
<PAGE>   1
                                                                     EXHIBIT 1.1












   
                              3,600,000 SHARES
    



                               AMERIPATH, INC.


                                COMMON STOCK
                              ($.01 PAR VALUE)




                           UNDERWRITING AGREEMENT












   
APRIL __, 1997
    




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                                                                  April __, 1997
    



Morgan Stanley & Co. Incorporated
Dean Witter Reynolds Inc.
Hambrecht & Quist
Piper Jaffray Inc.
The Robinson-Humphrey Company, Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York  10036

Dear Sirs and Mesdames:

   
     AmeriPath, Inc., a Delaware corporation (the "Company"), proposes to issue
and sell to the several Underwriters named in Schedule II hereto (the
"Underwriters"), an aggregate of 3,600,000 shares of the Common Stock, $.01 par
value of the Company (the "Firm Shares"). 

     The Company also proposes to issue and sell and a certain stockholder of
the Company (the "Selling Stockholder") also proposes to sell to the several
Underwriters not more than an aggregate of an additional 540,000 shares of its
Common Stock, $.01 par value (the "Additional Shares"), each of the Company and
the Selling Stockholder selling the amount set forth opposite such person's
name in Schedule I hereto, if and to the extent that you, as Managers of the
offering, shall have determined to exercise, on behalf of the Underwriters, the
right to purchase such shares of common stock granted to the Underwriters in
Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter
collectively referred to as the "Shares."  The shares of Common Stock, $.01 par
value, of the Company to be outstanding after giving effect to the sales
contemplated hereby are hereinafter referred to as the "Common Stock."  The
Company and the Selling Stockholder are hereinafter sometimes collectively
referred to as the "Sellers."
    

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, including a prospectus, relating to the
Shares.  The registration statement as amended at the time it becomes
effective, including the information (if any) deemed to be part of the
registration statement at the time of effectiveness pursuant to Rule 430A under
the Securities Act of 1933, as amended (the "Act"), is hereinafter referred to
as the "Registration Statement."  The prospectus (as described in Rule
434(a)(1) under the Act) in the form first used to confirm sales of Shares is
herein referred to as the "Distributed Prospectus"; the prospectus included in
the Registration Statement at the time of its effectiveness (including the
information, if any, deemed to be a part of the Registration Statement at the
time of effectiveness pursuant to Rule 430A under the Act) is hereinafter
referred to as the "Filed Prospectus"; and the Distributed Prospectus and the
Filed Prospectus are hereinafter referred to collectively as the "Prospectus."
If the Company has filed an abbreviated registration statement to register
additional shares of Common Stock pursuant to Rule 462(b) under the Act (the
"Rule 462 Registration Statement"), then any reference herein to the term
"Registration Statement" shall be deemed to include such Rule 462 Registration
statement.

     1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to and agrees with each of the Underwriters that:




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           (a) The Registration Statement on Form S-1 (File No. 333-17065) with
      respect to the Shares, a copy of which has heretofore been delivered to
      you, has been carefully prepared by the Company in conformity with the
      requirements of the Act, and the published rules and regulations (the
      "Rules and Regulations") of the Commission under the Act, and has been
      filed with the Commission under the Act; and the Company has so prepared
      and proposes so to file prior to the effective date of such registration
      statement an amendment to such registration statement including the final
      form of prospectus (which may omit such information as permitted by Rule
      430A of the Rules and Regulations).

   
           (b) When the Registration Statement becomes effective and as of the
      date hereof, the Registration Statement and the Prospectus will conform in
      all material respects to the requirements of the Act and the Rules and
      Regulations.  At the time the Registration Statement becomes effective and
      at the date hereof, the Registration Statement will not include any untrue
      statement of a material fact or omit to state any material fact required
      to be stated therein or necessary to make the statements therein not
      misleading.  The Prospectus, when it becomes effective and as of the date
      hereof and at the Closing Date (as hereinafter defined), will not include
      an untrue statement of a material fact or omit to state a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading; provided,
      however, that the foregoing representations, warranties and agreements
      shall not apply to information contained in or omitted from the
      Registration Statement or the Prospectus in reliance upon, and in
      conformity with, written information furnished to the Company by or on
      behalf of any Underwriter, directly or through the Representatives, or by
      the Selling Stockholder, specifically for use in the preparation thereof.
    

           (c) Subsequent to the respective dates as of which information is
      given in the Registration Statement and Prospectus: (A) neither the
      Company nor any of its subsidiaries or the professional association and
      professional corporations, which are separate legal entities that
      contract with the Company or its subsidiaries to provide physician
      services in certain states (collectively, the "PA Contractors") has
      incurred any liabilities or obligations (indirect, direct or contingent)
      or entered into any oral or written agreements or other transactions not
      in the ordinary course of business that, singly or in the aggregate,
      could reasonably be expected to be material to the Company and its
      subsidiaries or PA Contractors considered as a whole or that could
      reasonably be expected to result in a material reduction in the earnings
      of the Company and its subsidiaries considered as a whole; (B) neither
      the Company nor any of its subsidiaries or PA Contractors has sustained
      any loss or interference with its business or properties from strike,
      fire, flood, windstorm, accident or other calamity (whether or not
      covered by insurance) that, singly or in the aggregate, could reasonably
      be expected to be material to the Company and its subsidiaries and PA
      Contractors considered as a whole; (C) there has been no material change
      in the indebtedness of the Company, no change in the capital stock of the
      Company and no dividend or distribution of any kind declared, paid or
      made by the Company on any class of its capital stock; and (D) there has
      not been any material adverse change, nor any development that could,
      singly or in the aggregate, result in a material adverse change in the
      condition (financial or other), business, prospects or results of
      operations of the Company and its subsidiaries and PA Contractors
      considered as a whole, whether or not arising in the ordinary course of
      business ("Material Adverse Effect").

           (d) The financial statements, together with the related notes and
      schedules, set forth in the Prospectus and elsewhere in the Registration
      Statement, fairly present, on the basis stated in the Registration
      Statement, the financial position and the results of operations and
      changes in financial position of the Company and its consolidated
      subsidiaries and PA Contractors at the respective dates or for the
      respective periods therein specified.  Such financial statements and
      related notes and schedules have been prepared in accordance with
      generally accepted accounting principles applied on a consistent basis
      except as may be set forth in the Prospectus.  The selected financial
      data set forth in the Prospectus under the caption "Selected Consolidated
      Financial Data" fairly presents, on the basis stated in the Registration
      Statement, the information set forth therein.


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           (e) Deloitte & Touche LLP, who have expressed their opinions on the
      audited financial statements and related schedules included in the
      Registration Statement, are independent public accountants as required by
      the Act and the Rules and Regulations.

           (f) The pro forma consolidated financial data of the Company and its
      consolidated subsidiaries and PA Contractors and the related notes
      thereto included in the Registration Statement and the Prospectus have
      been prepared in accordance with the Commission's rules and guidelines
      with respect to pro forma financial statements and have been properly
      compiled on the bases described therein, and the assumptions used in the
      preparation thereof are reasonable and the adjustments used therein are
      appropriate to give effect to the transactions and circumstances referred
      to therein.

           (g) The Company and each of its subsidiaries and PA Contractors have
      been duly organized and are validly existing and in good standing as
      corporations under the laws of their respective jurisdictions of
      organization, with corporate power and authority to own, lease and
      operate their properties and to conduct their businesses as described in
      the Registration Statement and Prospectus; the Company is and each of its
      subsidiaries and PA Contractors are in possession of and operating in
      compliance in with all franchises, grants, authorizations, licenses,
      permits, easements, consents, certificates and orders required for the
      conduct of its business, all of which are valid and in full force and
      effect, except where the failure to posses or operate in compliance with
      such items would not singly or in the aggregate result in a Material
      Adverse Effect, and neither the Company nor any of its subsidiaries or PA
      Contractors has received any notice of proceedings relating to the
      revocation or modification of any such franchise, grant, authorization,
      license, permit, easement, consent, certificate or order which, singly or
      in the aggregate, if the subject of an unfavorable decision, would result
      in a Materially Adverse Effect; and the Company is and each of such
      subsidiaries and PA Contractors are duly qualified to do business and in
      good standing as foreign corporations in all other jurisdictions where
      their ownership or leasing of properties or the conduct of their
      businesses requires such qualification, except where the failure to be so
      qualified would not singly or in the aggregate have a Material Adverse
      Effect.

