
<PAGE>   1
                                                                   EXHIBIT 10.35




                                                                  EXECUTION COPY



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                            STOCK PURCHASE AGREEMENT

                                  BY AND AMONG

                                AMERIPATH, INC.,

                  COLAB INCORPORATED PROFESSIONAL CORPORATION,

                      ANATOMICAL PATHOLOGY SERVICES, P.C.,

                             MICRODIAGNOSTICS, P.C.,

                                       AND

                   THE PERSONS SET FORTH ON EXHIBIT 1.1 HERETO



                           DATED AS OF AUGUST 15, 1997



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                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                              PAGE NO.
                                                                              --------

                                    ARTICLE I

                            PURCHASE OF CAPITAL STOCK

<S>                                                                               <C>
          1.1     Purchase and Sale of Capital Stock............................  2
          1.2     The Contingent Notes..........................................  3
          1.3     AmeriPath Stock...............................................  8

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS
                                AND THE COMPANIES

          2.1     Organization, Qualification, etc.............................. 11
          2.2     Subsidiaries.................................................. 11
          2.3     Capital Stock................................................. 12
          2.4     Record Books.................................................. 12
          2.5     Title to Company Stock........................................ 12
          2.6     Options and Rights............................................ 12
          2.7     Authorization, Etc............................................ 12
          2.8     No Violation.................................................. 12
          2.9     Financial Statements.......................................... 13
          2.10    Employees..................................................... 13
          2.11    Absence of Certain Changes.................................... 14
          2.12    Contracts..................................................... 14
          2.13    True and Complete Copies...................................... 16
          2.14    Title and Related Matters..................................... 17
          2.15    Litigation.................................................... 17
          2.16    Tax Matters................................................... 18
          2.17    Compliance with Law and Applicable Government Regulations..... 19
          2.18    ERISA and Related Matters..................................... 19
          2.19    Intellectual Property......................................... 21
          2.20    Environmental Matters......................................... 22
          2.21    Dealings with Affiliates...................................... 23
          2.22    Banking Arrangements.......................................... 23
          2.23    Insurance..................................................... 23
          2.24    Consents...................................................... 24
          2.25    Investment Representations.................................... 24
          2.26    Accounts Receivable; Inventories.............................. 25

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<TABLE>

<S>                                                                               <C>
          2.27    Brokerage..................................................... 26
          2.28    Improper and Other Payments................................... 26
          2.29    Participation in Audits....................................... 26
          2.30    Health Care Laws.............................................. 26
          2.31    Financial Condition........................................... 28
          2.32    Disclosure.................................................... 28

                                      ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

          3.1     Corporate Organization, etc................................... 29
          3.2     Subsidiaries.................................................. 29
          3.3     Authorization, Etc............................................ 29
          3.4     No Violation.................................................. 29
          3.5     Governmental Authorities...................................... 29
          3.6     Issuance of AmeriPath Stock................................... 30
          3.7     Financial Statements.......................................... 30
          3.8     Litigation.................................................... 30
          3.9     Disclosure.................................................... 31
          3.10    Consents...................................................... 31
          3.11    Senior Credit Facility........................................ 31

                                      ARTICLE IV

                      COVENANTS OF THE SELLERS AND THE COMPANIES


          4.1     Regular Course of Business.................................... 31
          4.2     Amendments to Organizational Documents........................ 31
          4.3     Capital Changes; Pledges...................................... 32
          4.4     Dividends..................................................... 32
          4.5     Capital and Other Expenditures................................ 32
          4.6     Cash and Cash Equivalents..................................... 32
          4.7     Borrowing..................................................... 32
          4.8     Other Commitments............................................. 32
          4.9     Interim Financial Information................................. 32
          4.10    Full Access and Disclosure.................................... 33
          4.11    Confidentiality............................................... 33
          4.12    Breach of Agreement........................................... 33
          4.13    Fulfillment of Conditions Precedent........................... 33
          4.14    Banking Arrangements.......................................... 34
          4.15    Termination of ERISA Plans.................................... 34

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                                    ARTICLE V

                           COVENANTS OF THE PURCHASER
<TABLE>
<S>                                                                               <C>
          5.1     Confidentiality............................................... 34
          5.2     Full Access and Disclosure.................................... 34

                                   ARTICLE VI

                                OTHER AGREEMENTS

          6.1     Further Assurances............................................ 35
          6.2     Agreement to Defend........................................... 35
          6.3     Consents...................................................... 35
          6.4     No Solicitation or Negotiation................................ 35
          6.5     No Termination of Sellers' Obligations by 
                    Subsequent Incapacity, Etc.................................. 36
          6.6     Employment Agreements......................................... 36
          6.7     Public Announcements.......................................... 36
          6.8     Deliveries After Closing...................................... 36
          6.9     Non-Competition Covenant...................................... 36
          6.10    Non-disclosure; Confidentiality............................... 38
          6.11    Rule 144 Best Efforts......................................... 39
          6.12    338(h)(10) Election........................................... 40
          6.13    Assignment of Contracts....................................... 40
          7.1     Representations and Warranties; Covenants and Agreements...... 41
          7.2     No Injunction................................................. 41
          7.3     Third Party Consents.......................................... 41
          7.4     Regulatory Approvals.......................................... 41
          7.5     No Material Adverse Change.................................... 41
          7.6     Opinion of Seller's Counsel................................... 42
          7.7     Employment Agreements......................................... 42
          7.8     Delivery of Company Share Certificates........................ 42
          7.9     Subordination Agreement....................................... 42
          7.10    Shareholders' Agreement....................................... 42
          7.11    Creditor Consents............................................. 42
          7.12    Company Charter Amendments.................................... 42
          7.13    Trust Agreement; Management Agreement......................... 42

                                  ARTICLE VIII

                  CONDITIONS TO THE OBLIGATIONS OF THE SELLERS

          8.1     Representations and Warranties; Performance................... 43
          8.2     No Injunction................................................. 43

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<TABLE>
<S>                                                                               <C>

          8.3     Purchase Consideration........................................ 43
          8.4     Employment Agreements......................................... 43
          8.5     Trust Agreement; Management Agreement......................... 43
          8.6     Opinion of Purchaser's Counsel................................ 43

                                   ARTICLE IX

                                     CLOSING


          9.1     Closing....................................................... 44
          9.2     Closing Deliveries............................................ 44

                                    ARTICLE X

                           TERMINATION AND ABANDONMENT

          10.1    Methods of Termination........................................ 45
          10.2    Procedure Upon Termination.................................... 46



                                   ARTICLE XI

                       SURVIVAL OF TERMS; INDEMNIFICATION

          11.1    Survival...................................................... 46
          11.2    Indemnification by the Sellers................................ 47
          11.3    Indemnification by the Purchaser.............................. 48
          11.4    Third-Party Claims............................................ 48
          11.5    Deductible; Maximum Liability................................. 49

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

          12.1    Amendment and Modification.................................... 50
          12.2    Entire Agreement.............................................. 50
          12.3    Certain Definitions........................................... 50
          12.4    Notices....................................................... 52
          12.5    Waiver of Compliance; Consents................................ 53
          12.6    Assignment.................................................... 53
          12.7    Governing Law................................................. 54
          12.8    Consent to Jurisdiction; Service of Process................... 54

</TABLE>


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<TABLE>
<S>                                                                               <C>
          12.9    Injunctive Relief............................................. 54
          12.10   Counterparts.................................................. 54
          12.11   Headings...................................................... 54
          12.12   Binding Effect................................................ 54
          12.13   Delays or Omissions........................................... 54
          12.14   Severability.................................................. 55
          12.15   Expenses...................................................... 55
          12.16   Attorneys' Fees............................................... 55

</TABLE>

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                                    SCHEDULES


1.1         Shareholders; Ownership of Company Shares; Consideration
1.2         Contingent Stock Payments
2.1         Jurisdictions of Qualification
2.2         Subsidiaries; Investments; Interests
2.3         Capital Stock of the Companies
2.8         Violations
2.9(a)      Liabilities
2.9(b)      Liabilities Covered by Insurance
2.9(c)      Accounts Payable
2.12        Contracts
2.14        Real and Personal Property
2.17        Permits and Licenses
2.18        ERISA, Benefit Plans and Other Matters
2.19(a)     Intellectual Property
2.19(d)     Software
2.20        Environmental Matters
2.21        Affiliated Transactions
2.22        Banking Arrangements
2.23        Insurance
2.24        Consents
2.26        Accounts Receivable
2.29        Participation in Audits
2.30(a)     Fraud and Abuse
2.30(b)     Third-Party Payors
2.30(c)     Medicare and Medicaid Compliance
2.30(d)     Rate Limitations and Rates
3.2         Subsidiaries of AmeriPath
6.6         Employment Agreement Sellers
6.13        Contract Assignments
7.3         Third Party Consents
7.4         Regulatory Approvals
7.11        Creditor Consents



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                                    EXHIBITS

1.1         Selling Shareholders
1.2         Form of 7% Contingent Subordinated Promissory Note
2.1         Organizational Documents of the Companies
2.9         Financial Statements
3.7         Purchaser's Financial Statements
6.6         Form of Employment Agreement
7.6         Opinion of Sellers' Counsel
7.9         Subordination Agreement
7.13(a)     Form of Trust Agreement
7.13(b)     Form of Management Agreement
8.6         Opinion of Purchaser's Counsel





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         STOCK PURCHASE AGREEMENT (the "AGREEMENT"), dated as of August 15,
1997, by and among AMERIPATH, INC., a Delaware corporation, or its permitted
designees or assigns ("AMERIPATH" or the "PURCHASER"), COLAB INCORPORATED
PROFESSIONAL CORPORATION, an Indiana professional corporation ("COLAB"),
ANATOMICAL PATHOLOGY SERVICES, P.C., an Indiana professional corporation
("APS"), MICRODIAGNOSTICS, P.C., an Indiana professional corporation ("MICRO"
and, together with Colab and APS, collectively referred to herein as the
"COMPANY" or the "COMPANIES"), and the individuals set forth on EXHIBIT 1.1
hereto who together constitute the holders of all of the issued and outstanding
shares of capital stock of the Companies (such persons to be collectively
referred to herein as the "SELLERS" and individually as a "SELLER").

         WHEREAS, the Sellers together own all of the issued and outstanding
shares of capital stock of the Companies, each of which is organized as a
professional service corporation under Section 23-1.5-1-1 of the Indiana
Professional Corporations Act;

         WHEREAS, AmeriPath desires to purchase and acquire from the Sellers,
and the Sellers desire to sell, transfer and deliver to AmeriPath, all of the
issued and outstanding shares of capital stock of the Companies upon the terms
and subject to the conditions set forth herein;

         WHEREAS, in the case of APS and Micro, an election shall be made in
accordance with Sections 338(g) and 338(h)(10) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder (the "CODE");

         WHEREAS, each of the Companies, although presently organized as
professional service corporations, will immediately prior to the closing of the
transactions contemplated by this Agreement, upon the terms and subject to the
conditions set forth herein, amend their respective Articles of Incorporation in
order to convert themselves to regular business corporations organized under the
Indiana Business Corporations Law;

         WHEREAS, immediately following the closing of the transactions
contemplated by this Agreement, APS and Micro will be merged with and into
Colab, which, upon consummation of the transactions contemplated by this
Agreement, shall be and have become a wholly-owned subsidiary of AmeriPath, and
Colab shall change its name to AmeriPath Indiana, Inc. ("AMERIPATH INDIANA");

         WHEREAS, in order to comply with Indiana State Health Care Laws,
AmeriPath shall form a grantor trust (the "TRUST"), with AmeriPath as its sole
beneficiary and an Indiana physician as the trustee, and the Trust shall form
and become the sole member of an Indiana Limited Liability Company ("AMERIPATH
INDIANAPOLIS");

         WHEREAS, in connection with the transactions contemplated by this
Agreement, AmeriPath Indianapolis shall enter into an employment agreement with
certain of the Sellers and a management agreement with AmeriPath Indiana; and

         WHEREAS, although the parties hereto have agreed as to the minimum
value of the Companies, they are not able to agree as to the total value of the
Companies, and thus the parties



<PAGE>   10



hereto have agreed to certain additional contingent purchase price consideration
based upon the results of operations of the Companies as more fully set forth
herein;

         NOW, THEREFORE, for and in consideration of the mutual benefits to be
derived hereby and the premises, representations, warranties, covenants and
agreements herein contained, AmeriPath, each Seller and the Companies hereby
agree, intending to be legally bound, as follows:

                                    ARTICLE I

                            PURCHASE OF CAPITAL STOCK

         1.1 PURCHASE AND SALE OF CAPITAL STOCK.

                  (a) Subject to the terms and conditions of this Agreement,
         each Seller agrees to sell, transfer and deliver to the Purchaser, and
         the Purchaser agrees to purchase, acquire and accept delivery from each
         Seller, all of the issued and outstanding shares of capital stock (the
         "COMPANY SHARES") of each of the Companies owned or held by such
         Seller, which Company Shares to be sold and purchased hereunder is set
         forth opposite each Seller's name on SCHEDULE 1.1 attached hereto.

