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                                                                   Exhibit 10.33


                           STOCK ISSUANCE AGREEMENT


         This STOCK ISSUANCE AGREEMENT is made as of November 4, 1996 among 
Ameripath, Inc., a Delaware corporation (the "Company"), The First National 
Bank of Boston ("FNBB") and FSC Corp., a Massachusetts corporation and an 
affiliate of FNBB.

                                    Recitals

         The Company, FNBB and NationsBank, N.A. (South) entered into an
Amendment No. 2 dated as of November 4, 1996 to the Credit Agreement dated as
of May 29, 1996, as amended and as in effect on the date hereof (the "Credit
Agreement"), for which the Company agreed to pay to FNBB an amendment fee
consisting of cash and 11,111 shares of Common Stock, $.01 par value per
share, of the Company (the "Common Stock Payment"), as described in the letter
agreement between FNBB and the Company dated as of the date hereof and attached
hereto.

         FNBB is willing to assign its right to the Common Stock Payment to 
to FSC Corp ("FSC") and the Company is willing to issue and sell to FSC 11,111
shares of Common Stock, all on the terms and conditions set forth herein,

                                   Agreement

         In consideration of the foregoing, and the representations,
warranties, covenants and conditions set forth below, the parties hereto,
intending to be legally bound, hereby agree as follows:

         1.      Definitions.  Capitalized terms defined in the Credit
Agreement and used but not otherwise defined in this Agreement are used herein
as so defined.

         2.      Assignment.  FNBB hereby assigns to FSC, and FSC hereby
assumes, all of FNBB's rights to the Common Stock Payment.

         3.      Sale, and purchase Securities.  On the terms and subject to the
conditions hereof, the Company hereby agrees to sell to FSC, and by its
execution of this Agreement FSC agrees to accept from the Company as payment by
the Company of the Common Stock Payment, 11,111 shares of the Company's
Common Stock.  The shares of Common Stock being purchased by FSC hereunder are
referred to herein as the "Securities".  The Company agrees to deliver
certificates for the Securities to FSC, registered in the name of FSC,
immediately following the execution of this Agreement.



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          4.   Representations and Warranties of the Company.  The Company
represents and warrants to FNBB and FSC that;

               4.1.     Each of the Company and its Subsidiaries is duly 
          organized and validly existing and in good standing under the
          laws of the jurisdiction of its incorporation, with all power and
          authority, corporate or otherwise, necessary to enter into and
          perform this Agreement and own its properties and carry on the
          business now conducted or proposed to be conducted by it.  The
          Company has made available to FNBB and FSC true and complete copies
          of the Company's certificate of incorporation and the by-laws as in 
          effect on the date hereof.

               4.2.     The Company has taken all corporate action required to
          authorize the execution and delivery of this Agreement and the 
          issuance of the Securities.

               4.3.     The Securities, when issued, will be duly authorized, 
          validly issued, fully paid and non-assessable.

               4.4.     This Agreement is a legal, valid and binding obligation
          of the Company, enforceable in accordance with terms.

          5.   Incidental ("Piggy-Back") Registration Rights.  In the event
the Company effects any registration of shares of its capital stock under the
Securities Act of 1933, as amended, for its own account or for the account of
any other Person subsequent to the initial registration by the Company of
shares of its capital stock, then FSC shall have the right to include the
Securities in such registration if and to the extent of the most favorable
rights of any other holder of any other shares of capital stock of the Company
to include shares in such registration.  Notwithstanding the foregoing
provisions of this Section 5, in the event such registration relates to an
underwritten offering (whether or not on a from commitment basis), if the
managing underwriter of such underwritten offering shall determine that the
shares to be included in such registration should be limited due to market
conditions or otherwise, all of the Securities shall be excluded prior to the
exclusion of any other shares not held by officers or employees of the Company
and shall be included prior to the Inclusion of any shares held by officers or
employees of the Company.

          6.   Indeminities.  The Company agrees to indemnify and hold 
harmless FSC and FNBB, from and against all losses, damages, liabilities and 
expenses (including without limitation reasonable attorneys fees and charges) 
resulting from any breach of any representation, warranty or agreement of such 
indemnifying party or any misrepresentation by such indemnifying party in this 
Agreement.





