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                                                               EXHIBIT 10.18


[LOGO]


Acquisition 
Management
Services, Inc.

September 18, 1996

PERSONAL & CONFIDENTIAL

James C. New
President
AmeriPath, Inc.
7289 Garden Road, Suite 220
Riviera Beach, Florida 33404

Dear Jim:

This is to confirm our understanding (as described below) that Acquisition
Management Services, Inc. ("AMS") has been engaged as an advisor and consultant
to AmeriPath, Inc. (the "Company") to assist the Company by providing certain
advisory services. This Agreement shall be in effect from the date of execution
and may be extended to cover additional services with the written consent of
both parties for such periods as the parties may agree. The terms of this
Engagement Agreement will expire thirty (30) days from the date hereof unless
accepted by the Company in writing by executing and delivering to AMS the
final page of this Agreement. This Agreement will be the entire understanding
of the parties with respect to its subject matter, except for the provisions
contained in the letter from AMS to the Company (dated May 22, 1996) regarding
the amount of compensation and the time frame for completion of assignments.

A.      ADVISORY SERVICES

        The Company hereby retains AMS to perform human resource consulting, 
        purchase accounting, due diligence, financial analyses, valuations, 
        projections, strategic analyses and, in consultation with the 
        Company's management, negotiation of terms with respect to potential 
        acquisitions by, or other transactions involving, the Company
        (the "Services"). For purposes of this Agreement, "due diligence" with
        respect to an acquisition target shall include, but not be limited to,
        review of (1) contracts, arrangements or other agreements; (2)
        ownership structure; (3) organizational structure, including interviews
        of officers of key personnel; (4) facilities; (5) insurance policies
        and claims histories; (6) litigation matters; (7) tax returns and
        related matters; (8) market conditions; and (9) billing practices. AMS
        shall prepare appropriate written reports (for use by the Company's
        officers and for presentation to the Company's Board of Directors)
        documenting the results of the foregoing. AMS shall also prepare, in
        consultation with the Company's management, a Memorandum of
        Understanding with respect to each potential acquisition for which AMS
        provides Services. AMS shall devote such time and attention to these
        matters as shall be reasonably requested by the Company or determined
        by AMS, in its reasonable discretion, to be necessary or appropriate
        for the diligent provision of 
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        the Services. All Services shall be rendered by AMS in King of
        Prussia, PA, unless otherwise determined by AMS and the Company. AMS
        will be compensated for the Services in accordance with the schedule
        set forth in Exhibit I.

        AMS shall provide the Company with the Services as described
        above, and as are otherwise reasonably requested by the Company,
        provided that AMS shall not be required to undertake duties not
        reasonably within the scope of the Services for which it has been
        engaged. In performance of its duties, AMS shall provide the Company
        with the benefits of its best judgment and efforts, and shall perform
        the Services in a prudent and professional manner. Except for the
        foregoing sentence, AMS makes no warranties or representations of any
        kind, expressed, implied or statutory, regarding the Services,
        including without limitation any representation or warranty as to the
        value or quality of the Services. AMS shall be obligated to render
        advice, upon the request of the Company in good faith, but shall not be
        obligated to spend any specific amount of time in doing so.

        The Company acknowledges that AMS and/or its affiliates are in
        the business of providing services similar to the Services to others.
        Nothing herein shall be construed to limit or restrict AMS in
        conducting such business with respect to others or in rendering such
        advice to others.

        The Company acknowledges and agrees that AMS shall be entitled
        to rely on information and instructions supplied by the Company, and
        that AMS shall not be liable to the Company (and shall be indemnified
        and held harmless by the Company from and against any loss, damage or
        liability resulting from) for any action taken at the request of the
        Company.