           (h) The Company has authorized, issued and outstanding capital stock
      as set forth under the heading "Capitalization" in the Prospectus (except
      for subsequent issuances, if any, pursuant to reservations or agreements
      referred to in the Prospectus); the issued and outstanding shares of
      Common Stock (including the outstanding shares of the Shares) of the
      Company conform to the description thereof in the Prospectus and have
      been duly authorized and validly issued and are fully paid and
      nonassessable and are listed on the Nasdaq National Market; the
      stockholders of the Company have no preemptive rights with respect to any
      shares of capital stock of the Company and all outstanding shares of
      capital stock of each corporate subsidiary have been duly authorized and
      validly issued, and are fully paid and nonassessable and are owned
      directly by the Company or by another subsidiary of the Company, and
      except as disclosed in the Prospectus, free and clear of any liens,
      encumbrances, equities or claims.

           (i) The Shares to be issued and sold by the Company to the
      Underwriters hereunder have been duly and validly authorized and, when
      issued and delivered against payment therefor as provided herein, will be
      duly and validly issued and fully paid and nonassessable and will conform
      to the description thereof in the Prospectus.

           (j) Except as disclosed in the Prospectus, there are no legal or
      governmental proceedings pending to which the Company or any of its
      subsidiaries or PA Contractors is a party or of which any property of the
      Company or any subsidiary or PA Contractors is the subject, that are
      required to be disclosed in the Registration Statement (other than as
      described therein), or which, if determined adversely to the Company or
      any subsidiary, would individually or in the aggregate result in a
      Material Adverse Effect to the Company and its subsidiaries and PA
      Contractors or which might materially and adversely affect the
      consummation of this Agreement; and to the best of the Company's
      knowledge no such proceedings are threatened or contemplated by 
      governmental authorities or threatened by others.

           (k) Neither the Company nor any of its subsidiaries or PA
      Contractors is, or with the giving of notice or passage of time or both
      would be, in breach or violation of any of the terms or provisions of or


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      in default under: (A) any statute, rule or regulation applicable to the
      Company or any of its subsidiaries or PA Contractors; (B) any indenture,
      contract, lease, mortgage, deed of trust, note or other agreement or
      instrument to which the Company or such subsidiary is a party or by which
      it may be bound; (C) its certificate of incorporation, by-laws or other
      organizational documents; and (D) any order, decree or judgment of any
      court or governmental agency or body having jurisdiction over the Company
      or any of its subsidiaries or PA Contractors, in each case (other than
      clause (C) of this Section 1(k)), where such breach, violation or default
      would have a Material Adverse Effect. The performance of this Agreement
      and the consummation of the transactions herein contemplated will not,
      with the giving of notice or passage of time or both, result in a breach
      or violation of any of the terms or provisions of or constitute a default
      under: (W) any statute, rule or regulation, to the best of the Company's
      knowledge after due inquiry, that is applicable to the Company or any of
      its subsidiaries; (X) any indenture, contract, mortgage, lease, deed of
      trust, note or other agreement or instrument to which the Company or any
      of its subsidiaries is a party or by which it is bound; (Y) the Company's
      or any such subsidiary's certificate of incorporation, by-laws or other
      organizational documents; or (Z) any order, decree judgment of any court
      or governmental agency or body having jurisdiction over the Company or
      any of its subsidiaries or any of their respective properties.

           (l) No labor dispute with the employees of the Company or any of its
      subsidiaries exists or, to the best of the Company's knowledge after due
      inquiry, is imminent.

           (m) No consent, approval, authorization, order, registration or
      qualification of or with any court or governmental agency or body is
      required for the issuance and sale of the Shares by the Company or for
      the consummation by the Company of the transactions contemplated by this
      Agreement, including, without limitation, the use of the proceeds from
      the sale of the Shares to be sold by the Company in the manner
      contemplated in the Prospectus under the caption "Use of Proceeds,"
      except such as may be required by the National Association of Securities
      Dealers, Inc. (the "NASD") or under the Act or the securities or Blue Sky
      laws of any jurisdiction in connection with the purchase and distribution
      of the Shares by the Underwriters.

           (n) This Agreement has been duly authorized, executed and delivered
      by the Company.

           (o) Except as disclosed in the Prospectus, the Company and its
      subsidiaries have no trademarks, trademark registrations, service marks,
      service mark registrations, trade names or copyrights that are necessary
      for the conduct of their respective businesses as described in the
      Prospectus.

           (p) The Company and its subsidiaries and PA Contractors have such
      certificates, permits, licenses, franchises, consents, approvals,
      authorizations and clearances issued by the appropriate federal, state or
      foreign regulatory authorities as are necessary to own, lease or operate
      their respective properties and to conduct their respective businesses in
      the manner described in the Prospectus ("Licenses") and all such Licenses
      are valid and in full force and effect, except where the failure to
      possess such Licenses would not singly or in the aggregate have a
      Material Adverse Effect.  The Company and each of its subsidiaries and PA
      Contractors are in compliance in all material respects with their
      respective obligations under such Licenses and no event has occurred that
      allows, or after notice or lapse of time or both would allow, revocation,
      suspension or termination of any such License or a violation of any such
      laws or regulations, except where such revocation, suspension,
      termination or violation would not singly or in the aggregate have a
      Material Adverse Effect.  Neither the Company nor any Subsidiary or PA
      Contractor has received any notice of proceedings relating to the
      revocation or modification of any such License which, singly or in the
      aggregate, if the subject of an unfavorable decision, ruling or finding,
      would result in a Material Adverse Effect, except as described in or
      contemplated by the Prospectus.  No such License contains a material
      restriction on the Company or any of its subsidiaries that is not
      adequately disclosed in the Registration Statement and the Prospectus.

           (q) The Company is not an "investment company" or an entity
      "controlled" by an "investment company" as such terms are defined in the
      Investment Company Act of 1940, as amended.



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           (r) The Company and its subsidiaries have good and marketable title
      to all properties (real and personal) owned by the Company and its
      subsidiaries, and except as disclosed in the Prospectus, free and clear
      of any mortgage, pledge, lien, security interest, claim or encumbrance of
      any kind that may materially interfere with the use of such properties or
      the conduct of the business of the Company and its subsidiaries
      considered as a whole; and all material properties held under lease or
      sublease by the Company or its subsidiaries are held under valid,
      subsisting and enforceable leases or subleases.

           (s) The Company and its subsidiaries maintain accurate books and
      records reflecting their respective assets and maintain internal
      accounting controls which provide reasonable assurance that (A) material
      transactions are executed with management's authorization, (B)
      transactions are recorded as necessary to permit preparation of financial
      statements and to maintain accountability for assets, (C) access to
      assets is permitted only in accordance with management's authorization
      and (D) the reported accountability of assets is compared with existing
      assets at reasonable intervals.

           (t) The Company has complied, and will continue to comply, with all
      provisions of Section 517.075 of the Florida Statutes (Chapter 92-198,
      Laws of Florida) and the rules thereunder.

           (u) The Company and its subsidiaries and PA Contractors carry or are
      entitled to the benefits of insurance in such amounts and covering such
      risks as, to the best of the Company's knowledge after due inquiry, is
      generally maintained by or on behalf of companies of established repute
      engaged in the same of similar business, and all such insurance is in
      full force and effect.

           (v) The Company and its subsidiaries have filed all federal, state,
      local and foreign tax returns required to be filed, such returns are
      complete and accurate in all material respects, and all taxes shown by
      such returns or otherwise assessed that are due or payable have been
      paid, except such taxes as are being contested in good faith and as to
      which adequate reserves have been provided.  The charges, accruals and
      reserves on the books of the Company and its subsidiaries in respect of
      any tax liability for any year not finally determined are adequate to
      meet any assessments or reassessments for additional taxes; and there has
      been no tax deficiency asserted and, to the best knowledge of the
      Company, no tax deficiency might be asserted or threatened against the
      Company or any of its subsidiaries that could, singly or in the
      aggregate, have a Material Adverse Effect.

           (w) Each "employee benefit plan" within the meaning of the Employee
      Retirement Income Security Act of 1974, as amended ("ERISA"), in which
      employees of the Company or any of its subsidiaries are eligible to
      participate is in compliance in all  material respects with the
      applicable provisions of ERISA and the Internal Revenue Code of 1986, as
      amended.  Neither the Company nor any of its subsidiaries have any
      liability under Title IV of ERISA, nor does the Company or any of its
      subsidiaries expect that any such liability will be incurred, that could
      singly or in the aggregate, have a Material Adverse Effect.