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          7.   Restrictions on Transfer,

               7.1.     Restrictive Legend.  All certificates representing 
          Securities shall bear a legend in substantially the following form:

               "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN
          A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF
          1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED
          OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION 
          UNDER THE ACT COVERING THE TRANSFER OR A LEGAL OPINION OF COUNSEL 
          ACCEPTABLE TO THE ISSUER THAT REGISTRATION UNDER THE ACT IS NOT 
          REQUIRED." 

               7.2.     Termination of Restrictions.  The restrictions imposed 
          by Section 7.1 hereof upon the transferability of Securities
          shall cease and terminate as to any particular Securities when, in
          the written opinion of Ropes & Gray or other counsel reasonably
          acceptable to the Company, which opinion shall also be delivered and
          reasonably acceptable to the Company's transfer agent, (i) such
          restrictions are no longer required in order to assure compliance
          with the Securities Act or (ii) such Securities shall have been
          registered under the Securities Act or transferred in compliance with
          Rule 144 thereunder.  Whenever such restrictions shall cease and
          terminate as to any Securities or such Securities shall be
          transferable in compliance with paragraph (k) of Rule 144, the holder
          thereof shall be entitled to receive from the Issuer, without
          expense, new certificates not bearing the legend set forth in Section
          7.1 hereof.

          8.   Miscellaneous.

               8.1.     This Agreement shall be considered a Credit Document.

               8.2.     This Agreement and the other agreements referred to 
          herein set forth the entire understanding among the parties with 
          respect to the subject matter thereof.

               8.3.     This Agreement can be changed only by an instrument in 
          writing signed by the party against whom enforcement of such change 
          is sought.

               8.4.     This Agreement shall bind and inure to the benefit of 
          the parties hereto and their respective successors, assigns, heirs 
          and representatives; provided, however, that FSC may not assign any 
          of its rights hereunder except in connection with a transfer of the 
          Securities in compliance with the terms and conditions of Section 7 
          of this Agreement.

               8.5.     All covenants, agreements, representations and 
          warranties made herein shall survive the execution and delivery 
          hereof and transfer of any Securities.


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               8.6.     This Agreement may be executed in any number of 
          counterparts, each of which shall be deemed an original but all of 
          which shall together constitute one and the same instrument.

               8.7.     All notices, requests, consents and demands will be in 
          writing and will be personally delivered, mailed, postage prepaid, 
          telecopied or telegraphed, if to the Company to it at its address 
          set forth in Exhibit 1.7 of the Credit Agreement or if to FSC as 
          follows:

                           If to FSC Corp., at
                           100 Federal Street
                           Boston, MA 02110
                           Telecopy:  (617) 434-1153
                           Attention: Mary Reilly

               8.8.     The Company recognizes that the rights of FSC under 
          this Agreement are unique, and; accordingly, FSC will, in
          addition to such other remedies as may be available to it at law or
          in equity, have the right to enforce its rights hereunder by actions
          for inactive relief and specific performance to the extent permitted
          by law.  This Agreement is not intended to limit or abridge any
          rights of FSC or FNBB which may exist apart from this Agreement.

               8.9.     The Company agrees that so long as any Securities 
          purchased hereunder remain outstanding the Company will furnish to 
          FSC all of the information and reports required to be furnished
          to the Lenders pursuant to Section 6.4 of the Credit Agreement as in 
          effect on the date hereof.





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         IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
by the terms hereof, have caused this Agreement to be executed, under seal, as
of the date first above written by their officers or other representatives
thereunto duly authorized.


                                       AMERIPATH, INC.


                                       By  /s/ Robert P. Wynn
                                         ------------------------------------
                                         Title:  Executive Vice President and
                                                 Chief Financial Officer

                                       THE FIRST NATIONAL BANK OF
                                        BOSTON


                                       By  /s/ Randy J. Wehling
                                         ------------------------------------
                                         Title: Vice President


                                       FSC CORP.


                                       By:  /s/ Mary Joseph Reilly
                                          -----------------------------------
                                         Title: Vice President