                  (b) Upon the sale, transfer and delivery to the Purchaser by
         the Sellers of the Company Shares at the Closing (as such term is
         defined in SECTION 9.1 hereof), and in consideration therefor,
         Purchaser shall deliver to the Sellers the following consideration in
         the aggregate (which aggregate consideration shall be divided between
         the Sellers in the amounts and as indicated on SCHEDULE 1.1 attached
         hereto):

                           (i) TWENTY-FOUR MILLION THIRTY-SEVEN THOUSAND SIX
                  HUNDRED DOLLARS ($24,037,600.00), by cashier's check or by
                  wire transfer;

                           (ii) 850,390 shares of AmeriPath common stock, par
                  value $.01 per share (the "AMERIPATH STOCK"), issuable at
                  Closing but subject to vesting over five years, in accordance
                  with SECTION 1.3 hereof;

                           (iii) 7% Non-Negotiable Contingent Subordinated
                  Promissory Notes, due on December 31, 2002, each in the form
                  attached hereto as EXHIBIT 1.2 (the "CONTINGENT NOTES"), in
                  the aggregate maximum principal amount of FOURTEEN MILLION
                  NINE HUNDRED SIXTY-SEVEN THOUSAND DOLLARS ($14,967,000.00),
                  the issuance and certain terms and conditions of which
                  Contingent Notes are set forth in SECTION 1.2 below; and

                  (c) ADDITIONAL PURCHASE PRICE. The parties hereto agree to
         increase the Purchase Price by the amount by which the Net Working
         Capital (as defined in SECTION 2.31) of the Companies at and as of the
         Closing Date (as defined in SECTION 9.1) exceeds



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         $1,000,000. Such amount shall be additional Purchase Price and shall be
         paid to the Sellers pro rata in accordance with SCHEDULE 1.1 hereto.

         1.2 THE CONTINGENT NOTES.

                  (a) PRINCIPAL AMOUNTS; ISSUANCE. The aggregate maximum
         principal amount of the Contingent Notes to be issued and delivered by
         the Purchaser to the Sellers pursuant to SECTION 1.1(B)(III) hereof at
         the Closing shall be FOURTEEN MILLION NINE HUNDRED SIXTY-SEVEN THOUSAND
         DOLLARS ($14,967,000.00). As additional purchase price consideration,
         at the Closing, the Purchaser shall deliver to each Seller a Contingent
         Note, due on December 31, 2002, in the maximum stated principal amount
         as set forth on SCHEDULE 1.2 hereof, which Contingent Notes shall be in
         the form of EXHIBIT 1.2 hereto. Each Contingent Note shall be due and
         payable in the applicable principal amount specified in or calculated
         pursuant to such Contingent Note and the Annexes to such Contingent
         Note (the "APPROPRIATE PRINCIPAL AMOUNT") corresponding to a target
         range of Operating Earnings (as defined below) or Cumulative Operating
         Earnings (as defined below), as the case may be, specified in such
         Contingent Note and the Annexes thereto, with respect to each of the
         five (5) twelve-month periods ending September 30, 1998 through
         September 30, 2002, if, and only if, (i) with respect to the period
         ending September 30, 1998, Operating Earnings for such year equal or
         exceed the specified minimum target amount of $5,080,000.00 (the
         "YEAR-1 MINIMUM TARGET") or, (ii) with respect to each of the next four
         (4) periods ending September 30, 1999, 2000, 2001 and 2002, Cumulative
         Operating Earnings for such year equal or exceed $10,160,000.00,
         $15,240,000.00, $20,320,000.00 and $25,400,000.00, respectively
         (together with the Year-1 Minimum Target, as relevant to the applicable
         year, the "MINIMUM TARGETS"). For each of the periods ending September
         30, 1998 through 2002 for which Operating Earnings or Cumulative
         Operating Earnings, as the case may be, are less than the applicable
         Minimum Target, no principal payment(s) shall be required, due or made
         under the Contingent Notes, or under any Contingent Note, with respect
         to that year, and any and all interest with respect thereto or accrued
         thereon, which otherwise would have become due or payable had the
         applicable Minimum Target been achieved for such year, shall be
         canceled and voided. Notwithstanding anything to the contrary herein or
         in the Contingent Notes, the aggregate maximum principal amount due or
         payable under all the Contingent Notes shall not exceed $14,967,000.

                  (b) "OPERATING EARNINGS"; "CUMULATIVE OPERATING EARNINGS".

                           (i) DEFINITION OF "OPERATING EARNINGS". For purposes
                  hereof (and the Contingent Notes), the term "OPERATING
                  EARNINGS", with respect to any year or period, shall mean the
                  income of or attributable to the Business (as defined below)
                  for such year or period, BEFORE deduction for (in each case,
                  with respect to the Business) (i) interest paid in such year,
                  (ii) income tax payable for such year, (iii) charges for
                  amortization of goodwill, including without limitation any
                  amortization of goodwill recorded in connection with this
                  transaction or amortization of any

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                  payments made under the Contingent Notes, (iv) any fees or
                  expenses incurred by the Business in connection with the
                  transactions contemplated by this Agreement, (v) allocations
                  of corporate overhead of the Purchaser or AmeriPath Indiana
                  that is unrelated to the Business, and (vi) amounts payable to
                  the Managing Director or other administrators of the Companies
                  (provided that such amounts shall not exceed $50,000 in the
                  aggregate in any 12 month period). All such calculations shall
                  be determined in accordance with GAAP (as defined in SECTION
                  12.3 hereof). For purposes hereof (and the Contingent Notes),
                  the "Business" shall include the business, operations,
                  contracts, assets and liabilities of the Companies (as
                  constituted immediately prior to the Closing), which Business
                  following the Closing shall consist of the business,
                  operations, contracts, assets and liabilities of, and the
                  results of operations, revenues and expenses associated with,
                  (i) the Companies, (ii) the contracts with hospitals, medical
                  facilities and other entities, including, but not limited to
                  Mid America Clinical Laboratories, L.L.C., in effect from time
                  to time, to which the Companies, prior to the Closing, and the
                  Companies and/or AmeriPath Indiana and/or AmeriPath
                  Indianapolis, following the Closing, are a party, and which
                  are serviced by the physicians who from time to time are
                  employed by the Companies and/or AmeriPath Indiana and/or
                  AmeriPath Indianapolis and who report to the medical director
                  for AmeriPath Indiana and/or AmeriPath Indianapolis
                  (collectively, such physicians being referred to herein as the
                  "INDIANA-BASED PATHOLOGISTS"), and (iii) AmeriPath
                  Indianapolis' employment of, and employment agreements with,
                  any and all Indiana-Based Pathologists.

                           (ii) CALCULATION OF OPERATING EARNINGS. A statement
                  of the Operating Earnings, prepared by AmeriPath senior
                  management, will be delivered to the Sellers as soon as
                  practicable following the end of each twelve month period, but
                  in all events within 80 days after the end of each such
                  period. If a majority of the holders of Contingent Notes (the
                  "HOLDERS") wish to challenge the calculation of Operating
                  Earnings, they may do so by giving written notice of such
                  objection (the "OBJECTION NOTICE") to AmeriPath, signed by
                  such Holders, within 20 days after receipt of such statement
                  of Operating Earnings. The Objection Notice shall set forth in
                  reasonable detail the Holders' calculation of Operating
                  Earnings (or Cumulative Operating Earnings, as the case may
                  be). If an Objection Notice is so timely delivered to
                  AmeriPath, AmeriPath and the Holders shall use their best
                  efforts to resolve as soon as practicable any difference of
                  opinion. If they are unable to resolve such difference within
                  20 days after receipt by AmeriPath of the Objection Notice
                  from the Holders, the matter shall be referred to the
                  independent public accounting firm who then audits the annual
                  financial statements of AmeriPath, whose decision shall be
                  final and binding on all parties. If an Objection Notice is
                  not timely delivered to AmeriPath, and if the statement of
                  Operating Earnings prepared by AmeriPath senior management
                  indicates that the Minimum Target has been met for a given
                  period, then the appropriate Applicable Payment Amount of the
                  Contingent Notes with respect to such period shall be paid

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                  within ten (10) days after the earlier of the end of the 20
                  day period within which the Holders are entitled to deliver an
                  Objection Notice, or receipt by AmeriPath of notice from all
                  the Holders that they accept the calculation of Operating
                  Earnings. If the Holders object to the calculation of
                  Operating Earnings for the purpose of determining compliance
                  with this Section, the Applicable Payment Amount of the
                  Contingent Notes for such year shall be paid within ten (10)
                  days after resolution of the dispute with respect to such
                  calculation to the extent, and solely to the extent, that such
                  resolution indicates that the Minimum Target has been exceeded
                  for such period.

                           (iii) CUMULATIVE OPERATING EARNINGS. For purposes
                  hereof (and the Contingent Notes), the term "CUMULATIVE
                  OPERATING EARNINGS" shall mean and include, with respect to
                  the 24 month period ending September 30, 1999, the 36 month
                  period ending September 30, 2000, the 48 month period ending
                  September 30, 2001 and the 60 month period ending September
                  30, 2002,the Operating Earnings of the Business, on a
                  cumulative basis, from October 1, 1997 through the end of such
                  period (E.G., the Cumulative Operating Earnings for the period
                  ending September 30, 2000 shall equal the Operating Earnings,
                  on a cumulative basis, from October 1, 1997 through September
                  30, 2000 (I.E., three full cumulative years of Operating
                  Earnings would be included)).

                           (iv) REGULATORY ADJUSTMENTS. Notwithstanding anything
                  to the contrary contained herein, if, in the judgment of a
                  majority of the full Board of Directors of AmeriPath, in their
                  sole and absolute discretion acting in good faith, it is
                  determined that (A) the inclusion of certain income, from
                  referrals or otherwise, in the calculation of Operating
                  Earnings or Cumulative Operating Earnings, as the case may be,
                  may cause the Contingent Notes, or the holding of the
                  Contingent Notes by any Holder, to violate any Regulation or
                  Order of any Authority (as such terms are defined in SECTION
                  12.3), or (B) any income was derived or the result of a
                  violation of the policies and procedures of AmeriPath adopted
                  from time to time by the Board of Directors of AmeriPath,
                  then, such income shall not be included in Operating Earnings
                  or Cumulative Operating Earnings, as the case may be, and
                  shall not be taken into account in determining the payments to
                  be made under the Contingent Notes; PROVIDED, HOWEVER, that
                  Sellers shall be given prompt notice of any such determination
                  by the Board of Directors and shall have an opportunity to
                  review the basis for such determination with the Board of
                  Directors.

                  (c) EFFECT OF SALE ON CONTINGENT NOTES. Should any Person (as
         such term is defined in SECTION 12.3 hereof) acquire AmeriPath, whether
         by means of a merger with or into AmeriPath in which AmeriPath does not
         survive or the acquisition of all or substantially all of the stock or
         assets of AmeriPath (an "AMERIPATH ACQUISITION"), then, with respect to
         such Contingent Notes, as a condition to consummation of the AmeriPath
         Acquisition, the acquiring Person shall be required either to
         acknowledge and guarantee

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<PAGE>   14



         AmeriPath's on-going obligations under the Contingent Notes or to
         assume the obligations under the Contingent Notes.