           (x) No transaction has occurred between or among the Company, its
      subsidiaries, its PA Contractors and any of their respective officers,
      directors or affiliates or, to the best of the Company's knowledge, any
      affiliate of any such officer or director, that is required to be
      described in the Registration Statement that is not so described.

           (y) Except as disclosed in the Prospectus, there are no contracts,
      agreements or understandings between the Company or its subsidiaries or
      PA Contractors and any third party (whether acting in an individual,
      fiduciary or other capacity) granting such third party the right to
      require the Company to file a registration statement under the Act with
      respect to any securities of the Company owned or to be owned by such
      third party or to require the Company to include such securities in the
      securities registered pursuant to the Registration Statement or in any
      securities being registered pursuant to any other registration statement
      filed by the Company under the Act.

           (z) There are no statutes, regulations, contracts or other documents
      that are required to be described in the Registration Statement or the
      Prospectus or to be filed as an exhibit to the Registration Statement
      that are not described or filed as required.  The contracts so described
      in the Registration 

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      Statement and the Prospectus are in full force and effect and neither 
      the Company or any of its subsidiaries nor, to the best knowledge of
      the Company, any other party is in breach of or default under any such
      contracts, except for such defaults or breaches that would not singly or
      in the aggregate have a Material Adverse Effect.

           (aa) The Company has not taken and will not take, directly or
      indirectly, any action designed to or that could reasonably be expected
      to cause or result in the stabilization or manipulation of the price of
      the Common Stock and the Company has not distributed and will not
      distribute any offering material in connection with the offering and sale
      of the Shares other than any preliminary prospectus filed with the
      Commission or the Prospectus or other materials, if any, permitted by the
      Act or the Rules or Regulations.

           (bb) The business conducted by the Company and its subsidiaries and
      the contractual relationships between (A) the Company and any of its
      subsidiaries and the health care payors with which it contracts and (B)
      the Company and any of its subsidiaries and the health care providers
      with which it contracts, to the best knowledge of the Company after due
      inquiry, do not violate any federal or state health care laws and
      regulations, or any federal or state patient confidentiality laws and
      regulations or any federal or state insurance laws and regulations
      (including but not limited to those governing health maintenance
      organizations and preferred provider organizations) in such jurisdictions
      in which the Company and any of its subsidiaries are operating that are
      applicable to such business and such relationships, including those laws
      governing insurance risk and risk allocation, corporate practice of
      medicine, medical practices, professional corporations, fee splitting,
      fraud and abuse and self-referral, except for violations that would not
      have a Material Adverse Effect and except as disclosed in the Prospectus.

   
           2.  REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDER.  
      The Selling Stockholder represents and warrants to and agrees with each
      of the Underwriters that:

           (a) The Selling Stockholder has full right, power and authority to
      enter into this Agreement, the custody agreement and power of attorney
      (the "Custody Agreement").  The Stockholder has duly executed
      and delivered this Agreement.  The Custody Agreement has been duly
      executed and delivered on behalf of the Selling Stockholder and the
      Custody Agreement constitutes the valid and binding agreement of such
      Selling Stockholder enforceable against the Selling Stockholder in
      accordance with its terms.

           (b) The Selling Stockholder has full right, power and authority to
      sell, transfer, assign and deliver the Shares being sold by the Selling
      Stockholder hereunder.  Immediately prior to the delivery of the Shares
      being sold by the Selling Stockholder, the Selling Stockholder was the
      sole registered owner of such Shares and had good and valid title to such
      Shares, free and clear of all adverse claims as defined in Section 8-302
      of the Uniform Commercial Code and, upon registration of such Shares in
      the names of the Underwriters or their nominees, assuming that such
      purchasers purchased such Shares in good faith without notice of any
      adverse claims as defined in Section 8-302 of the Uniform Commercial
      Code, such purchasers will have acquired all the rights of the Selling
      Stockholder in such Shares free of any adverse claim, any lien in favor
      of the Company or restrictions on transfer imposed by the Company.

           (c) The performance of this Agreement and the Custody Agreement and
      the consummation of the transactions herein and therein contemplated will
      not, with the giving of notice or the passage of time or both, result in
      a breach or violation of any of the terms or provisions of or, to the
      best knowledge of the Selling Stockholder after due inquiry, constitute
      a default under any statute, rule or regulation applicable to the 
      Selling Stockholder, or any indenture, mortgage, deed of trust, note or
      other material agreement or instrument to which the Selling Stockholder
      is a party or by which it is bound, or any judgment, order or decree of
      any court or governmental agency or body having jurisdiction over the 
      Selling Stockholder or any of its properties, or, if the Selling
      Stockholder is a corporation, the certificate or articles of
      incorporation or bylaws of the Selling Stockholder.
    


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           (d) Without the prior written consent of Morgan Stanley & Co.
      Incorporated ("Morgan Stanley") on behalf of the Underwriters, such
      Selling Stockholder will not, during the period commencing on the date
      hereof and ending 180 days after the date of the final Prospectus, (A)
      offer, pledge, sell, contract to sell, sell any option or contract to
      purchase, purchase any option or contract to sell, grant any option,
      right or warrant to purchase, or otherwise transfer of dispose of,
      directly or indirectly, any shares of Common Stock or any securities
      convertible into or exercisable or directly or indirectly, any shares of
      Common Stock or any securities convertible into or exercisable or
      exchangeable for Common Stock (whether such shares or any such securities
      are now owned by the undersigned or are hereafter acquired), or (B) enter
      into any swap or other arrangement that transfers to another, in whole or
      in part, any of the economic consequences of ownership of the Common
      Stock, whether any such transaction described in clause (A) or (B) above
      is to be settled by delivery of Common Stock or such other securities, in
      cash or otherwise.

   
           (e) The Selling Stockholder has duly executed and delivered the
      Custody Agreement (A) appointing _________________ and _______________,
      and each of them, as attorney-in-fact (the "Attorneys-in-Fact") with
      authority to execute and deliver this Agreement on behalf of the Selling
      Stockholder, to authorize the delivery of the Shares to be sold by the 
      Selling Stockholder hereunder and otherwise to act on behalf of the 
      Selling Stockholder in connection with the transactions contemplated by
      this Agreement, and (B) appointing the Company, as Custodian, to hold in
      custody for delivery under this Agreement certificates for the Shares to
      be sold by the Selling Stockholder hereunder.

           (f) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the consummation by the 
      Selling Stockholder of the transactions contemplated by this Agreement,
      except such as may be required by the NASD or under the Act or the
      securities or Blue Sky laws of any jurisdiction in connection with the
      purchase and distribution of the Shares by the Underwriters.

           (g) The Selling Stockholder has not (A) taken, directly or
      indirectly, any action designed to cause or result in, or that has
      constituted or might reasonably be expected to constitute, the
      stabilization or manipulation of the price of any security of the Company
      to facilitate the sale or resale of the Shares or (B) since the filing of
      the Registration Statement (1) sold, bid for, purchase or paid anyone any
      compensation for soliciting purchases of, the Shares or (2) paid or
      agreed to pay to any person any compensation for soliciting another to
      purchase any other securities of the Company.

           (h) All information furnished or to be furnished to the Company by
      or on behalf of the Selling Stockholder for use in connection with the
      preparation of the Registration Statement and the Prospectus, insofar as
      it relates to the Selling Stockholder, is or will be true and correct in
      all respects and, with respect to the Registration Statement, does not
      and will not contain an untrue statement of a material fact or omit to
      state any material fact required to be stated therein or necessary to
      make the statements therein not misleading, and, with respect to the
      Prospectus, does not and will not contain any untrue statement of a
      material fact or omit to state any material fact necessary in order to
      make the statements therein, in the light of the circumstances under
      which they were made, not misleading.

           (i) Nothing has come to the Selling Stockholder's attention that
      has caused the Selling Stockholder to believe that (A) at the time the
      Registration Statement becomes effective and at the date hereof, it will
      include any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary to make the
      statements therein not misleading and (B) the Prospectus, at the time it
      becomes effective and as of the date hereof and at the Closing Date, the
      Prospectus will include any untrue statement of material fact or omit to
      state any material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made,
      not misleading.  The foregoing representations, warranties and agreements
      in this subsection (ix) shall not apply to information contained in or
      omitted from the Registration Statement or the Prospectus in reliance
      upon, and in conformity with, written information furnished to the
      Company by or on behalf of any Underwriter, directly or through the
      Representatives, specifically for use in the preparation thereof.
    