B.      RELEASE; LIMITATION OF LIABILITY

        The Company, on behalf of itself and its officers, directors,
        employees, agents, affiliates, successors and assigns (collectively,
        the "Company Affiliates"), does hereby remise, release and forever
        discharge AMS, and AMS's officers, directors, employees, agents,
        affiliates, predecessors, successors and assigns (collectively, the
        "AMS Affiliates", and together with AMS, the "AMS Entities"), of and
        from all actions, suits, claims and demands in law or equity, that the
        Company or any Company Affiliate ever had, now has, or hereafter may
        have, by reason of any claims, demands, actions, or causes of action
        for injury, death, loss or damage of any kind or nature whatsoever,
        which, either directly or indirectly, arises out of or results from,
        the provision of, or the failure to provide, the Services prior to the
        date hereof other than the fraud, gross negligence or willful
        misconduct on the part of AMS or such AMS Entity. The Company
        acknowledges and agrees that neither AMS nor any other AMS Entity shall
        be liable to the Company or any Company Affiliate for any liability,
        loss or damage relating to, or resulting from the provision of, or
        failure to provide, the Services, including but not limited to
        consequential or special damages relating to loss of profit or goodwill
        or other special or consequential damages, whether or not AMS is
        notified of the possibility of such damages, other than liability, loss
        or damage resulting from the fraud, gross negligence or willful
        misconduct of AMS or such AMS  Entity.

        The provisions of this Section shall survive the termination of
        this Agreement.
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AmeriPath, Inc.
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C.       INDEMNIFICATION

         Recognizing that transactions and projects of the type contemplated by
         the Company sometimes result in litigation and that AMS's role in the
         transactions is advisory, the Company and its subsidiaries and
         affiliates agree to indemnify and hold harmless AMS and the other AMS
         Entities (the "Indemnified Parties") from and against any and all
         losses, claims, damages and liabilities, joint or several, related to
         or arising in any manner out of any transaction, proposal, consulting
         activity or any other matter (collectively, the "Matters") contemplated
         by the engagement of AMS hereunder, and will promptly reimburse the
         Indemnified Parties for all expenses (including fees and expenses of
         legal counsel) as incurred in connection with the investigation of,
         preparation for or defense of any pending or threatened claim related
         to or arising in any manner out of any Matter contemplated by the
         engagement of AMS hereunder, or any action or proceeding arising
         therefrom (collectively, "Proceedings"), whether or not such
         Indemnified Party is a formal party to any such Proceeding.

         Notwithstanding the foregoing, the Company shall not be liable in
         respect of any losses, claims, damages, liabilities or expenses that a
         court of competent jurisdiction or arbitration shall have determined by
         final judgment resulted solely from the fraud, gross negligence or
         willful misconduct of an Indemnified Party. The Company further agrees
         that it will not, without the prior written consent of AMS, settle,
         compromise or consent to the entry of any judgment in any pending or
         threatened Proceeding in respect of which indemnification may be sought
         hereunder (whether or not AMS or any other Indemnified Party is an
         actual or potential party to such Proceeding), unless such settlement,
         compromise or consent includes an unconditional release of AMS and each
         other Indemnified Party hereunder from all liability arising out of
         such Proceeding.

         The Company agrees that if any indemnification or reimbursement sought
         pursuant to this letter were for any reason not available to any
         Indemnified Party or insufficient to hold it harmless as and to the
         extent contemplated by this letter, then the Company shall contribute
         to the amount paid or payable by such Indemnified Party in respect of
         losses, claims, damages and liabilities in such proportion as is
         appropriate to reflect the relative benefits to the Company and its
         stockholders on the one hand, and AMS on the other, in connection with
         the Matters to which such indemnification or reimbursement relates or,
         if such allocation is not permitted by applicable law, not only such
         relative benefits but also the relative faults of such parties as well
         as any other equitable considerations. It is hereby agreed that the
         relative benefits to the Company and/or its stockholders and to AMS
         with respect to AMS's engagement shall be deemed to be in the same
         proportion as (i) the total value paid or received or to be paid or
         received by the Company and/or its stockholders pursuant to the Matters
         (whether or not consummated) for which AMS is engaged to render
         financial, consulting, development or other advisory services bears to
         (ii) the fees paid to AMS in connection with such engagement. In no
         event shall the Indemnified Parties contribute or otherwise be liable
         for an amount in excess of the aggregate amount of fees actually
         received by AMS pursuant to such engagement (excluding amounts received
         by AMS as reimbursement of expenses and other fixed costs of AMS
         required to provide services on an ongoing basis).
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AmeriPath, Inc.
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        The Company further agrees that no Indemnified Party shall have
        any liability (whether direct or indirect, in contract or tort or
        otherwise) to the Company for or in connection with AMS's engagement
        hereunder except for losses, claims, damages, liabilities or expenses
        that a court of competent jurisdiction or arbitration shall have
        determined by final judgment resulted solely from the fraud, gross
        negligence or willful misconduct of such Indemnified Party. The
        indemnity, reimbursement and contribution obligations of the Company
        shall be in addition to any liability which the Company may otherwise
        have and shall be binding upon and inure to the benefit of any
        successors, assigns, heirs and personal representatives of the Company
        or an Indemnified Party.