                  (d) EFFECT OF ACQUISITIONS ON CONTINGENT NOTES. In the event
         that AmeriPath or an Affiliate of AmeriPath acquires one or more
         Persons or businesses after the Closing Date (an "AMERIPATH
         ACQUISITION"), other than in the ordinary course of business and upon
         agreement of the Purchaser and the Sellers, Operating Earnings will be
         calculated without including (i) the income generated by, or expenses
         incurred in connection with, the AmeriPath Acquisition, and (ii) any
         selling, general or administrative expenses which do not relate to the
         Company or its Business; PROVIDED, HOWEVER, with respect to an
         AmeriPath Acquisition whose income the Purchaser and the Sellers have
         agreed to include in the Operating Earnings or Cumulative Operating
         Earnings, as the case may be, of the Business, interest, amortization
         and depreciation with respect to such AmeriPath Acquisition shall be
         deducted from the Operating Earnings or Cumulative Operating Earnings,
         as the case may be, of the Business.

                  (e) INTEREST. Each Contingent Note shall bear interest from
         the date of issuance until maturity, computed on the basis of a 360-day
         year and the actual number of days elapsed, on the unpaid Appropriate
         Principal Amount thereof at the rate of seven percent (7.0%) per annum.
         Simple interest shall accrue and be payable only upon payment of
         principal, if any. In the event Operating Earnings or Cumulative
         Operating Earnings are less than the applicable Minimum Target for any
         given year, interest on the principal amount of all Contingent Notes
         for such year shall be canceled and voided.

                  (f) MATURITY, REDEMPTION AND PREPAYMENTS. For each year for
         which Operating Earnings or Cumulative Operating Earnings, as the case
         may be, equal or exceed the applicable Minimum Target, the Appropriate
         Principal Amount of the Contingent Notes, together with interest
         accrued on such Appropriate Principal Amount, shall become due and
         payable and shall be paid as provided in subparagraph (a) above. If, in
         the judgment of a majority of the full Board of Directors of AmeriPath
         (which judgment is made based upon the advice of counsel), it is
         determined that the Contingent Notes, or the holding of the Contingent
         Notes by any Seller, may violate any Regulation or Order of any
         Authority (as such terms are defined in SECTION 12.3), then, at
         AmeriPath's sole discretion (as recommended by counsel to Ameripath),
         upon written notice to Sellers, the Contingent Notes may be canceled
         and voided and the parties hereto agree to endeavor in good faith to
         arrive at a reasonably equivalent economic and financial substitute
         consideration therefor. In its sole and absolute discretion, AmeriPath
         may prepay the Contingent Notes by paying (in the aggregate, for all
         Contingent Notes) $1,496,700 for each year remaining under the
         Contingent Notes, such amount to be divided among the Sellers pro rata
         according to the maximum principal amounts of the Contingent Notes.
         AmeriPath shall give the holders of the Contingent Notes irrevocable
         written notice of any prepayment permitted hereunder not less than
         three (3) business days prior to the prepayment date, specifying such
         prepayment and the amount of the Contingent Notes proposed to be
         prepaid on such date, whereupon such principal amount

                                      - 6 -


<PAGE>   15


         of the Contingent Notes specified in such notice, together with accrued
         interest thereon, shall become due and payable on the prepayment date;
         PROVIDED, HOWEVER, that if the prepayment is to be made during the
         month of December in any year, then the written notice shall be given
         not less than two (2) weeks prior to the prepayment date. The aggregate
         amount of each partial prepayment shall be allocated among each of the
         holders of the Contingent Notes at the time outstanding PRO RATA in
         proportion to the unpaid principal amounts of the Contingent Notes held
         by each of such holders.

                  (g) GENERAL TERMS OF CONTINGENT NOTES.

                           (1)      PAYMENTS. All payments of principal
                                    (including any prepayments or redemptions),
                                    and interest under the Contingent Notes
                                    shall be made by AmeriPath in lawful money
                                    of the United States of America in
                                    immediately available funds (or at the
                                    written request of the holders thereof, by
                                    certified or bank check) not later than 5:00
                                    P.M. Indianapolis, Indiana time, on the date
                                    each such payment is due. To the extent
                                    calculation of any payment amounts (whether
                                    principal, interest or otherwise) results in
                                    fractions of a cent, the amount shall be
                                    rounded down to the nearest whole cent.

                           (2)      SUBORDINATION; SUBORDINATION AGREEMENT. The
                                    Contingent Notes shall be subordinate and
                                    junior in right of payment to certain senior
                                    indebtedness pursuant to a subordination
                                    agreement, to be dated as of the Closing
                                    Date (the "SUBORDINATION AGREEMENT"), by and
                                    among AmeriPath, its Subsidiaries, senior
                                    lenders and the Sellers. As a condition to
                                    AmeriPath's obligations under the Contingent
                                    Notes, each Seller agrees to execute and
                                    deliver appropriate documents and agreements
                                    evidencing the subordination of the
                                    Contingent Notes to senior indebtedness of
                                    AmeriPath.

                           (3)      NOTES NON-NEGOTIABLE. The Contingent Notes
                                    shall be non-transferable and
                                    non-negotiable.

                           (4)      RIGHT OF SET-OFF ON SELLERS' CONTINGENT
                                    NOTES. With respect to all Contingent Notes
                                    issued to the Sellers, AmeriPath shall have
                                    the right, following prior written notice to
                                    the holder, to set-off against principal or
                                    interest payable to such Seller under a
                                    Contingent Note held by such Seller the
                                    amount of any indemnification payment owed
                                    by such Seller under ARTICLE XI hereof. Such
                                    notice shall state with reasonable
                                    specificity the good faith basis for
                                    AmeriPath's right to such indemnification
                                    payment, and a copy of such notice shall
                                    also be sent to each director of AmeriPath.
                                    The Seller shall have the right to respond
                                    to such notice, and if the

                                      - 7 -


<PAGE>   16



                                    Seller requests that the exercise of such
                                    right of set-off be considered and approved
                                    by the Board of Directors, then such right
                                    shall not be exercised unless considered and
                                    approved by a majority of the full Board of
                                    Directors. If within 10 days after receipt
                                    of such notice of set-off, the Seller
                                    against whom AmeriPath intends to assert
                                    such right of set-off contests in writing
                                    (sent to AmeriPath) AmeriPath's claim that
                                    the Seller is obligated to pay such amount
                                    as indemnification under ARTICLE XI hereof,
                                    then the amount which AmeriPath would
                                    otherwise have paid to the Seller but for
                                    the exercise of such right of set-off shall
                                    be paid into an interest bearing escrow
                                    account maintained by a bank selected by
                                    AmeriPath, to be held in such account until
                                    AmeriPath and the Seller have reached
                                    agreement as to the amount, if any, of such
                                    indemnification payment and set-off, or
                                    until there has been a judicial resolution
                                    of such matter, at which time the amount
                                    held in such segregated account, together
                                    with any interest accrued thereon, shall be
                                    released to the prevailing party, as
                                    appropriate and/or instructed. AmeriPath and
                                    the Seller agree that they will use their
                                    best efforts to resolve any such dispute
                                    within 30 days of receipt of notice by
                                    AmeriPath of the Seller's objection to the
                                    set-off.

                           (5)      DEFAULTS. The holders of the Contingent
                                    Notes shall be entitled to the benefit of
                                    the Events of Default set forth in the
                                    applicable form of Contingent Note.

                           (6)      CONFLICT. To the extent there is any
                                    conflict or inconsistency between the terms
                                    of this Agreement and the terms specified in
                                    any Contingent Note the terms specified in
                                    the Contingent Note shall govern and
                                    prevail.

         1.3 AMERIPATH STOCK. As additional purchase price consideration, the
Purchaser shall issue to the Sellers, subject to the conditions and restrictions
set forth in this SECTION 1.3 (the "STOCK RIGHTS"), the AmeriPath Stock (to be
divided among the Sellers as set forth on SCHEDULE 1.1 hereof).

                  (a) RESTRICTIONS ON TRANSFER; VESTING.

                           (1) Except as is specifically permitted by the
                  provisions of this SECTION 1.3, the sale, assignment,
                  transfer, conveyance, pledge, margin, hypothecation, gift,
                  bequest, devise, levy, execution or other disposition
                  (hereinafter, each, a "transfer") of the AmeriPath Stock,
                  either directly or indirectly, by operation of law or
                  otherwise, to any person (including any individual, trust,
                  corporation, partnership,

                                      - 8 -


<PAGE>   17



                  company, association, syndicate, venture, special purpose
                  vehicle or other entity) is strictly prohibited.

                           (2) In furtherance and not in limitation of the
                  foregoing, no Seller shall transfer any shares of the
                  AmeriPath Stock at any time if such transfer would constitute
                  a breach of any shareholders agreement with AmeriPath, or a
                  violation of any federal or state securities or "blue sky"
                  laws, rules or regulations (collectively, "SECURITIES LAWS"),
                  or a breach of the conditions to any exemption from
                  registration of the AmeriPath Stock under any such Securities
                  Laws, or a breach of any undertaking or agreement of such
                  Seller entered into with AmeriPath pursuant to such Securities
                  Laws or in connection with obtaining an exemption thereunder,
                  and AmeriPath shall not transfer upon its books any shares of
                  AmeriPath Stock unless prior thereto AmeriPath shall have
                  received an opinion, in form and substance satisfactory to
                  AmeriPath, of counsel, reasonably satisfactory to AmeriPath,
                  that such transfer is in compliance with this SECTION 1.3.

                           (3) For purposes of this Agreement (and the
                  restrictions set forth in this SECTION 1.3), the term
                  "AmeriPath Stock" shall mean and include (i) the shares of
                  AmeriPath Stock issued, granted, conveyed and delivered to
                  each Seller pursuant to SECTION 1.1 hereof (the "Primary
                  Shares"), and (ii) any and all other or additional shares of
                  capital stock of AmeriPath issued or delivered by AmeriPath
                  with respect to the shares of AmeriPath Stock described in
                  clause (i) hereof, including without limitation any shares of
                  capital stock of AmeriPath issued or delivered with respect to
                  such shares as a result of any stock split, stock dividend,
                  stock distribution, recapitalization or similar transaction
                  (the "Additional Shares").

                           (4) VESTING. Notwithstanding the provisions of
                  SECTION 1.3(A)(1), commencing on September 1, 1998, and on
                  each of the four one-year anniversaries of such date, 20% of
                  the shares of AmeriPath Stock (including both the Primary
                  Shares and any Additional Shares issued with respect to such
                  Primary Shares) owned by each Seller shall be free of the
                  restrictions set forth in SECTION 1.3(A)(1), such restrictions
                  at such time having lapsed and no longer being applicable to
                  such percentage of the AmeriPath Stock, so that after five (5)
                  years none of the shares of AmeriPath Stock (including Primary
                  Shares and Additional Shares) shall be subject to the
                  restrictions set forth in SECTION 1.3(A)(1) hereof.

                  (b) PERMITTED CONDITIONAL TRANSFER UPON DEATH. Notwithstanding
         the provisions of this SECTION 1.3, upon a Seller's death, the
         AmeriPath Stock owned by such Seller shall be transferable solely
         pursuant to the Seller's will or in accordance with the laws of descent
         and distribution, if, and only if, the descendants or devisees, as
         applicable, of the AmeriPath Stock execute and deliver to AmeriPath an
         agreement, in form and substance satisfactory to AmeriPath, evidencing
         their agreement to the restrictions contained in this SECTION 1.3.


                                      - 9 -


<PAGE>   18



                  (c) TRANSFERABILITY; SHAREHOLDERS' AGREEMENT. Any shares of
         AmeriPath Stock issued pursuant to the Stock Rights shall be subject to
         the Purchaser's Shareholders' Agreement (as defined in SECTION 7.10)
         relating to the AmeriPath Stock and related and other matters,
         including, but not limited to, any restrictions on transferability, any
         rights of first refusal and any option of the Purchaser to "call" or
         purchase such shares. As a condition to the issuance of shares of
         AmeriPath Stock in connection with any Stock Right (and at AmeriPath's
         option, at each issuance), the Sellers shall execute and deliver to the
         Purchaser a counterpart to the Shareholders' Agreement, in form and
         substance satisfactory to AmeriPath, and the Sellers shall make such
         representations and execute such certificates as AmeriPath may
         reasonably require, including representations similar to those made in
         SECTION 2.25 hereof. In addition, each Seller agrees that, upon the
         request of the managing underwriter in connection with an underwritten
         public offering of any of the Purchaser's securities, each Seller will
         execute and deliver to such managing underwriter a lock-up agreement,
         in form and substance acceptable to such underwriter and in a form that
         is substantially the same as the lock-up agreements to be executed by
         the other stockholders of the Purchaser, whereby the Seller agrees to
         refrain from selling, transferring, pledging or otherwise conveying its
         securities for a certain period.

