 
shares and common stock equivalent shares outstanding for each period 
presented, if dilutive.

                                       5
<PAGE>

                                     SIGNATURE


     Pursuant to the requirements 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.

                                                 ALTRIS SOFTWARE, INC.



                                              By:  /s/ John W. Low
                                                 -----------------------------
                                                   John W. Low
                                                   Chief Financial Officer




                                             Dated:         May 19, 1998
                                                   ---------------------------

                                       6