        The indemnity, reimbursement and contribution provisions set
        forth herein shall remain operative and in full force and effect
        regardless of (i) any withdrawal, termination or consummation of or
        failure to initiate or consummate any Matter referred to herein, (ii)
        any investigation made by or on behalf of any party hereto or any
        person controlling (within the meaning of Section 15 of the Securities
        Act of 1933, as amended, or Section 20 of the Securities Exchange Act
        of 1934, as amended) any party hereto, (iii) any termination or the
        completion or expiration of AMS's engagement and (iv) whether or not
        AMS shall, or shall not be called upon to, render any formal or informal
        advice in the course of such activities to which AMS provides services
        to the Company. The provisions of this section shall survive the
        termination of this agreement. 

D.      TERMINATION

        This Agreement may be terminated by either party at any item, for any   
        reason, by giving ten (10) days prior written notice.

E.      CONFIDENTIAL NATURE OF INFORMATION AND ADVICE

        AMS agrees to keep confidential all non-public information
        provided to it by the Company or ascertained by it in the course of
        providing the Services, except as required by law or as contemplated by
        the terms of this Agreement. Notwithstanding anything to the contrary,
        AMS may disclose non-public information to their agents and advisors
        whenever AMS determines that such disclosure is necessary or advisable
        to provide the services contemplated hereunder. 

        For purposes of this section, "non-public information" shall
        not include information which prior to or after AMS's receipt thereof
        (i) was or becomes publicly known without disclosure by AMS or (ii)
        becomes available to AMS as a result of disclosure by a third party
        which represents to AMS (upon which representation AMS is reasonable in
        its reliance) that it is or was entitled to disclose such information.

F.      COUNTERPARTS

        This Agreement may be executed simultaneously in two or more 
        counterparts, each of which shall be deemed an original, but all of
        which shall constitute one and the same instrument.
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AmeriPath, Inc.
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G.      ENTIRE AGREEMENT AND GOVERNING LAW

        This Agreement shall be governed by, and construed in accordance with,
        the laws of the Commonwealth of Pennsylvania, without regard to
        principles of conflicts of law.

H.      AMENDMENT

        This Agreement may not be amended or modified except in writing executed
        by the Company and AMS.

I.      SURVIVAL

        Notwithstanding anything to the contrary contained herein, the
        provisions concerning release, confidentiality, indemnification,
        compensation and the Company's obligations to pay fees and reimburse
        expenses contained in the indemnification provisions shall survive the
        expiration or termination of this Agreement.

If the foregoing correctly sets forth the terms of our agreement, kindly so 
indicate by signing and returning one copy of this letter.

Very truly yours,


ACQUISITION MANAGEMENT SERVICES, INC.


By: /s/ Brian G. Murphy 
    -------------------- 
    Brian G. Murphy 
    President


Accepted and Agreed
this 19th day of September, 1996


AMERIPATH, INC.


By: /s/ James C. New    
   --------------------
   James C. New    
   President