                                      8

<PAGE>   9

   
     The Selling Stockholder agrees that the Shares represented by the
certificates held in custody under the Custody Agreement are for the benefit of
and coupled with and subject to the interests of the Underwriters, and the
Company hereunder, and that the arrangement for such custody and the
appointment of the Attorneys-in-Fact are irrevocable; that the obligations of
the Selling Stockholder hereunder shall not be terminated by operation of law,
whether by the death or incapacity of the Selling Stockholder or any other
event, that if the Selling Stockholder should die or become incapacitated or
any other event occur, before the delivery of the Shares hereunder,
certificates for the Shares to be sold by the Selling Stockholders shall be
delivered on behalf of the Selling Stockholder in accordance with the terms and
conditions of this Agreement and the Custody Agreement, and action taken by the
Attorneys-in-Fact or any of them under the Power of Attorney shall be as valid
as if such death, incapacity or other event had not occurred, whether or not
the Custodian, the Attorneys-in-Fact or any of them shall have notice of such
death, incapacity or other event.

     The Selling Stockholder further agrees that he will not: (a) take,
directly or indirectly, prior to the termination of the underwriting syndicate
contemplated by this Agreement, any action designed to cause or to result in,
or that might reasonably be expected to constitute, the stabilization or
manipulation of the price of any securities of the Company to facilitate the
sale or resale of any of the Shares; (b) sell, bid for, purchase or pay anyone
any compensation for soliciting purchases of, the Stock; or (c) pay to or agree
to pay any person any compensation for soliciting another to purchase any other
securities of the Company.
    

     3.         AGREEMENTS TO SELL AND PURCHASE.  Each Seller, severally and not
jointly, hereby agrees to sell to the several Underwriters, and each
Underwriter, upon the basis of the representations and warranties herein
contained, but subject to the conditions hereinafter stated, agrees, severally
and not jointly, to purchase from such Seller at $__________ a share (the
"Purchase Price") the number of Firm Shares (subject to such adjustments to
eliminate fractional shares as you may determine) that bears the same
proportion to the number of Firm Shares to be sold by such Seller as the number
of Firm Shares set forth in Schedule II hereto opposite the name of such
Underwriter bears to the total number of Firm Shares.

     On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Sellers agree to sell
to the Underwriters the Additional Shares as set forth on Schedule I hereto,
and the Underwriters shall have a one-time right to purchase, severally and not
jointly, up to 930,000 Additional Shares at the Purchase Price.  If you, on
behalf of the Underwriters, elect to exercise such option, you shall so notify
the Company in writing not later than 30 days after the date of this Agreement,
which notice shall specify the number of Additional Shares to be purchased by
the Underwriters and the date on which such shares are to be purchased.  Such
date may be the same as the Closing Date (as defined below) but not earlier
than the Closing Date nor later than ten business days after the date of such
notice.  Additional Shares may be purchased as provided in Section 5 hereof
solely for the purpose of covering over-allotments made in connection with the
offering of the Firm Shares.  If any Additional Shares are to be purchased,
each Underwriter agrees, severally and not jointly, to purchase the number of
Additional Shares (subject to such adjustments to eliminate fractional shares
as you may determine) that bears the same proportion to the total number of
Additional Shares to be purchased as the number of Firm Shares set forth in
Schedule II hereto opposite the name of such Underwriter bears to the total
number of Firm Shares.

     Each Seller hereby agrees that, without the prior written consent of
Morgan Stanley on behalf of the Underwriters, it will not, during the period
ending 180 days after the date of the Prospectus, (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock (provided that such shares or securities are currently owned by
such person or are thereafter acquired from the Company) or (ii) enter into any
swap or other agreement that transfers, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise.  The foregoing
sentence shall not apply to (A) the Shares to be sold hereunder, (B) the
issuance by the Company of shares of Common Stock pursuant to the acquisition
of anatomic pathology practices that have been approved by the Board of
Directors of the Company or by an authorized 


                                      9

<PAGE>   10


committee thereof or (C) the issuance by the Company of shares of Common Stock
upon the exercise of an option or warrant or the conversion of a security
outstanding on the date hereof or disclosed in the Prospectus of which the
Underwriters have been advised in writing.  In addition, each Selling
Stockholder, agrees that, without the prior written consent of Morgan Stanley on
behalf of the Underwriters, it will not, during the period ending 180 days after
the date of the Prospectus, make any demand for, or exercise any right with
respect to, the registration of any shares of Common Stock or any security
convertible into or exercisable or exchangeable for Common Stock.

   
     As part of the offering contemplated by this Agreement, Morgan Stanley has
agreed to reserve out of the Shares set forth opposite its name on Schedule II
to this Agreement, up to 360,000 shares, for sale to the Company's employees,
officers, directors and other parties associated with the Company (collectively
"Participants"), as set forth in the Prospectus in the heading "Underwriters"
(the "Directed Share Program").  The Shares to be sold by Morgan Stanley
pursuant to the Directed Share Program (the "Directed Shares") will be sold by
Morgan Stanley pursuant to this Agreement at the public offering price.  Any
Directed Shares not orally confirmed for purchase by any Participants by the
end of the first business day after the date on which this Agreement is
executed will be offered to the public by Morgan Stanley as set forth in the
Prospectus.
    

     4.         TERMS OF PUBLIC OFFERING.  The Sellers are advised by you that
the Underwriters propose to make a public offering of their respective
portions of the Shares as soon after the Registration Statement and this
Agreement have become effective as in your judgment is advisable.  The Sellers
are further advised by you that the Shares are to be offered to the public
initially at $ ________ a share (the "Public  Offering  Price") and to certain
dealers selected by you at a price that represents a concession not in excess
of $ ________ a share under the Public Offering Price, and that any Underwriter
may allow, and such dealers may reallow, a concession, not in excess of 
$________a share, to any Underwriter or to certain other dealers.

   
     5.         PAYMENT AND DELIVERY.  Payment for the Firm Shares to be sold 
by each Seller shall be made to such Seller in federal or other funds
immediately available in New York City against delivery of such Firm Shares for
the respective accounts of the several Underwriters at 10:00 A.M., New York
City time, on April __, 1997, or at such other time on the same or such other
date, not later than April __ , 1997, as shall be designated in writing by you. 
The time and date of such payment are hereinafter referred to as the "Closing
Date."
    

     Payment for any Additional Shares shall be made to the Company in federal
or other funds immediately available in New York City against delivery of such
Additional Shares for the respective accounts of the several Underwriters at
10:00 A.M., New York City time, on the date specified in the notice described
in Section 3 or at such other time on the same or on such other date, in any
event not later than April __, 1997, as shall be designated in writing by you.
The time and date of such payment are hereinafter referred to as the "Option
Closing Date."

     Certificates for the Firm Shares and Additional Shares shall be in
definitive form and registered in such names and in. such denominations as you
shall request in writing not later than one full business day prior to the
Closing Date or the Option Closing Date, as the case may be.  The certificates
evidencing the Firm Shares and Additional Shares shall be delivered to you on
the Closing Date or the Option Closing Date, as the case may be, for the
respective accounts of the several Underwriters, with any transfer taxes
payable in connection with the transfer of the Shares to the Underwriters duly
paid, against payment of the Purchase Price therefor.

     6.         CONDITIONS TO THE UNDERWRITERS' OBLIGATIONS.  The obligations
of the Sellers to sell the Shares to the Underwriters and the several
obligations of the Underwriters to purchase and pay for the Shares on the
Closing Date are subject to the condition that the Registration Statement shall
have become effective not later than ________ (New York time) on the date
hereof.

     The several obligations of the Underwriters are subject to the
     following further conditions:

     (a)        Subsequent to the execution and delivery of this Agreement and
                prior to the Closing Date:

            

                                     10

<PAGE>   11

                        (i) there shall not have occurred any downgrading, nor
                shall any notice have been given of any intended or
                potential downgrading or of any review for a possible change
                that does not indicate the direction of the possible change, in
                the rating accorded any of the Company's securities by any
                "nationally recognized statistical rating organization," as
                such term is defined for purposes of Rule 436(g)(2) under the
                Act; and

                        (ii) there shall not have occurred any change,
                or any development involving a prospective change, in
                the condition, financial or otherwise, or in the earnings,
                business or operations of the Company and its subsidiaries,
                taken as a whole, from that set forth in the Prospectus
                (exclusive of any amendments or supplements thereto subsequent
                to the date of this Agreement) that, in your judgment, is
                material and adverse and that makes it, in your judgment,
                impracticable to market the Shares on the terms and in the
                manner contemplated in the Prospectus.