                  (d) LEGEND(S) ON STOCK CERTIFICATES. Each Seller understands
         and agrees that any and all stock certificates evidencing the AmeriPath
         Stock shall contain appropriate restrictive legends indicating, in form
         satisfactory to AmeriPath, the restrictions to which the AmeriPath
         Stock is subject, as provided under this Agreement, including, but not
         limited to, the following:

                           "The shares represented by this certificate (the
                           "Shares") are subject to each and every one of the
                           terms, conditions and restrictions set forth in the
                           Shareholders' Agreement dated February 29, 1996 (the
                           "Shareholders' Agreement"), as amended, including,
                           but not limited to, any restrictions on
                           transferability, any rights of first refusal and any
                           option of the Purchaser to "call" or purchase such
                           Shares, and may not, in whole or in part, be sold,
                           transferred, pledged, gifted, hypothecated or
                           otherwise disposed of in any manner other than in
                           accordance with the terms of the Shareholders'
                           Agreement, a copy of which is on file and available
                           for inspection at the principal offices of the Issuer
                           presently located at 7289 Garden Road, Suite 200,
                           Riviera Beach, Florida 33404."

                  (e) REPRESENTATIONS. Each Seller understands that, in
         connection with the issuance of the AmeriPath Stock, AmeriPath is
         relying upon the representations and warranties being made by Sellers
         to AmeriPath in SECTION 2.25 hereof.



                                     - 10 -


<PAGE>   19



                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS
                                AND THE COMPANIES

         Each of the Sellers, Colab, APS and Micro, jointly and severally, make
the following representations and warranties to the Purchaser, each of which
shall be deemed material (and the Purchaser, in executing, delivering and
consummating this Agreement, has relied and will rely upon the correctness and
completeness of each of such representations and warranties notwithstanding any
independent investigation):

         2.1 ORGANIZATION, QUALIFICATION, ETC.

                  (a) Each of Colab, APS and Micro are corporations duly
         organized, validly existing under the laws of the State of Indiana with
         full corporate power and authority to carry on its business as it is
         now being conducted and proposed to be conducted, and to own, operate
         and lease its properties and assets. Colab's articles of incorporation
         have not been amended or supplemented since November 28, 1994, and are
         in full force and effect as of the date hereof. APS's articles of
         incorporation have not been amended or supplemented since May 25, 1994,
         and are in full force and effect as of the date hereof. Micro's
         articles of incorporation have not been amended or supplemented since
         April 27, 1995, and are in full force and effect as of the date hereof.
         True, complete and correct copies of the articles of incorporation and
         by-laws, as presently in effect, of Colab, APS and Micro are
         collectively attached hereto as EXHIBIT 2.1.

                  (b) Each of Colab, APS and Micro is duly qualified or licensed
         to do business and is in good standing in the jurisdictions set forth
         on SCHEDULE 2.1 attached hereto, those being every jurisdiction in
         which the conduct of the Company's business, the ownership or lease of
         its properties, the proposed conduct of the Company's business, the
         ownership or lease of its properties, or the transactions contemplated
         by this Agreement, require it to be so qualified or licensed and the
         failure to be so qualified or licensed would have a Material Adverse
         Effect (as defined in SECTION 12.3).

         2.2 SUBSIDIARIES. Except as set forth on SCHEDULE 2.2, none of the
Companies has any Subsidiaries (as defined in SECTION 12.3) nor any investment
or other interest in, or any outstanding loan or advance to or from, any Person
(as defined in SECTION 12.3), including any officer, director or shareholder.

         2.3 CAPITAL STOCK. The authorized capital stock, as of the date hereof,
of each of Colab, APS and Micro is set forth on SCHEDULE 2.3. The stock record
books of each of the Companies have been delivered to the Purchaser for
inspection prior to the date hereof and are complete and correct, and all
requisite Federal and State documentary stamps have been affixed thereon and
canceled. The Company Shares constitute all of the issued and outstanding shares

                                     - 11 -


<PAGE>   20



of capital stock of the Companies; and all of the Company Shares are owned
beneficially and of record by the Sellers.

         2.4 RECORD BOOKS. The corporate minute books of the Companies have been
made available to the Purchaser, are complete and correct and contain all of the
proceedings of the shareholders and directors of the Companies.

         2.5 TITLE TO COMPANY STOCK. All of the issued and outstanding shares of
the capital stock of the Companies are and at the Closing will be owned by the
Sellers (in the amounts and as set forth in SCHEDULE 1.1 hereto), are duly
authorized, validly issued and fully paid, nonassessable, and are free of all
Liens (as defined in SECTION 12.3). Upon delivery of the purchase price to the
Sellers at the Closing, each Seller will convey, and the Purchaser will own and
hold, good and marketable title to the Company Shares immediately prior to the
Closing owned by such Seller, free and clear of all Liens or contractual
restrictions or limitations whatsoever.

         2.6 OPTIONS AND RIGHTS. There are no outstanding subscriptions,
options, warrants, rights, securities, contracts, commitments, understandings or
arrangements under which any of the Companies is bound or obligated to issue any
additional shares of its capital stock, or rights to purchase shares of its
capital stock. There are no agreements, arrangements or understandings between
any Seller and/or any of the Companies and any other Person (as defined in
SECTION 12.3) regarding the Company Shares (or the transfer, disposition,
holding or voting thereof).

         2.7 AUTHORIZATION, ETC. Each of the Companies has full power and
authority and each of the Sellers has full power, authority or capacity, as the
case may be, to enter into this Agreement and the agreements and documents
contemplated hereby and perform their respective obligations hereunder and
thereunder. The execution, delivery and performance of this Agreement and all
other agreements and transactions contemplated hereby have been duly authorized
on behalf of the Companies by the appropriate parties and no other proceedings
on the part of the Companies are necessary to authorize this Agreement and the
transactions contemplated hereby. Each of the Sellers is entering into this
Agreement on such Seller's own volition, free from any undue influence or
coercion. Upon execution and delivery of this Agreement by the parties hereto
this Agreement and all other agreements contemplated hereby shall constitute the
legal, valid and binding obligation of each of the Companies and each Seller
party hereto, enforceable against each such party in accordance with their
respective terms.

         2.8 NO VIOLATION. The execution and delivery by the Companies and the
Sellers of this Agreement, and any and all other agreements contemplated hereby,
and the fulfillment of and compliance with the respective terms hereof and
thereof by the Companies and the Sellers do not and will not, except as set
forth on SCHEDULE 2.8 attached hereto, (a) conflict with or result in a breach
of the terms, conditions or provisions of, (b) constitute a default or event of
default under (with due notice, lapse of time or both), (c) result in the
creation of any Lien upon the capital stock or assets of the Companies pursuant
to, (d) give any third party the right to accelerate any obligation under, (e)
result in a violation of, or (f) require any material authorization, consent,

                                     - 12 -


<PAGE>   21



approval, exemption or other action by or notice to any court or Authority (as
defined in SECTION 12.3) pursuant to, the organizational documents of the
Companies or any Regulation (as defined in SECTION 12.3), Order (as defined in
SECTION 12.3) or Contract (as defined in SECTION 12.3) to which any of the
Companies or any Seller is subject. The Companies and the Sellers will comply
with all applicable Regulations and Orders in connection with the execution,
delivery and performance of this Agreement and the transactions contemplated
hereby.

         2.9 FINANCIAL STATEMENTS. Attached as EXHIBIT 2.9 hereto are the
following financial statements of each of the Companies: (i) balance sheets
(prepared on a cash basis) for the fiscal years ended December 31, 1995 and
December 31, 1996 (the "BALANCE SHEETS"), (ii) statements of revenues and
expenses and related schedules thereto (prepared on a cash basis) for the fiscal
years ended December 31, 1993, December 31, 1994, December 31, 1995 and December
31, 1996 (the "STATEMENTS OF REVENUES AND EXPENSES"), and (iii) balance sheet,
statement of revenues and expenses and related schedules thereto (prepared on a
cash basis) for the six months ended June 30, 1997 (collectively, together with
the Balance Sheets and the Statements of Revenues and Expenses, the "FINANCIAL
STATEMENTS"). The balance sheets (and the schedules thereto) included in the
Financial Statements fairly present the financial position of the Companies on a
cash basis as at the respective dates thereof, and the statements of revenues
and expenses (and the schedules thereto) included in the Financial Statements
(x) fairly present the results of operations for the periods therein referred
to, on a cash basis (except as stated therein or in the notes or schedules
thereto) applied on a consistent basis, and (y) fairly present the financial
condition of the Companies at the respective date of on a cash basis, and for
the period covered by, such statements. Except as set forth on SCHEDULE 2.9(A)
attached hereto, the Companies have no liability, whether accrued, absolute or
contingent, of a type required to be reflected on a balance sheet or described
in the notes thereto in accordance with GAAP (as defined in SECTION 12.3), other
than (i) liabilities which have been reflected or reserved against in the
Financial Statements, (ii) liabilities incurred since December 31, 1996, and
(iii) liabilities covered by insurance or reinsurance (a complete and detailed
description of which is provided in SCHEDULE 2.9(B)). SCHEDULE 2.9(C) sets forth
a complete list of the Companies' accounts payable.

         2.10 EMPLOYEES. As of the date hereof, the Companies have an aggregate
of approximately 20 employees. The Companies have been for the past four years,
and currently is, in compliance with all Federal, State and local Regulations
and Orders affecting employment and employment practices of the Companies
(including those Regulations promulgated by the Equal Employment Opportunity
Commission), including terms and conditions of employment and wages and hours.

         2.11 ABSENCE OF CERTAIN CHANGES. Since December 31, 1996, there has not
been (a) any Material Adverse Change (as defined in SECTION 12.3) in the
business, prospects, financial condition, revenues, expenses, accounts
receivable, accounts payable or operations of the Companies; (b) any damage,
destruction or loss, whether covered by insurance or not, having a Material
Adverse Effect, with regard to the Companies' properties and business; (c) any
payment by the Companies to, or any notice to or acknowledgment by the Companies
of any amount due or owing to, the Companies' self-insured carrier, if any, in
connection with any self-insured

                                     - 13 -


<PAGE>   22



amounts or liabilities under health insurance covering employees of the
Companies, in each case, in excess of a reserve therefor on the balance sheet
for the fiscal year ended December 31, 1996 included in the Financial
Statements; (d) any declaration, setting aside or payment of any dividend or
distribution (whether in cash, stock or property) in respect of the Companies'
capital stock, or any redemption or other acquisition of such capital stock by
the Companies; (e) any increase in the rate of compensation or in the benefits
payable or to become payable by the Companies to their respective directors,
officers, employees or consultants; (f) any amendment, modification or
termination of any existing, or entering into any new, contract, agreement,
arrangement or plan relating to any salary, bonus, insurance, pension, health or
other employee welfare or benefit plan for or with any directors, officers,
employees or consultants of the Companies; (g) any entry into any material
Contract not in the ordinary course of business, including without limitation
relating to any borrowing or capital expenditure; (h) any disposition by the
Companies of any asset; or (i) any change by the Companies in their respective
accounting methods or principles.

         2.12 CONTRACTS.

                  (a) Except as set forth in SCHEDULE 2.12 hereto, none of the
         Companies is either a party to or subject to any written or oral:

                           (i) pension, profit sharing, bonus, retirement, stock
                  option, stock purchase or other plan providing for deferred or
                  other compensation to employees or any other employee benefit
                  plan (other than as set forth in SCHEDULE 2.18 hereto), or any
                  Contract with any labor union;

                           (ii) employment or consultation agreement, or other
                  compensation Contract, commitment or arrangement, which is not
                  terminable on notice of 30 days' or less by the Company
                  without penalty or other financial obligation (and, except as
                  set forth on SCHEDULE 2.12, no officer or employee of a
                  Company receives total salary, bonus and other compensation
                  from such Company of $35,000.00 or more per annum).

                           (iii) Contract containing covenants or agreements
                  limiting the freedom of a Company or any of its employees to
                  compete in any line of business presently conducted by the
                  Companies with any Person or to compete in any such line of
                  business in any area;

                           (iv) Contract with any Seller or with any affiliate
                  or relative of any Seller (except for any Contract disclosed
                  in SCHEDULE 2.12 pursuant to clauses (ii) or (iii) of this
                  SECTION 2.12);

                           (v) Contract relating to or providing for loans to
                  officers, directors, employees or Affiliates;


                                     - 14 -


<PAGE>   23



                           (vi) Contract under which a Company has advanced or
                  loaned, or is obligated to advance or loan, funds to any
                  Person;

                           (vii) Contract relating to the incurrence, assumption
                  or guarantee of any indebtedness, obligation or liability (in
                  respect of money or funds borrowed), or otherwise pledging,
                  granting a security interest in or placing a Lien on any asset
                  of the Companies;

                           (viii)   guarantee or endorsement of any obligation;

                           (ix) Contract under which a Company is lessee of or
                  holds or operates any property, real or personal, owned by any
                  other party, except for any lease of real or personal property
                  under which the aggregate annual rental payments do not exceed
                  $10,000.00;

                           (x) Contract pursuant to which a Company is lessor of
                  or permits any third party to hold or operate any property,
                  real or personal, owned or controlled by any of the Companies;

                           (xi) assignment, license, indemnification or Contract
                  with respect to any intangible property (including, without
                  limitation, any Proprietary Rights);

                           (xii) warranty Contract with respect to its services
                  rendered (or to be rendered) or its products sold or leased;

                           (xiii) Contract which prohibits, restricts or limits
                  in any way the payment of dividends or distributions by the
                  Companies;

                           (xiv) Contract under which it has granted any Person
                  any registration rights (including piggyback rights) with
                  respect to any securities;

                           (xv) Contract for the purchase, acquisition or supply
                  of inventory and other property and assets, whether for resale
                  or otherwise in excess of $10,000.00;

                           (xvi) Contracts with independent agents, brokers,
                  dealers or distributors;

                           (xvii) sales, commissions, advertising or marketing
                  Contracts;

                           (xviii) Contracts providing for "take or pay" or
                  similar unconditional purchase or payment obligations;

                           (xix) Contracts with Persons with which, directly or
                  indirectly, any Seller also has a Contract;


                                     - 15 -


<PAGE>   24



                           (xx) Contract with a hospital, physician or other
                  health care provider or Person pursuant to which the cost of
                  providing health care services to the patients covered by such
                  Contract is assumed in whole or in part by Sellers, the
                  Companies or such provider; or

                           (xxi) any other Contract which is material to the
                  Companies' operations or business prospects, except those
                  which (x) were made in the ordinary course of business, (y)
                  are terminable on 30 days' or less notice by the respective
                  Company without penalty or other financial obligation, and (z)
                  in each case, involve aggregate payments by or to a Company of
                  $10,000.00 or less.

                  (b) Except as set forth on SCHEDULE 2.8, no consent of any
         party to any Contract is required in connection with the execution,
         delivery or performance of this Agreement, or the consummation of the
         transactions contemplated hereby.

                  (c) the Companies have performed in all material respects all
         obligations required to be performed by it and is not in default in any
         respect under or in breach of nor in receipt of any claim of default or
         breach under any material Contract to which the a Company is subject
         (including without limitation all performance bonds, warranty
         obligations or otherwise); no event has occurred which with the passage
         of time or the giving of notice or both would result in a default,
         breach or event of non-compliance under any material Contract to which
         a Company is subject (including without limitation all performance
         bonds, warranty obligations or otherwise); the Companies do not have
         any present expectation or intention of not fully performing all such
         obligations; the Companies do not have any knowledge of any breach or
         anticipated breach by the other parties to any such Contract to which
         it is a party.

         2.13 TRUE AND COMPLETE COPIES. Copies of all Contracts and documents
delivered and to be delivered hereunder by the Sellers or the Companies are and
will be true and complete copies of such agreements, contracts and documents.

         2.14 TITLE AND RELATED MATTERS.

                  (a) The Companies have good and marketable title to all of the
         properties and assets reflected in the balance sheet for the fiscal
         year ended December 31, 1996 included in the Financial Statements or
         acquired after the date thereof and for properties sold or otherwise
         disposed of since the date thereof in the ordinary course of business,
         free and clear of all Liens, except (i) statutory Liens not yet
         delinquent, (ii) such imperfections or irregularities of title, Liens,
         easements, charges or encumbrances as do not detract from or interfere
         with the present use of the properties or assets subject thereto or
         affected thereby, otherwise impair present business operations at such
         properties; or do not detract from the value of such properties and
         assets, taken as a whole, or (iii) as reflected in the balance sheet
         for the fiscal year ended December 31, 1996 included in Financial
         Statements or the notes thereto.

                                     - 16 -


<PAGE>   25




                  (b) The Companies own, and will on the Closing Date own, good
         and marketable title to all the personal property and assets, tangible
         or intangible, used in its business except as to those assets leased
         all of which leases are in good standing and no party is in default
         thereunder. None of the assets belonging to or held by the Companies is
         or will be on the Closing Date subject to any (i) Contracts of sale or
         lease, or (ii) Liens. Except for normal breakdowns and servicing
         requirements, all machinery and equipment regularly used by the
         Companies in the conduct of its business is in good operating condition
         and repair, ordinary wear and tear excepted.

                  (c) There has not been since December 31, 1996, and will not
         be prior to the Closing Date, any sale, lease, or any other disposition
         or distribution by the Companies of any assets or properties and any
         other assets now or hereafter owned by it, except transactions in the
         ordinary and regular course of business or as otherwise consented to by
         the Purchaser. After the Closing, the Companies, as wholly-owned
         subsidiaries of the Purchaser, will own, or have the unrestricted right
         to use, all properties and assets that are currently used in connection
         with the business of the Sellers.

                  (d) SCHEDULE 2.14 attached hereto sets forth a description of
         all real and personal property owned or leased by the Companies.

         2.15 LITIGATION. There is no Claim (as defined in SECTION 12.3) pending
or, to the best knowledge of each Seller and the Companies, threatened against
any of the Sellers or the Companies which, if adversely determined, would have a
Material Adverse Effect on the Companies. Nor is there any Order outstanding
against any of the Sellers or the Companies having, or which, insofar as can
reasonably be foreseen, in the future may have, a Material Adverse Effect on the
Companies.

         2.16 TAX MATTERS.

                  (a) The Companies have filed all federal, state, and local tax
         reports, returns, information returns and other documents
         (collectively, the "TAX RETURNS") required to be filed with any
         federal, state, local or other taxing authorities (each a "TAXING
         AUTHORITY", collectively, the "TAXING AUTHORITIES") in respect of all
         relevant taxes, including without limitation income, premium, gross
         receipts, net proceeds, alternative or add-on minimum, ad valorem,
         value added, turnover, sales, use, property, personal property
         (tangible and intangible), stamp, leasing, lease, user, excise, duty,
         franchise, transfer, license, withholding, payroll, employment, fuel,
         excess profits, occupational and interest equalization, windfall
         profits, severance, and other charges (including interest and
         penalties) (collectively, the "TAXES") and in accordance with all tax
         sharing agreements to which the Sellers or a Company may be a party.
         All Taxes on the Tax Returns required or anticipated to be paid for all
         periods prior to and including the Closing Date have been paid, and all
         of the Companies' Taxes that may be due or claimed to be due as a
         result of the consummation of the transactions contemplated by this
         Agreement will be paid. All Taxes which are required to be withheld or
         collected by the Companies have

                                     - 17 -


<PAGE>   26



         been duly withheld or collected and, to the extent required, have been
         paid to the proper Taxing Authority or properly segregated or deposited
         as required by applicable laws. There are no Liens for Taxes upon any
         property or assets of the Companies except for liens for Taxes not yet
         due and payable. Neither the Sellers nor the Companies has executed a
         waiver of the statute of limitations on the right of the Internal
         Revenue Service or any other Taxing Authority to assess additional
         Taxes or to contest the income or loss with respect to any Tax Return.
         The basis of any depreciable assets, and the methods used in
         determining allowable depreciation (including cost recovery), is
         correct and in compliance with the Internal Revenue Code of 1986, as
         amended and the regulations thereunder (the "CODE").

                  (b) No audit of the Companies or the Companies' Tax Returns by
         any Taxing Authority is currently pending or threatened, and no issues
         have been raised by any Taxing Authority in connection with any Tax
         Returns. No material issues have been raised in any examination by any
         Taxing Authority with respect to the Companies which reasonably could
         be expected to result in a proposed deficiency for any other period not
         so examined, and there are no unresolved issues or unpaid deficiencies
         relating to such examinations. The items relating to the business,
         properties or operations of the Companies on the Tax Returns filed by
         or on behalf of the Companies for all taxable years (including the
         supporting schedules filed therewith), available copies of which have
         been supplied to the Purchaser, state accurately the information
         requested with respect to the Companies and such information was
         derived from the books and records of the Companies.

                  (c) The Companies have not made nor has become obligated to
         make, nor will as a result of any event connected with the Closing
         become obligated to make, any "excess parachute payment" as defined in
         Section 280G of the Code (without regard to subsection (b)(4) thereof).

                  (d) The Sellers shall cause the Companies to file all Tax
         Returns and reports with respect to Taxes which are required to be
         filed for Tax periods ending on or before the Closing Date (a
         "PRE-CLOSING TAX RETURN"), and the Companies shall pay all Taxes due in
         respect of such Pre-closing Tax Returns to the appropriate Taxing
         Authority; and the Companies shall pay all costs associated with the
         preparation thereof.

         2.17 COMPLIANCE WITH LAW AND APPLICABLE GOVERNMENT REGULATIONS. The
Companies are presently complying in respect of their operations, equipment,
practices, real property, plants, laboratories, structures, and other property,
and all other aspects of its business and operations, with all applicable
Regulations and Orders, including, but not limited to, Health Care Laws (as
defined in SECTION 12.3), all Regulations relating to the safe conduct of
business, environmental protection, quality and labeling, antitrust, Taxes,
consumer protection, equal opportunity, discrimination, health, sanitation,
fire, zoning, building and occupational safety where such failure or failures
would individually or in the aggregate have a Material Adverse Effect. There are
no Claims pending, nor to the best knowledge of the Companies are there any
Claims threatened,

                                     - 18 -


<PAGE>   27



nor have the Sellers received any written notice, regarding any violations of
any Regulations and Orders enforced by any Authority claiming jurisdiction over
the Companies, including any requirement of OSHA or any pollution and
environmental control agency (including air and water).

                  (a) SCHEDULE 2.17 attached hereto sets forth all permits,
         licenses, provider numbers, orders, franchises and approvals
         (collectively, "PERMITS") from all Federal, state, local and foreign
         governmental regulatory bodies held by the Companies. The Permits
         listed on SCHEDULE 2.17 are the only Permits that are required for the
         Companies to conduct its business as presently conducted, except for
         those the absence of which would not have any Material Adverse Effect
         on the assets, financial condition, results of operations or future
         prospects of the Companies. Each such Permit is in full force and
         effect and, to the best of the knowledge of the Companies, no
         suspension or cancellation of any such Permit is threatened and there
         is no basis for believing that such Permit will not be renewable upon
         expiration.

                  (b) The Companies have licenses to provide health care
         services in the jurisdictions set forth in (or in the Permits set forth
         in) SCHEDULE 2.17 hereto, which such licenses are all those necessary
         to conduct the business of the Companies in the jurisdictions in which
         the Companies presently operate. SCHEDULE 2.17 also sets forth a true
         and complete description of the status of each such license. Except as
         set forth on SCHEDULE 2.17, neither the Sellers nor the Companies is
         aware of any event, transaction, correspondence or circumstance which
         would have, or could foreseeably have, a Material Adverse Effect on one
         or more of such licenses.