                (b)     The Underwriters shall have received on the Closing
      Date a certificate, dated the Closing Date and signed by an executive
      officer of the Company, to the effect set forth in clause (a)(i) above
      and to the effect that the representations and warranties of the Company
      contained in this Agreement are true and correct as of the Closing Date
      and that the Company has complied with all of the agreements and
      satisfied all of the conditions on its part to be performed or satisfied
      hereunder on or before the Closing Date.

                The officer signing and delivering such certificate may rely up
      on the best of his or her knowledge as to proceedings threatened.

                (c)     The Underwriters shall have received on the Closing 
      Date an opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel,
      P.A., outside counsel for the Company, dated the Closing Date, to the 
      effect that:

                        (i)     The Company has been duly incorporated, is
                validly existing as a corporation in good standing
                under the laws of Delaware and has corporate power and
                authority to own or lease its properties and conduct its
                business as described in the Prospectus. The Company is duly
                qualified as a foreign corporation in good standing in all
                other jurisdictions where its ownership or leasing of
                properties or the conduct of its business requires such
                qualification, except where the failure to so qualify would
                not, singly or in the aggregate, have a Material Adverse
                Effect.

                        (ii)    The Company has authorized and, to the best of
                such counsel's knowledge, outstanding capital stock as
                set forth under the heading  "Capitalization" in the
                Prospectus; all outstanding shares of Common Stock (including
                the Shares) conform to the description thereof in the
                Prospectus and have been duly authorized and validly issued and
                are fully paid and nonassessable, and the stockholders of the
                Company have no statutory preemptive rights, or to the best of
                such counsel's knowledge, similar rights with respect to any
                shares of capital stock of the Company.

                        (iii)   To the best of such counsel's knowledge, there
                are no legal or governmental proceedings pending other
                than those set forth under "Business - Legal Proceedings" in
                the Prospectus to which the Company or any of its subsidiaries
                or PA Contractors is a party or of which any property of the
                Company or any subsidiary or PA Contractor is the subject,
                which individually or in the aggregate, if adversely
                determined, would have a Material Adverse Effect; and to the
                best of such counsel's knowledge no such proceedings are
                threatened by governmental authorities or others.

                        (iv)    This Agreement has been duly authorized, 
                executed and delivered by the Company; and the
                performance of this Agreement and the consummation of the
                transactions herein contemplated will not result in a breach or
                violation of any of the terms or provisions of or constitute a
                default under any federal or Florida statute, contract,
                indenture, mortgage, deed of trust, loan agreement, note, lease
                or other agreement or instrument known to such counsel to 



                                     11

<PAGE>   12

                which the Company is a party or by which it is bound,
                the Company's Certificate of Incorporation or Bylaws, or any
                order, rule or regulation known to such counsel of any court or 
                governmental agency or body having jurisdiction over the
                Company or any of its properties (except any state securities
                of "Blue Sky" rules or regulations, as to which such counsel
                shall render no opinion).

                        (v)     No consent, approval, authorization or order of
                any court or governmental agency or body is required
                for consummation by the Company of the transactions
                contemplated by this Agreement, except as such as may be
                required under the Act or as may be required under the
                securities or Blue Sky laws of any jurisdiction or by the NASD
                in connection with the purchase and distribution of the Shares
                by the Underwriters.

                        (vi)    The Registration Statement has become effective
                under the Act and, to the best of the knowledge of such
                counsel, no stop order suspending the effectiveness thereof has
                been issued and no proceedings for that purpose have been
                instituted or are pending or contemplated under the Act.

                        (vii)   The Common Stock has been approved for listing
                on the Nasdaq National Market.  The Registration
                Statement on Form 8-A relating to the Common Stock has become
                effective under the Securities Exchange Act of 1934, as
                amended.

                        (viii)  The Registration Statement and the Prospectus
                (other than the financial statements and financial
                statement schedule(s) included therein, as to which no opinions
                need be rendered), and each amendment or supplement thereto, as
                of their respective effective or issue dates and as of the
                Closing Date complied as to form in all material respects with
                the requirements of the Act and the Rules and Regulations.

                        (ix)    The descriptions in the Registration Statement
                and Prospectus of contracts and other documents are
                accurate in all material respects and such descriptions fairly
                present in all material respects the information required to be
                shown; and such counsel does not know of any legal or
                governmental proceedings or of any contracts or documents of a
                character required to be described in the Registration
                Statement or Prospectus or to be filed as exhibits to the
                Registration Statement or Prospectus which are not described
                and filed as required.

                        (x)     The Company is not, and will not be as a
                result of the consummation of the transactions
                contemplated by this Agreement, an "investment company" or a
                company "controlled" by an "investment company" within the
                meaning of the Investment Company Act of 1940, as amended.

                        (xi)    Nothing has come to such counsel's attention
                that would lead such counsel to believe that the
                Registration Statement (other than the financial statements and
                financial statement schedule(s), as to which no opinions need
                be rendered) and the Prospectus included therein at the time
                the Registration Statement became effective or at the date
                hereof, contained any untrue statement of a material fact or
                omitted to state a material fact required to be stated therein
                or necessary to make the statements therein not misleading or
                that the Prospectus included any untrue statement of a material
                fact or omitted to state any material fact necessary to make
                the statements therein, in the light of the circumstances under
                which they were made, not misleading.

                       (xii)    Each of the subsidiaries of the Company (the
                "Subsidiaries") and the PA Contractors, has each been
                duly incorporated or organized, is validly existing as a
                corporation in good standing under the laws of its respective
                jurisdiction of incorporation and has corporate power and
                authority to own its respective properties and conduct its
                respective business as described in the Prospectus, and each of
                such Subsidiaries and PA Contractors is duly qualified as a
                foreign corporation in good standing and in all other
                jurisdictions where its ownership or leasing of 


                                     12

<PAGE>   13

                properties or the conduct of its business requires such
                qualification, except where the failure to be so qualified
                would not singly or in the aggregate have a Material Adverse
                Effect.       

                        (xiii)  All outstanding shares of capital stock of the
                Subsidiaries have been duly authorized and validly
                issued, are fully paid and nonassessable, and are owned by the
                Company, except as disclosed in the Prospectus, free and clear
                of any liens, encumbrances, equities and claims.

                        (xiv)   As of the Closing Date, the business conducted
                by the Company and its subsidiaries and the material
                contractual relationships between (a) the Company and any of
                its subsidiaries and the health care payors with which it
                contracts and (b) the Company and any of its subsidiaries and
                the health care providers with which it contracts do not
                violate any federal or state health care laws and regulations
                in such jurisdictions in which the Company and any of its
                subsidiaries are doing business that are applicable to such
                business and such relationships, including those laws governing
                insurance risk, risk allocation, corporate practice of
                medicine, professional corporations, fee splitting, client
                confidentiality, fraud and abuse and self-referral.

                        (xv)    To such counsel's knowledge, the Company and 
                its subsidiaries possess all certificates, authorizations, 
                licenses and permits issued by the appropriate federal, state 
                or foreign regulatory authorities necessary to conduct their 
                respective businesses, except for those certificates, 
                authorizations, licenses and permits the failure to so possess 
                would not singly or in the aggregate have a Material Adverse 
                Effect and, to such counsel's knowledge, neither the Company 
                nor any such subsidiary has received any notice of proceedings 
                relating to the revocation or modification of any such 
                certificate, authorization, license or permit which, singly or
                in the aggregate, if the subject of an unfavorable decision, 
                ruling or finding, would result in a Material Adverse Effect, 
                except as described in or contemplated by the Prospectus.

   
                (d)     The Underwriters shall have received on the Closing Date
           opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
           Quentel, P.A. counsel for the Selling Stockholder, dated the Closing
           Date, to the effect that:

                        (i)     The Selling Stockholder has full right, power
                and authority to enter into this Agreement and the
                Custody Agreement. The Selling Stockholder has duly executed and
                delivered this Agreement.  The Custody Agreement has been duly
                executed and delivered on behalf of the Selling Stockholder and
                constitutes the valid and binding agreement of the such Selling
                Stockholder enforceable against the Selling Stockholder in
                accordance with its terms subject, as to enforcement, to
                applicable bankruptcy, insolvency, reorganization and
                moratorium laws and other laws affecting the enforcement of
                creditors' rights generally and to equitable principles.