         2.18 ERISA AND RELATED MATTERS.

                  (a) BENEFIT PLANS; OBLIGATIONS TO EMPLOYEES. Except as set
         forth in SCHEDULE 2.18 hereto, neither the Companies, nor any ERISA
         Affiliate of the Companies, is a party to or participates in or has any
         liability or contingent liability with respect to:

                           (i) any "employee welfare benefit plan" or "employee
                  pension benefit plan" or "multi-employer plan" (as those terms
                  are respectively defined in Sections 3(1), 3(2) and 3(37) of
                  the Employee Retirement Income Security Act of 1974, as
                  amended ("ERISA"));

                           (ii) any retirement or deferred compensation plan,
                  incentive compensation plan, stock plan, unemployment
                  compensation plan, vacation pay, severance pay, bonus or
                  benefit arrangement, insurance or hospitalization program or
                  any other fringe benefit arrangements for any employee,
                  director, consultant or agent, whether pursuant to contract,
                  arrangement, custom or informal understanding, which does not
                  constitute an "employee benefit plan" (as defined in Section
                  3(3) of ERISA); or


                                     - 19 -


<PAGE>   28



                           (iii) any employment agreement not terminable on 30
                  days' or less written notice, without further liability.

                  For purposes of this Section, the term "ERISA AFFILIATE" shall
         mean any trade or business, whether or not incorporated, that together
         with the Companies would be deemed a "SINGLE EMPLOYER" within the
         meaning of Section 4001(b)(i) of ERISA.

                  (b) PLAN DOCUMENTS AND REPORTS. A true and correct copy of
         each of the Benefit Plans listed on SCHEDULE 2.18, and all contracts
         relating thereto, or to the funding thereof, including, without
         limitation, all trust agreements, insurance contracts, investment
         management agreements, subscription and participation agreements and
         record keeping agreements, each as in effect on the date hereof, has
         been supplied to the Purchaser. In the case of any Benefit Plan that is
         not in written form, the Purchaser has been supplied with an accurate
         description of such Benefit Plan as in effect on the date hereof. A
         true and correct copy of the three most recent annual reports and
         accompanying schedules, the three most recent actuarial reports, and
         the most recent summary plan description and Internal Revenue Service
         determination letter with respect to each such Benefit Plan, to the
         extent applicable, and a current schedule of assets (and the fair
         market value thereof assuming liquidation of any asset which is not
         readily tradeable) held with respect to any funded Benefit Plan has
         been supplied to the Purchaser by the Companies, and there have been no
         material changes in the financial condition in the respective Plans
         from that stated in the annual reports and actuarial reports supplied.

                  (c) COMPLIANCE WITH LAWS; LIABILITIES. As to all Benefit
         Plans, except as otherwise specified on SCHEDULE 2.18, the Companies,
         to their knowledge, are in compliance in all material respects with the
         terms of all Benefit plans and every Benefit Plan is in compliance with
         all of the requirements and provisions of ERISA and all other laws and
         regulations applicable thereto, including without limitation the timely
         filing of all annual reports or other filings required with respect to
         such Benefit Plans. None of the assets of any Benefit Plan are invested
         in employer securities or employer real property, as those terms are
         defined in Section 407(d) of ERISA. To the knowledge of the Companies
         and the Sellers, there have been no "prohibited transactions" (as
         described in Section 406 of ERISA or Section 4975 of the Code) with
         respect to any Benefit Plan and neither the Companies nor any ERISA
         Affiliate of the Companies has otherwise engaged in any prohibited
         transaction. There has been no "accumulated funding deficiency" as
         defined in Section 302 of ERISA, nor has any reportable event as
         defined in Section 4043(b) of ERISA occurred with respect to any
         Benefit Plan. Actuarially adequate accruals for all obligations or
         contingent obligations under the Benefit Plans are reflected in the
         Companies' balance sheets for the fiscal year ended December 31, 1996
         included in Financial Statements provided to the Purchaser and such
         obligations include a pro rata amount of the contributions which would
         otherwise have been made in accordance with past practices for the plan
         years which include the closing date.


                                     - 20 -


<PAGE>   29



         2.19 INTELLECTUAL PROPERTY.

                  (a) Except as set forth on SCHEDULE 2.19(A), none of the
         Companies has any trade name, service mark, patent, copyright or
         trademark related to its business.

                  (b) The Companies have the right to use each Proprietary Right
         (as defined in SECTION 12.3) listed in SCHEDULE 2.19(A), and except as
         otherwise set forth therein, each of such Proprietary Rights is, and
         will be on the Closing Date, free and clear of all royalty obligations
         and Liens. There are no Claims pending, or to the best knowledge of the
         Sellers, threatened, against the Sellers that its use of any of the
         Proprietary Rights listed on SCHEDULE 2.19(A) infringes the rights of
         any Person. The Sellers has no knowledge of any conflicting use of any
         of such Proprietary Rights.

                  (c) None of the Companies is a party in any capacity to any
         franchise, license or royalty agreement respecting any Proprietary
         Right and there is no conflict with the rights of others in respect to
         any Proprietary Right now used in the conduct of its business.

                  (d) INTERNAL SOFTWARE APPLICATIONS.

                           (i) OWNED SOFTWARE. The current software applications
                  used by the Companies in the operation of its business, as set
                  forth and described on SCHEDULE 2.19(D) hereto (the
                  "SOFTWARE"), to the extent it has been designed or developed
                  by the Companies' management information or development staff
                  or by consultants on the Companies' behalf, is original and
                  capable of copyright protection in the United States, and the
                  Companies have complete rights to and ownership of such
                  Software. No part of any such Software is an imitation or copy
                  of, or infringes upon, the software of any other Person or
                  violates or infringes upon any common law or statutory rights
                  of any other Person, including, without limitation, rights
                  relating to defamation, contractual rights, copyrights, trade
                  secrets, and rights of privacy or publicity. The Companies
                  have not sold, assigned, licensed, distributed or in any other
                  way disposed of or encumbered the Software.

                           (ii) LICENSED SOFTWARE. The Software, to the extent
                  it is licensed from any third party licensor or constitutes
                  "off-the-shelf" software, is held by the Companies
                  legitimately and is fully transferable to the Purchaser
                  without any third party consent. All of the Companies'
                  computer hardware has legitimately-licensed software installed
                  therein.

                           (iii) NO ERRORS; NONCONFORMITY. The Companies warrant
                  that the Software is free from any significant software defect
                  or programming or documentation error, operates and runs in a
                  reasonable and efficient business manner, conforms to the
                  specifications thereof, and, with respect to owned Software,
                  the applications can be recreated from their associated source
                  code.

                                     - 21 -


<PAGE>   30




         2.20 ENVIRONMENTAL MATTERS. Except as disclosed in SCHEDULE 2.20: (a)
to the knowledge of the Companies and the Sellers, neither the Companies'
business nor the operation thereof violates any applicable Environmental Law (as
defined in SECTION 12.3) and no condition or occurrence (any accident, happening
or event which occurs or has occurred at any time prior to the Closing Date,
which results in or could result in a claim against a Company or the Purchaser
or creates or could create a liability or loss for such Company or the
Purchaser) which, with notice or the passage of time or both, would constitute a
violation of any Environmental Law; (b) to the knowledge of the Companies and
the Sellers, the Companies are in possession of all Environmental Permits (as
defined in SECTION 12.3) required under any applicable Environmental Law for the
conduct or operation of the Companies' business (or any part thereof), and the
Companies are in full compliance with all of the requirements and limitations
included in such Environmental Permits; (c) the Companies have not stored or
used any pollutants, contaminants or hazardous or toxic wastes, substances or
materials on or at any property or facility now or previously owned, leased or
operated by the Companies except for inventories of chemicals which are used or
to be used in the ordinary course of the Companies' business (which inventories
have been sorted or used in accordance with all applicable Environmental Permits
and all Environmental Laws, including all so-called "Right to Know" laws); (d)
the Companies have not received any notice from any Authority or any private
Person that the Companies' business or the operation of any of its facilities is
in violation of any Environmental Law or any Environmental Permit or that it is
responsible (or potentially responsible) for the cleanup of any pollutants,
contaminants, or hazardous or toxic wastes, substances or materials at, on or
beneath any property or facility now or previously owned, leased or operated by
the Companies, or at, on or beneath any land adjacent thereto or in connection
with any waste or contamination site; (e) the Companies are not the subject of
any Federal, state, local, or private Claim involving a demand for damages or
other potential liability with respect to a violation of Environmental Laws or
under any common law theories relating to operations or the condition of any
facilities or property (including underlying groundwater) owned, leased, or
operated by the Companies; (f) the Companies have not buried, dumped, disposed,
spilled or released any pollutants, contaminants or hazardous or wastes,
substances or materials on, beneath or adjacent to any property or facility now
or previously owned, leased or operated by the Companies or any property
adjacent thereto; (g) no by-products of any manufacturing or mining process
employed in the operation of the Companies' business which may constitute
pollutants, contaminants or hazardous or toxic wastes, substances or materials
under any Environmental Law are currently stored or otherwise located on any of
the Companies' property; (h) no property or facility now or previously owned,
leased or operated by the Companies, is listed or proposed for listing on the
National Priorities List pursuant to CERCLA, on the CERCLIS or on any other
federal or state list of sites requiring investigation or clean-up; (i) there
are no underground storage tanks, active or abandoned, including petroleum
storage tanks, on or under any property or facility now or previously owned,
leased or operated by the Companies; (j) the Companies have not directly
transported or directly arranged for the transportation of any Hazardous
Material to any location which is listed or proposed for listing on the National
Priorities List pursuant to CERCLA, on the CERCLIS or on any federal or state
list or which is the subject of federal, state or local enforcement actions or
other investigations which may lead to material Claims against the Companies for
any remedial work, damage to natural resources or personal injury, including
claims under CERCLA; and (k)

                                     - 22 -


<PAGE>   31



there are no polychlorinated biphenyls, radioactive materials or friable
asbestos present at any property or facility now or previously owned or leased
by the Companies. The Companies have timely filed all reports required to be
filed with respect to all of its property and facilities and has generated and
maintained all required data, documentation and records under all applicable
Environmental Laws.

         2.21 DEALINGS WITH AFFILIATES. SCHEDULE 2.21 hereto sets forth a
complete list, including the parties, of all oral or written agreements and
arrangements to which any of the Companies is, will be or has been a party, at
any time from January 1, 1992 to the Closing Date, and to which any one or more
Affiliates is also a party.

         2.22 BANKING ARRANGEMENTS. SCHEDULE 2.22 attached hereto sets forth the
name of each bank in or with which any of the Companies has an account, credit
line or safety deposit box, and a brief description of each such account, credit
line or safety deposit box, including the names of all Persons currently
authorized to draw thereon or having access thereto. The Companies have no
liability or obligation relating to funds or money borrowed by or loaned to the
Companies (whether under any credit facility, line of credit, loan, indenture,
advance, pledge or otherwise).

         2.23 INSURANCE. SCHEDULE 2.23 attached hereto sets forth a list and
brief description, including dollar amounts of coverage, of all policies of
fire, liability, professional liability and other forms of insurance held by the
Companies as of the date hereof, as well as a schedule of Claims filed with each
Company's current insurance carrier, including a history of such Claims and a
description and estimated dollar amount of any unresolved Claims. Such policies
are valid, outstanding and enforceable policies, as to which premiums have been
paid currently. Neither the Companies nor the Sellers know of any state of
facts, or of the occurrence of any event which might reasonably (a) form the
basis for any claim against the Companies not fully covered by insurance for
liability on account of any express or implied warranty or tortious omission or
commission, or (b) result in material increase in insurance premiums of the
Companies.

         2.24 CONSENTS. SCHEDULE 2.24, annexed hereto, sets forth a complete
list of consents of governmental and other regulatory agencies or authorities,
foreign or domestic, required to be received by or on the part of the Companies
and the Sellers to enable the Companies or the Sellers to enter into and carry
out this Agreement in all material respects. All such requisite consents have
been, or prior to the Closing will have been, obtained.