                        (ii)    The Selling Stockholder has full right, power
                and authority to sell, transfer, assign and deliver the
                Shares being sold by the Selling Stockholder hereunder. 
                Immediately prior to the delivery of the Shares being sold by
                the Selling Stockholder, the Selling Stockholder was the sole
                registered owner of such Shares and, upon registration of the
                Share in the names of the Underwriters or their nominees,
                assuming that such purchasers purchased such Shares in good
                faith without notice of any adverse claims as defined in
                Section 8-302 of the Uniform Commercial Code, such purchasers
                will have acquired all the rights of the Selling Stockholder
                in such Shares free of any adverse claim, any lien in favor of
                the Company or restrictions on transfer imposed by the Company.

                        (iii)   The performance of this Agreement and the 
                Custody Agreement and the consummation of the
                transactions herein and therein contemplated will not, with the
                giving of notice of passage of time or both, result in a breach
                or violation of any of the terms or provisions of or constitute
                a default under any statute, rule or regulation applicable to
                the Selling Stockholder, or, to the best of such counsel's
                knowledge, any indenture, mortgage, deed of trust, note
                agreement or other agreement or instrument to which the Selling
                Stockholder is a 
    
                                     13


<PAGE>   14

   
                party or by which it is bound, or any judgment, order
                or decree known to such counsel after due inquiry of any court
                or governmental agency or body having jurisdiction over the
                Selling Stockholder or any of his properties.

                        (iv)    No consent, approval, authorization or order of
                any court or governmental agency or body is required
                for the consummation by the Selling Stockholder of the
                transactions contemplated by this Agreement, except such as may
                be required under the Act or as may be required under the
                securities or Blue Sky  laws of any jurisdiction in connection
                with the purchase and distribution of the Shares by the
                Underwriters.
    

                        (v)     Any transfer taxes which are required to be 
                paid in connection with the sale and delivery of the
                Shares to the Underwriters hereunder have been paid and all
                laws imposing such taxes have been fully complied with.

   
                (e) The Underwriters shall have received on the Closing 
      Date an opinion of Latham & Watkins counsel for the Underwriters, their
      opinion or opinions dated the Closing Date with respect to the validity
      of the Shares, the Registration Statement, the Prospectus and such other
      related matters as the Representatives may require.  In giving such
      opinion, such counsel may rely, as to all matters governed by the laws of
      jurisdictions other than the law of the State of New York and the federal
      law of the United States, upon opinions of counsel satisfactory to the
      Representatives.  The Company and the Selling Stockholder shall have
      furnished to such counsel such documents as they may request for the
      purpose of enabling them to pass upon such matters.

                The opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
      Quentel, P.A. described in paragraphs (c) and (d) above shall be
      rendered to the Underwriters at the request of the Company or the Selling
      Stockholder, as the case may be, and shall so state therein.
    

                (f) The Underwriters shall have received, on each of the date
      hereof and the Closing Date, a letter dated the date hereof or the
      Closing Date, as the case may be, in form and substance satisfactory to
      the Underwriters, from Deloitte & Touche LLP, independent public
      accountants, containing statements and information of the type ordinarily
      included in accountants' "comfort letters" to underwriters with respect
      to the financial statements and certain financial information contained
      in the Registration Statement and the Prospectus; provided that the
      letter delivered on the Closing Date shall use a "cut-off date" not
      earlier than the date hereof.

                (g) The "lock-up" agreements, each substantially in the form of
      Exhibit A hereto, between you and certain stockholders, officers and
      directors of the Company relating to sales and certain other dispositions
      of shares of Common Stock or certain other securities, delivered to you
      on or before the date hereof, shall be in full force and effect on the
      Closing Date.

                The several obligations of the Underwriters to purchase 
      Additional Shares hereunder are subject to the delivery to you on the
      Option Closing Date of such documents as you may reasonably request with
      respect to the good standing of the Company, the due authorization and
      issuance of the Additional Shares and other matters related to the
      issuance of the Additional Shares.

                7.  COVENANTS OF THE COMPANY.  In further consideration of
the agreements of the Underwriters herein contained, the Company
Covenants with each Underwriter as follows:

                (a) To furnish to you, without charge, six (6) signed copies
      of the Registration Statement (including exhibits thereto) and for
      delivery to each other Underwriter a conformed copy of the Registration
      Statement (without exhibits thereto) and to furnish to you in New York
      City, without charge, prior to 10:00 A.M. local time on the business day
      next succeeding the date of this Agreement and during the period


                                     14

<PAGE>   15
      mentioned in paragraph (c) below, as many copies of the Distributed
      Prospectus and any supplements and amendments thereto or to the
      Registration Statement as you may reasonably request.
      
                (b)     Before amending or supplementing the Registration 
      Statement or the Prospectus, to furnish to you a copy of each
      such proposed amendment or supplement and not to file any such proposed
      amendment or supplement to which you reasonably object, and to file with
      the Commission within the applicable period specified in Rule 424(b) under
      the Act any prospectus required to be filed pursuant to such Rule.

                (c)     If, during such period after the first date of the 
      public offering of the Shares as in the opinion of counsel for the
      Underwriters the Prospectus is required by law to be delivered in
      connection with sales by an Underwriter or dealer, any event shall occur
      or condition exist as a result of which it is necessary to amend or
      supplement the Prospectus in order to make the statements therein, in the
      light of the circumstances when the Prospectus is delivered to a
      purchaser, not misleading, or if, in the opinion of counsel for the
      Underwriters, it is necessary to amend or supplement the Prospectus to
      comply with applicable law, forthwith to prepare, file with the Commission
      and furnish, at its own expense, to the Underwriters and to the dealers
      (whose names and addresses you will furnish to the Company) to which
      Shares may have been sold by you on behalf of the Underwriters and to any
      other dealers upon request, either amendments or supplements to the
      Prospectus so that the statements in the Prospectus as so amended or
      supplemented will not, in the light of the circumstances when the
      Prospectus is delivered to a purchaser, be misleading or so that the
      Prospectus, as amended or supplemented, will comply with law.

                (d)     To endeavor to qualify the Shares for offer and sale
      under the securities or Blue Sky laws of such jurisdictions as you shall
      reasonably request.

                (e)     To make generally available to the Company's security 
      holders and to you as soon as practicable an earning statement covering
      the twelve-month period ending December 31, 1997 that satisfies the
      provisions of Section 11(a) of the Act and the rules and regulations of
      the Commission thereunder.

                8.      EXPENSES.  Whether or not the transactions contemplated
in this Agreement are consummated or this Agreement is terminated, the
Company agrees to pay or cause to be paid all expenses incident to the
performance of its obligations under this Agreement, including: (i) the fees,
disbursements and expenses of the Company's counsel and the Company's
accountants in connection with the registration and delivery of the Shares under
the Act and all other fees or expenses in connection with the preparation and
filing of the Registration Statement, any preliminary prospectus, the Prospectus
and amendments and supplements to any of the foregoing, including all printing
costs associated therewith, and the mailing and delivering of copies thereof to
the Underwriters and dealers, in the quantities hereinabove specified, (ii) all
costs and expenses related to the transfer and delivery of the Shares to the
Underwriters, including any transfer or other taxes payable thereon, (iii) the
cost of printing or producing any Blue Sky or Legal Investment memorandum in
connection with the offer and sale of the Shares under state securities laws and
all expenses in connection with the qualification of the Shares for offer and
sale under state securities laws as provided in Section 7(d) hereof, including
filing fees and the reasonable fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky or Legal Investment memorandum, (iv) all filing fees and disbursements
of counsel to the Underwriters incurred in connection with the review and
qualification of the offering of the Shares by the National Association of
Securities Dealers, Inc., (v) all fees and expenses in connection with the
preparation and filing of the registration statement on Form 8-A relating to the
Common Stock and all costs and expenses incident to listing the Shares on the
Nasdaq National Market (and other national securities exchanges and foreign
stock exchanges), (vi) the cost of printing certificates representing the
Shares, (vii) the costs and charges of any transfer agent, registrar or
depositary, (viii) the costs and expenses of the Company relating to investor
presentations on any "road show" undertaken in connection with the marketing of
the offering of the Shares, including, without limitation, expenses associated
with the production of road show slides and graphics, fees and expenses of any
consultants engaged in connection with the road show presentations with the
prior approval of the Company, travel and lodging expenses of the
representatives and officers of the Company and any such consultants, and the
cost of any aircraft chartered in connection with the road show, and (ix) all
other costs and expenses incident to




                                      15

<PAGE>   16

the performance of the obligations of the Company hereunder for which
provision is not otherwise made in this Section.  It is understood, however,
that except as provided in this Section, Section 9 entitled "Indemnity and
Contribution", and the last paragraph of Section 11 below, the Underwriters will
pay all of their costs and expenses, including fees and disbursements of their
counsel, stock transfer taxes payable on resale of any of the Shares by them and
any advertising' expenses connected with any offers they may make.