         2.25 INVESTMENT REPRESENTATIONS. Each Seller hereby represents and
warrants to AmeriPath as follows:

                  (a) Each Seller has been offered, and up to the Closing Date
         shall be offered, the opportunity to ask questions of, and receive
         answers from, AmeriPath and its Subsidiaries, and the Sellers have been
         given full and complete access to all available information and data
         relating to the business and assets of AmeriPath and its Subsidiaries,
         have obtained such additional information about AmeriPath and its
         Subsidiaries which the

                                     - 23 -


<PAGE>   32



         Sellers have deemed necessary in order to evaluate the opportunities,
         both financial and otherwise, with respect to AmeriPath and, except as
         set forth herein, have not relied on any representation, warranty or
         other statement concerning the Purchaser and its Subsidiaries in their
         evaluation of the decision to consummate the transactions contemplated
         herein. On the basis of the foregoing, each Seller is familiar with the
         operations, business plans and financial condition of AmeriPath.

                  (b) Each Seller understands that he must bear the economic
         risk of the AmeriPath Stock, if and when issued to such Seller, for an
         indefinite period of time because, except as provided in this
         Agreement, (i) each Seller understands that AmeriPath proposes to issue
         and deliver the shares of AmeriPath Stock issuable in accordance with
         this Agreement, without compliance with the registration requirements
         of the Securities Act, that for such purpose AmeriPath will rely upon
         the representations, warranties, covenants and agreements contained
         herein, as well as any additional representations, warranties,
         covenants, agreements and certifications requested by AmeriPath to be
         delivered by the Sellers at such time(s) of issuance of the AmeriPath
         Stock; and that such noncompliance with registration is not permissible
         unless such representations and warranties are correct and such
         covenants and agreements are performed at and as of the time of
         issuance; (ii) each Seller understands that, under existing rules of
         the SEC, there are substantial restrictions in the transferability of
         his shares of AmeriPath Stock; his shares of AmeriPath Stock may be
         transferred only if registered under the Securities Act or if an
         exemption from such registration is available; Sellers may not be able
         to avail themselves of the provisions of Rule 144 promulgated by the
         SEC under the Securities Act with respect to the transfer of such
         shares; (iii) the AmeriPath Stock may not be sold, transferred,
         pledged, or otherwise disposed of without the consent of AmeriPath and
         an opinion of counsel for or satisfactory to AmeriPath that
         registration under the Securities Act or any applicable state
         securities laws is not required; and (iv) AmeriPath neither has an
         obligation to register a sale of the AmeriPath Stock held by any Seller
         nor has it agreed to do so in the future.

                  (c) Each Seller is an "accredited investor", as such term is
         defined in Rule 501 of Regulation D promulgated under the Securities
         Act.

                  (d) Each Seller is a sophisticated investor familiar with the
         type of risks inherent in the acquisition of securities such as the
         shares of AmeriPath Stock and such Seller's financial position is such
         that such Seller can afford to retain his shares of AmeriPath Stock for
         an indefinite period of time without realizing any direct or indirect
         cash return on such Seller's investment.

                  (e) Each Seller is acquiring his shares of AmeriPath Stock for
         such Seller's own account and not with a view to, or for sale in
         connection with, the distribution thereof within the meaning of the
         Securities Act.


                                     - 24 -


<PAGE>   33



                  (f) Each Seller understands that the certificates evidencing
         his shares of AmeriPath Stock, when and if issued, will bear
         appropriate restrictive legends.

         2.26 ACCOUNTS RECEIVABLE; INVENTORIES. The accounts receivable of the
Companies reflected on SCHEDULE 2.26 attached hereto on the date hereof are good
and collectible in the ordinary course of business consistent with past
practices of the Companies regarding the collection of accounts receivable. Such
accounts receivable are valid, genuine and subsisting, arise out of bona fide
sales and deliveries of goods, performance of services or other business
transactions and are not subject to defenses, set-offs or counterclaims (except
those in the ordinary course of business consistent with past practices). The
inventories reflected on the balance sheets included in the Financial
Statements, and the inventories held by the Companies on the date hereof, (i) do
not include any items which are not usable or saleable in the ordinary course of
business of the Companies, and (ii) have been reflected on such balance sheets
at the lower of cost or market value (taking into account the usability or
salability thereof), in accordance with GAAP. All such inventories are owned
free and clear and are not subject to any Lien except to the extent reserved
against or reflected in the Financial Statements. Since December 31, 1996,
inventories of raw materials and supplies have been purchased by the Companies
in the ordinary course of business, consistent with anticipated seasonal
requirements, and the volumes of purchases thereof and orders therefor have not
been reduced or otherwise changed in anticipation of the transactions
contemplated by this Agreement. The Companies are not aware of any material
adverse conditions affecting the supply of materials available to the Companies,
and, to the best knowledge of the Companies, the consummation of the
transactions contemplated hereby will not adversely affect any such supply.

         2.27 BROKERAGE. Neither any Seller nor the Companies has employed any
broker, finder, advisor, consultant or other intermediary in connection with
this Agreement or the transactions contemplated by this Agreement who is or
might be entitled to any fee, commission or other compensation from any Seller
or the Companies, or from the Purchaser or its Affiliates, upon or as a result
of the execution of this Agreement or the consummation of the transactions
contemplated hereby.

         2.28 IMPROPER AND OTHER PAYMENTS. Neither the Companies nor the Sellers
nor, to the Companies' knowledge, any director, officer, employee, agent or
representative of the Companies nor any Person acting on behalf of any of them,
has (a) made, paid or received any unlawful bribes, kickbacks or other similar
payments to or from any Person or Authority, (b) made, directly or indirectly,
any contributions to a domestic or foreign political party or candidate, nor (c)
made any improper foreign payment (as defined in the Foreign Corrupt Practices
Act). The internal accounting controls of the Companies are believed by the
Companies' management to be adequate to detect any of the foregoing under
current circumstances.

         2.29 PARTICIPATION IN AUDITS. Except as set forth in SCHEDULE 2.29, the
Companies have not been informed of any Recoupment Claims (as hereinafter
defined) arising in connection with audits or reviews conducted by Medicaid,
Medicare or private insurance companies. To the best of the knowledge of the
Companies and the Sellers there is no basis for any Recoupment Claims

                                     - 25 -


<PAGE>   34



based upon cost reports, claims or bills submitted or to be submitted in
connection with services rendered by the Companies. For purposes of this SECTION
2.29 the term "RECOUPMENT CLAIM" shall mean any recoupment or overpayment,
set-off, penalty or fine pending or, to the knowledge of the Companies and the
Sellers, threatened by any third-party payor or governmental authority having
jurisdiction over the Companies for amounts arising from or related to payments
to the Companies for services rendered prior to the Closing.

         2.30 HEALTH CARE LAWS & REGULATIONS.

                  (a) FRAUD AND ABUSE. Except as set forth on SCHEDULE 2.30(A),
         to the best of each Seller's and the Companies' knowledge, the
         Companies and its officers, directors, employees, shareholders and
         providers, have not engaged in any activities which are prohibited
         under federal Medicaid statues, 42 U.S.C. Section 1320a-7a and 7b, or
         the regulations promulgated pursuant to such statutes or related state
         or local statutes or regulations or which are prohibited by rules of
         professional conduct or which otherwise could constitute fraud,
         including but not limited to the following: (i) making or causing to be
         made a false statement or representation of a material fact in any
         application for any benefit or payment; (ii) making or causing to be
         made any false statement or representation of a material fact for use
         in determining rights to any benefit or payment; (iii) failing to
         disclose knowledge by a claimant of the occurrence of any event
         affecting the initial or continued right to any benefit or payment on
         its behalf or on behalf of another, with intent to secure such benefit
         or payment fraudulently; and (iv) soliciting, paying or receiving any
         remuneration (including any kickback, bribe, or rebate), directly or
         indirectly, overtly or covertly, in cash or in kind or offering to pay
         such enumeration (a) in return for referring an individual to a Person
         for the furnishing or arranging for the furnishing of any item or
         service for which payment may be made in whole or in part by Medicare
         or Medicaid, or (b) in return for purchasing, leasing, or ordering or
         arranging for or recommending purchasing, leasing, or ordering any
         good, facility, service, or item for which payment may be made in whole
         or in part by Medicaid; subject, in the case of (iv) to the lack of
         clarity in the law relating to the marketing of Medicare risk products
         by brokers.

                  (b) THIRD-PARTY PAYORS. All Contracts with third-party payors
         were entered into by the Companies in the ordinary course of business.
         The Companies will have made available to the Purchaser, as of the
         Closing Date, an accurate and complete list of all third-party payors
         which have agreements with the Companies (as set forth on SCHEDULE
         2.30(B)), together with accurate and complete copies of all such
         Contracts. Except as set forth on SCHEDULE 2.30(B), the Companies are
         in compliance with each third-party payor's Contract, and the Companies
         have properly charged and billed in accordance with the terms of those
         Contracts, including, where applicable, billing and collection of all
         deductibles and co-payments.

                  (c) COMPLIANCE WITH MEDICARE AND MEDICAID PROGRAMS. The
         Companies have timely and accurately filed all requisite claims and
         other reports required to be filed in

                                     - 26 -


<PAGE>   35



         connection with all state and federal Medicare and Medicaid programs in
         which the Companies participate due on or before the Closing Date
         except to the extent that the failure to file such claims and reports
         would not result in a Material Adverse Effect on the Companies, either
         individually or as a whole. Except as set forth on SCHEDULE 2.30(C)
         hereto, there are no Claims pending or, to the Companies' knowledge,
         threatened or scheduled before any Authority, including without
         limitation, any intermediary, carrier, the Administrator of the Health
         Care Financing Administration, [the Indiana Department of Health and
         Rehabilitative Services], the Agency for Health Care Administration or
         any other state or federal agency with respect to any Medicare and
         Medicaid claim filed by the Companies on or before the Closing Date, or
         program compliance matters, which would have a Material Adverse Effect
         on the Companies, either individually or as a whole, or their assets,
         operations or utility thereof, or the consummation of the transactions
         contemplated hereby. The Companies have delivered to the Purchaser
         accurate and complete copies of any Claims, actions or appeals listed
         on SCHEDULE 2.30(C). Except for routinely scheduled reviews pursuant to
         the Companies' Medicare and Medicaid Contracts, no valid review or
         program integrity review related to the Companies has been conducted by
         any Authority in connection with the Medicare or Medicaid programs and
         no such review is scheduled, or to the Companies' knowledge, pending or
         threatened against or affecting the Companies, their business, assets,
         or the consummation of the transactions contemplated hereby.

                  (d) RATE LIMITATIONS AND RATES. Each facility currently
         operated by the Companies charges rates and accordingly bills for
         services which are legal and proper, and the Companies' standard and
         Medicare rates are set forth on SCHEDULE 2.30(D). Certain reimbursement
         rates established by third-party payors are subject to retrospective
         adjustment, which adjustments are set forth on said SCHEDULE 2.30(D).

                  (e) REIMBURSEMENT DOCUMENTATION. Each of the Companies has
         filed when due any and all cost reports and other documentation and
         reports, if any, required to be filed by third-party payors and
         governmental agencies in compliance with applicable contractual
         provisions and/or laws, regulations and rules.

                  (f) PATIENT REFERRALS. No Person having a "financial
         relationship" with the any of the Companies, as that term is defined in
         42 U.S.C. Section 1395nn, is in a position, directly or indirectly, to
         refer patients or services to the Companies, other than referrals which
         comply with (or are exempt from) the requirements of 42 U.S.C. Section
         1395nn and the regulations promulgated pursuant thereto.

         2.31 FINANCIAL CONDITION. At and as of Closing, the Companies shall
have, in the aggregate, net working capital (consisting of cash, cash
equivalents and accounts receivable (net of contractual and bad debt
allowances), less current liabilities, all calculated on an accrual basis in
accordance with GAAP, "NET WORKING CAPITAL") of not less than $1,000,000. The
Purchaser will notify the Sellers of the actual collections made during the
three month period following the Closing Date with respect to the accounts
receivable of the Companies on the Closing Date. In

                                     - 27 -


<PAGE>   36



the event that the Net Working Capital of the Companies, based on such actual
collections, is determined to be in excess of $1,000,000, such excess amount
will be paid to the Sellers in accordance with SECTION 1.1(C); in the event of a
deficiency in the Net Working Capital, calculated on the same basis, the Sellers
shall pay the amount of such deficiency to the Purchaser.