                The provisions of this Section shall not supersede or 
otherwise affect any agreement that the Sellers may otherwise have for
the allocation of such expenses among themselves.

                9.      INDEMNITY AND CONTRIBUTION.

                (a)     The Company agrees to indemnify and hold harmless each
      Underwriter and each person, if any, who controls any Underwriter within
      the meaning of either Section 15 of the Act or Section 20 of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), from
      and against any and all losses, claims, damages and liabilities
      (including, without limitation, any legal or other expenses reasonably
      incurred in connection with defending or investigating any such action or
      claim) caused by any untrue statement or alleged untrue statement of a
      material fact contained in the Registration Statement or any amendment
      thereof, any preliminary prospectus or the Prospectus (as amended or
      supplemented if the Company shall have furnished any amendments or
      supplements thereto), or caused by any omission or alleged omission to
      state therein a material fact required to be stated therein or necessary
      to make the statements therein not misleading, except insofar as such
      losses, claims, damages or liabilities are caused by any such untrue
      statement or omission or alleged untrue statement or omission based upon
      information relating to any Underwriter furnished to the Company in
      writing by such Underwriter through you expressly for use therein.

   
                (b)     The Selling Stockholder agrees to indemnify and hold 
      harmless the Company, its directors, its officers who sign the
      Registration Statement and each person, if any, who controls the Company
      within the meaning of either Section 15 of the Act or Section 20 of the
      Exchange Act, from and against any and all losses, claims, damages and
      liabilities (including, without limitation, any legal or other expenses
      reasonably incurred in connection with defending or investigating any
      such action or claim) caused by any untrue statement or alleged untrue
      statement of a material fact contained in the Registration Statement or
      any amendment thereof, any preliminary prospectus or the Prospectus (as
      amended or supplemented if the Company shall have furnished any
      amendments or supplements thereto), or caused by any omission or alleged
      omission to state therein a material fact required to be stated therein
      or necessary to make the statements therein not misleading, but only with
      reference to information relating to the Selling Stockholder furnished in
      writing by or on behalf of the Selling Stockholder expressly for use in
      the Registration Statement, any preliminary prospectus, the Prospectus or
      any amendments or supplements thereto; provided that in no event shall
      such liability exceed the net proceeds received by such Selling
      Stockholder from the sale of the shares hereunder.

                (c)     Each Underwriter agrees, severally and not jointly, to
      indemnify and hold harmless the Company, the Selling Stockholder, the
      directors of the Company, the officers of the Company who sign the
      Registration Statement and each person, if any, who controls the Company
      or any Selling Stockholder within the meaning of either Section 15 of the
      Act or Section 20 of the Exchange Act from and against any and all losses,
      claims, damages and liabilities (including, without limitation, any legal
      or other expenses reasonably incurred in connection with defending or
      investigating any such action or claim) caused by any untrue statement or
      alleged untrue statement of a material fact contained in the Registration
      Statement or any amendment thereof, any preliminary prospectus or the
      Prospectus (as amended or supplemented if the Company shall have furnished
      any amendments or supplements thereto), or caused by any omission or
      alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading, but
      only with reference to information relating to such Underwriter furnished
      to the Company in writing by such Underwriter through you expressly for
      use in the Registration Statement, any preliminary prospectus, the
      Prospectus or any amendments or supplements thereto.
    



                                      16

<PAGE>   17

   
                (d)     In case any proceeding (including any governmental
      investigation) shall be instituted involving any person in respect of
      which indemnity may be sought pursuant to paragraph (a), (b) or (c) of
      this Section 9, such person, (the "indemnified party") shall promptly
      notify the person against whom such indemnity may be sought (the
      "indemnifying party") in writing and the indemnifying party, upon request
      of the indemnified party, shall retain counsel reasonably satisfactory to
      the indemnified party to represent the indemnified party and any others
      the indemnifying party may designate in such proceeding and shall pay
      the fees and disbursements of such counsel related to such proceeding. 
      In any such proceeding, any indemnified party shall have the right to
      retain its own counsel, but the fees and expenses of such counsel shall
      be at the expense of such indemnified party unless (i) the indemnifying
      party and the indemnified party shall have mutually agreed to the
      retention of such counsel or (ii) the named parties to any such
      proceeding (including any impleaded parties) include both the
      indemnifying party and the indemnified party and representation of both
      parties by the same counsel would be inappropriate due to actual or
      potential differing interests between them.  It is understood that the
      indemnifying party shall not, in respect of the legal expenses of any
      indemnified party in connection with any proceeding or related
      proceedings in the same jurisdiction, be liable for the fees and expenses
      of more than one separate firm (in addition to any local counsel) for (i)
      all Underwriters and all persons, if any, who control any Underwriter
      within the meaning of either Section 15 of the Act or Section 20 of the
      Exchange Act, (ii) the fees and expenses of more than one separate firm
      (in addition to any local counsel) for the Company, its directors, its
      officers who sign the Registration Statement and each person, if any, who
      controls the Company within the meaning of either such Section and (iii)
      the fees and expenses of more than one separate firm (in addition to any
      local counsel) for the Selling Stockholder and all persons, if any, who
      control the Selling Stockholder within the meaning of either such
      Section, and that all such fees and expenses shall be reimbursed as they
      are incurred.  In the case of any such separate firm for the Underwriters
      and such control persons of the Underwriters, such firm shall be
      designated in writing by Morgan Stanley.  In the case of any such
      separate firm for the Company, and such directors, officers and control
      persons of the Company, such firm shall be designated in writing by the
      Company.  In the case of any such separate firm for the Selling
      Stockholder and such controlling persons of the Selling Stockholder,
      such firm shall be designated in writing by the persons named as
      attorneys-in-fact for the Selling Stockholder under the Powers of
      Attorney.  The indemnifying party shall not be liable for any settlement
      of any proceeding effected without its written consent (which consent
      shall not be unreasonably withheld), but if settled with such consent or
      if there be a final judgment for the plaintiff, the indemnifying party
      agrees to indemnify the indemnified party from and against any loss or
      liability by reason of such settlement or judgment.  Notwithstanding the
      foregoing sentence, if at any time an indemnified party shall have
      requested an indemnifying party to reimburse the indemnified party for
      fees and expenses of counsel as contemplated by the second and third
      sentences of this paragraph, the indemnifying party agrees that it shall
      be liable for any settlement of any proceeding effected without its
      written consent if (i) such settlement is entered into more than 30 days
      after receipt by such indemnifying party of the aforesaid request and
      (ii) such indemnifying party shall not have reimbursed the indemnified
      party in accordance with such request prior to the date of such
      settlement.  No indemnifying party shall, without the prior written
      consent of the indemnified party, effect any settlement of any pending or
      threatened proceeding in respect of which any indemnified party is or
      could have been a party and indemnity could have been sought hereunder by
      such indemnified party, unless such settlement includes an unconditional
      release of such indemnified party from all liability on claims that are,
      the subject matter of such proceeding.
    

                (e)     To the extent the indemnification provided for in 
      paragraph (a), (b) or (c) of this Section 9 is unavailable to an
      indemnified party or insufficient in respect of any losses, claims,
      damages or liabilities referred to therein, then each indemnifying party
      under such paragraph, in lieu of indemnifying such indemnified party
      thereunder, shall contribute to the amount paid or payable by such
      indemnified party as a result of such losses, claims, damages or
      liabilities (i) in such proportion as is appropriate to reflect the
      relative benefits received by the indemnifying party or parties on the one
      hand and the indemnified party or parties on the other hand from the
      offering of the Shares or (ii) if the allocation provided by clause (i)
      above is not permitted by applicable law, in such proportion as is
      appropriate to reflect not only the relative benefits referred to in
      clause (i) above but also the relative fault of the indemnifying party or
      parties on the one hand and of the indemnified party or parties on the
      other hand in connection with the statements or omissions that resulted in
      such losses, claims, damages or liabilities, as well as any other relevant
      equitable 

                                      17

<PAGE>   18

      considerations. The relative benefits received by the Sellers on the one
      hand and the Underwriters on the other hand in connection with the
      offering of the Shares shall be deemed to be in the same respective
      proportions as the net proceeds from the offering of the Shares (before
      deducting expenses) received by each Seller and the total underwriting
      discounts and commissions received by the Underwriters, in each case as
      set forth in the table on the cover of the Prospectus, bear to the
      aggregate Public Offering Price of the Shares.  The relative fault of the
      Sellers on the one hand and the Underwriters on the other hand shall be
      determined by reference to, among other things, whether the untrue or
      alleged untrue statement of a material fact or the omission or alleged
      omission to state a material fact relates to information supplied by the
      Sellers or by the Underwriters and the parties' relative intent,
      knowledge, access to information and opportunity to correct or prevent
      such statement or omission.  The Underwriters' respective obligations to
      contribute pursuant to this Section 9 are several in proportion to the
      respective number of Shares they have purchased hereunder, and not joint.

                (f)     The Sellers and the Underwriters agree that it would 
      not be just or equitable if contribution pursuant to this Section 9 were
      determined by pro rata allocation (even if the Underwriters were treated
      as one entity for such purpose) or by any other method of allocation that
      does not take account of the equitable considerations referred to in
      paragraph (e) of this Section 9. The amount paid or payable by an
      indemnified party as a result of the losses, claims, damages and
      liabilities referred to in the immediately preceding paragraph shall be
      deemed to include, subject to the limitations set forth above, any legal
      or other expenses reasonably incurred by such indemnified party in
      connection with investigating or defending any such action or claim. 
      Notwithstanding the provisions of this Section 9, no Underwriter shall be
      required to contribute any amount in excess of the amount by which the
      total price at which the Shares underwritten by it and distributed to the
      public were offered to the public exceeds the amount of any damages that
      such Underwriter has otherwise been required to pay by reason of such
      untrue or alleged untrue statement or omission or alleged omission.  No
      person guilty of fraudulent misrepresentation (within the meaning of
      Section 11(f) of the Act) shall be entitled to contribution from any
      person who was not guilty of such fraudulent misrepresentation.  The
      remedies provided for in this Section 9 are not exclusive and shall not
      limit any rights or remedies which may otherwise be available to any
      indemnified party at law or in equity.
       
   
                (g)     The indemnity and contribution provisions contained in 
      this Section 9 and the representations, warranties and other statements
      of the Company and the Selling Stockholder contained in this Agreement
      shall remain operative and in full force and effect regardless of (i) any
      termination of this Agreement, (ii) any investigation made by or on
      behalf of any Underwriter or any person controlling any Underwriter, the
      Selling Stockholder or any person controlling the Selling Stockholder, or
      the Company, its officers or directors or any person controlling the
      Company and (iii) acceptance of and payment for any of the Shares.
    

                10.     TERMINATION.  This Agreement shall be subject to 
termination by notice given by you to the Company, if (a) after
the execution and delivery of this Agreement and prior to the Closing Date (i)
trading generally shall have been suspended or materially limited on or by, as
the case may be, any of the New York Stock Exchange, the American Stock
Exchange, the National Association of Securities Dealers, Inc., the Chicago
Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board
of Trade, (ii) trading of any securities of the Company shall have been
suspended on any exchange or in any over-the-counter market, (iii) a general
moratorium on commercial banking activities in New York shall have been declared
by either Federal or New York State authorities or (iv) there shall have
occurred any outbreak or escalation of hostilities or any change in financial
markets or any calamity or crisis that, in your judgment, is material and
adverse and (b) in the case of any of the events specified in clauses (a)(i)
through (iv), such event, singly or together with any other such event, makes
it, in your judgment, impracticable to market the Shares on the terms and in the
manner contemplated in the Prospectus.

                11.     EFFECTIVENESS; DEFAULTING UNDERWRITERS.  This 
Agreement shall become effective upon the execution and delivery hereof
by the parties hereto.

                If, on the Closing Date or the Option Closing Date, as the 
case may be, any one or more of the Underwriters shall fail or refuse to
purchase Shares that it has or they have agreed to purchase hereunder on such




                                      18

<PAGE>   19

   
date, and the aggregate number of Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase is not more than
one-tenth of the aggregate number of the Shares to be purchased on such date,
the other Underwriters shall be obligated severally in the proportions that the
number of Firm Shares set forth opposite their respective names in Schedule II
bears to the aggregate number of Firm Shares set forth opposite the names of
all such non-defaulting Underwriters, or in such other proportions as you may
specify, to purchase the Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date; provided
that in no event shall the number of Shares that any Underwriter has agreed to
purchase pursuant to this Agreement be increased pursuant to this Section 11 by
an amount in excess of one-ninth of such number of Shares without the written
consent of such Underwriter.  If, on the Closing Date, any Underwriter or
Underwriters shall fail or refuse to purchase Firm Shares and the aggregate
number of Firm Shares with respect to which such default occurs is more than
one-tenth of the aggregate number of Firm Shares to be purchased, and
arrangements satisfactory to you, the Company and the Selling Stockholder for
the purchase of such Firm Shares are not made within 36 hours after such
default, this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter, the Company or the Selling Stockholder.  In any
such case either you or the relevant Sellers shall have the right to postpone
the Closing Date, but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement and in the Prospectus
or in any other documents or arrangements may be effected.  If, on the Option
Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase
Additional Shares and the aggregate number of Additional Shares with respect to
which such default occurs is more than one-tenth of the aggregate number of
Additional Shares to be purchased, the non-defaulting Underwriters shall have
the option to (i) terminate their obligation hereunder to purchase Additional
Shares or (ii) purchase not less than the number of Additional Shares that such
non-defaulting Underwriters would have been obligated to purchase in the
absence of such default.  Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.
    

                If this Agreement shall be terminated by the Underwriters, or 
any of them, because of any failure or refusal on the part of any Seller
to comply with the terms or to fulfill any of the conditions of this Agreement,
or if for any reason any Seller shall be unable to perform its obligations under
this Agreement, the Sellers will reimburse the Underwriters or such Underwriters
as have so terminated this Agreement with respect to themselves, severally, for
all out-of-pocket expenses (including the fees and disbursements of their
counsel) reasonably incurred by such Underwriters in connection with this
Agreement or the offering contemplated hereunder.

                12.     COUNTERPARTS.  This Agreement may be signed in two or
more counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.

                13.     APPLICABLE LAW.  This Agreement shall be governed by
and construed in accordance with the internal laws of the State of New
York.



                                      19

<PAGE>   20






     14. HEADINGS.  The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.

                    Very truly yours,

                    AMERIPATH, INC.

                    By:  
                         ---------------------------------------
                         Name:    
                              ----------------------------------
                         Title:     
                               ---------------------------------

   
                    The Selling Stockholder named in Schedule
                    I hereto
    

                    By:
                       -----------------------------------------
                        Attorney-in-Fact

Accepted as of the date hereof

Morgan Stanley & Co. Incorporated
Dean Witter Reynolds Inc.
Hambrecht & Quist
Piper Jaffray Inc.
The Robinson-Humphrey Company, Inc.

Acting severally on behalf of 
   themselves and the several 
   Underwriters named herein.

   By Morgan Stanley & Co. Incorporated

   By
      ----------------------------------
      Name:
      Title:


                                       20


<PAGE>   21




                                   SCHEDULE I

   
<TABLE>
<CAPTION>

SELLERS                         NUMBER OF SHARES TO BE SOLD
- -------                        ------------------------------
                                                   ADDITIONAL      
                                                   ----------
                               FIRM SHARES          SHARES
                               -----------          ------
<S>                              <C>                  <C>    
AmeriPath, Inc.                  3,600,000            500,000
James C. New                             0             40,000
                                 ----------------------------
  Total......................    3,600,000            540,000
                                 =========  =================
</TABLE>
    





<PAGE>   22

                                  SCHEDULE II


                                     

   
<TABLE>
<CAPTION>
            UNDERWRITER                NUMBER OF FIRM SHARES TO BE PURCHASED
            -----------                -------------------------------------
<S>                                              <C>
Morgan Stanley & Co. Incorporated
Dean Witter Reynolds Inc.
Hambrecht & Quist
Piper Jaffray Inc.
The Robinson-Humphrey Company, Inc.
                                                 ---------
  Total............................              3,600,000
                                                 =========
</TABLE>
    




                                       2