         2.32 DISCLOSURE. Neither this Agreement nor any of the exhibits,
attachments, written statements, documents, certificates or other items prepared
for or supplied to the Purchaser by or on behalf of the Sellers or the Companies
with respect to the transactions contemplated hereby contains any untrue
statement of a material fact or omits a material fact necessary to make each
statement contained herein or therein not misleading.


                                   ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

         The Purchaser represents and warrants to the Sellers as follows:

         3.1 CORPORATE ORGANIZATION, ETC. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation with full corporate power and authority to carry
on its business as it is now being conducted and to own, operate and lease its
properties and assets. The Purchaser is duly qualified or licensed to do
business in good standing in every jurisdiction in which the conduct of its
business, the ownership or lease of its properties, or the transactions
contemplated by this Agreement, require it to be so qualified or licensed and
the failure to be so qualified or licensed would have a material adverse effect
on its business.

         3.2 SUBSIDIARIES. Other than the wholly-owned subsidiaries of the
Purchaser listed in SCHEDULE 3.2 hereto, the Purchaser has no Subsidiaries.

         3.3 AUTHORIZATION, ETC. The Purchaser has full corporate power and
authority to enter into this Agreement and to carry out the transactions
contemplated hereby. The Board of Directors of the Purchaser has duly authorized
the execution, delivery and performance of this Agreement, the Contingent Notes
and the other agreements and transactions contemplated hereby, and no other
corporate proceedings on its part are necessary to authorize this Agreement and
the transactions contemplated hereby. Upon execution and delivery of this
Agreement by the parties hereto this Agreement shall, and upon issuance of the
Contingent Notes in accordance with the provisions hereof the Contingent Notes
shall, constitute legal, valid and binding obligations of the Purchaser,
enforceable against the Purchaser in accordance with their respective terms.

         3.4 NO VIOLATION. The execution, delivery and performance by the
Purchaser of this Agreement, and all other agreements contemplated hereby, and
the fulfillment of and compliance with the respective terms hereof and thereof
by the Purchaser, do not and will not (a) conflict with or result in a breach of
the terms, conditions or provisions of, (b) result in a violation of,

                                     - 28 -


<PAGE>   37



or (c) require any authorization, consent, approval, exemption or other action
by or notice to any Authority pursuant to, the certificate of incorporation or
by-laws of the Purchaser, or any Regulation to which the Purchaser is subject,
or any Contract or Order to which the Purchaser or its properties are subject.
The Purchaser will comply with all applicable Regulations and Orders in
connection with its execution, delivery and performance of this Agreement and
the transactions contemplated hereby.

         3.5 GOVERNMENTAL AUTHORITIES. The Purchaser has complied in all
material respects with all applicable Regulations in connection with its
execution, delivery and performance of this Agreement and the agreements and
transactions contemplated hereby. The Purchaser is not required to submit any
notice, report, or other filing with any governmental authority in connection
with its execution or delivery of this Agreement or the consummation of the
transactions contemplated hereby. No authorization, consent, approval, exemption
or notice is required to be obtained by the Purchaser in connection with the
execution, delivery, and performance of this Agreement and the agreements and
transactions contemplated hereby.

         3.6 ISSUANCE OF AMERIPATH STOCK. The AmeriPath Stock issued to the
Sellers, in accordance with the terms and subject to the conditions set forth in
this Agreement, shall, upon issuance and delivery, be duly authorized, validly
issued, fully paid and non-assessable.

         3.7 FINANCIAL STATEMENTS. To the best of Purchaser's knowledge, the
Purchaser Financial Statements (as defined below) fairly present its financial
position, business and operations, and are maintained in accordance with
reasonable business standards and do not fail to reflect any material activity,
charge, expense, income or other action or attribute of the Purchaser. True and
complete copies of the Purchaser's audited financial statements for the year
ended December 31, 1996, and unaudited financial statements for the six (6)
months ended June 30, 1997 (collectively, the "PURCHASER FINANCIAL STATEMENTS")
are attached hereto as EXHIBIT 3.7. Such financial statements have been prepared
in accordance with generally accepted accounting principles consistently applied
(except for purchase accounting adjustments that may be required by GAAP) and
accurately reflect the Purchaser's business, operations, financial results,
financial position, expenses, incomes, assets and liabilities and are complete
in all material respects as of their respective dates. There has been no
material adverse change to Purchaser's financial position since the financial
statements dated June 30, 1997.

         3.8 LITIGATION. There is no Claim (as defined in SECTION 12.3) pending
or, to the best knowledge of the Purchaser, threatened against the Purchaser
which, if adversely determined, would have a material adverse effect on
Purchaser. Nor is there any Order outstanding against the Purchaser having, or
which, insofar as can reasonably be foreseen, in the future may have, a material
adverse effect on Purchaser.


                                     - 29 -


<PAGE>   38



         3.9 DISCLOSURE. Neither this Agreement nor any of the exhibits,
attachments, written statements, documents, certificates or other items prepared
for or supplied to the Sellers by or on behalf of the Purchaser with respect to
the transactions contemplated hereby contains any untrue statement of a material
fact or omits a material fact necessary to make each statement contained herein
or therein not misleading.

         3.10 CONSENTS. There are no consents of governmental or other
regulatory agencies or authorities, foreign or domestic, required to be received
by or on the part of the Purchaser to enable the Purchaser to enter into and
carry out this Agreement in all material respects.

         3.11 SENIOR CREDIT FACILITY. The Purchaser is not currently in default,
and will not be in default upon the consummation of this Agreement, under the
terms of the Amended and Restated Credit Agreement, originally dated May 29,
1996 and amended and restated June 27, 1997, among the Purchaser, its
subsidiaries, BankBoston, N.A., as agent, and the lenders named therein.

                                   ARTICLE IV

                   COVENANTS OF THE SELLERS AND THE COMPANIES

         From the date hereof until the Closing, except as otherwise consented
to or approved by the Purchaser in writing, the Sellers and the Companies
covenant and agree that they shall act, and the Sellers shall cause the
Companies so to act or refrain from acting where required hereinafter, to comply
with the following:

         4.1 REGULAR COURSE OF BUSINESS. The Companies shall operate their
business diligently and in good faith and in the ordinary and usual course,
consistent with past management practices; shall maintain all of its respective
properties in good order and condition, shall maintain (except for expiration
due to lapse of time) all leases and Contracts in effect without change except
as expressly provided herein; shall comply with the provisions of all
Regulations and Orders applicable to the Companies and the conduct of their
respective business; shall not cancel, release, waive or compromise any debt,
Claim or right in its favor; shall not alter the rate or basis of compensation
of any of its officers, directors, employees or consultants; shall maintain
insurance and reinsurance coverage as in effect on the date hereof up to the
Closing Date; and shall preserve the business of the Companies intact, and use
its best efforts to keep available for the Companies and the Purchaser the
services of the officers and employees of the Companies, and to preserve the
good will of clients, patients, suppliers and others having business relations
with the Companies.

         4.2 AMENDMENTS TO ORGANIZATIONAL DOCUMENTS. Except as set forth below
and as contemplated by this Agreement, no change or amendment shall be made in
the organizational documents of the Companies, nor shall the Companies merge
with or into or consolidate with any other corporation or Person, acquire
substantially all of the assets of any Person or change the character of its
business. Prior to the Closing, the Sellers shall cause the articles of
incorporation

                                     - 30 -


<PAGE>   39



of each of the Companies to be amended to provide that the Companies shall be
business corporations, and not professional service corporations, to delete any
inconsistent references and to provide that the Companies may operate for any
lawful purpose which will allow Persons other than those licensed to practice
pathology in the State of Indiana to own shares of capital stock of such
companies. Immediately following the Closing, Purchaser may determine to merge
APS and Micro into Colab, each of the Companies being, at such time,
wholly-owned subsidiaries of AmeriPath, Inc., and to amend the articles of
incorporation of Colab to change the company's name to AmeriPath Indiana, Inc.
All of such amendments (together, the "COMPANY CHARTER AMENDMENTS") shall be in
form and substance satisfactory to AmeriPath.

         4.3 CAPITAL CHANGES; PLEDGES. Except as contemplated under this
Agreement, the Companies shall not issue or sell any shares of its capital stock
of any class or issue or sell any securities convertible into, or options,
warrants to purchase or rights to subscribe to, any shares of its capital stock
and the Companies shall not pledge or otherwise encumber any shares of its
capital stock.

         4.4 DIVIDENDS. The Companies shall not declare, pay or set aside for
payment any dividend or other distribution in respect of its capital stock, nor
shall the Companies, directly or indirectly, redeem, purchase or otherwise
acquire any shares of its capital stock.

         4.5 CAPITAL AND OTHER EXPENDITURES. The Companies shall not make any
capital expenditures, or commitments with respect thereto.

         4.6 CASH AND CASH EQUIVALENTS. Cash and cash equivalents shall be
preserved, and expended, solely in the ordinary and usual course of business. At
and as of the Closing, the Companies shall have, in the aggregate, cash, cash
equivalents and accounts receivable (net of contractual and bad debt allowances)
which satisfies the requirements of SECTION 2.31 hereof. No distributions of
cash or cash equivalents shall be made by the Companies to the Sellers
subsequent to the Closing.

         4.7 BORROWING. The Companies shall not incur, assume or guarantee any
indebtedness, obligations or liabilities not reflected on the Financial
Statements (or the balance sheets included therein) except in the ordinary
course of business or for purposes of consummation of the transactions
contemplated by this Agreement and in any case only after consultation with the
Purchaser.

         4.8 OTHER COMMITMENTS. Except as set forth in this Agreement, incurred
or transacted in the ordinary course of business, or permitted in writing by the
Purchaser, the Companies shall not enter into any transaction or make any
commitment or incur any obligation (including entering into any real property
leases).

         4.9 INTERIM FINANCIAL INFORMATION. To the extent prepared in the
ordinary course of business, the Companies shall supply the Purchaser with
unaudited financial statements (including, without limitation, balance sheets
and statements of revenues and expenses) and information for

                                     - 31 -


<PAGE>   40



each calendar month, promptly following the conclusion of such month, and as the
Companies may otherwise reasonably request.

         4.10 FULL ACCESS AND DISCLOSURE.

                  (a) The Companies shall afford to the Purchaser and its
         counsel, accountants and other authorized representatives reasonable
         access during business hours to the Companies' facilities, properties,
         books and records in order that the Purchaser may have full opportunity
         to make such reasonable investigations as it shall desire to make of
         the affairs of the Companies; and the Sellers shall cause the
         Companies' officers, employees and auditors to furnish such additional
         financial and operating data and other information as the Purchaser
         shall from time to time reasonably request including, without
         limitation, any internal control recommendations applicable to the
         Companies made by the Companies' independent auditors in connection
         with any examination of the Companies' Financial Statements and books
         and records.

                  (b) From time to time prior to the Closing Date, the Companies
         shall promptly supplement or amend information previously delivered to
         the Purchaser with respect to any matter hereafter arising which, if
         existing or occurring at the date of this Agreement, would have been
         required to be set forth herein or disclosed.

                  (c) In connection with any "due diligence" examination
         performed by the Purchaser with respect to the business of the
         Companies, the Sellers shall fully cooperate and the results of such
         "due diligence" examination shall be satisfactory to the Purchaser.

         4.11 CONFIDENTIALITY. Each Seller and the Companies shall, and shall
cause its principals, officers and other personnel and authorized
representatives to, hold in confidence, and not disclose to any other party
without the Purchaser's prior consent, all written and oral information
furnished or disclosed by or received from the Purchaser or its officers,
directors, employees, agents, counsel and auditors in connection with the
transactions contemplated hereby except as may be required by applicable law or
as otherwise contemplated herein.

         4.12 BREACH OF AGREEMENT. Neither any Seller nor the Companies shall
take any action which, if taken on or prior to the Closing Date, would
constitute a breach of this Agreement.

         4.13 FULFILLMENT OF CONDITIONS PRECEDENT. The Companies and the Sellers
shall use their best efforts to obtain at their expense, on or prior to the
Closing Date, all such waivers, Permits, consents, approvals or other
authorizations from third parties and Authorities, and to do all things as may
be necessary or desirable in connection with the transactions contemplated by
this Agreement in order to fully and expeditiously consummate the transactions
contemplated by this Agreement.


                                     - 32 -


<PAGE>   41



         4.14 BANKING ARRANGEMENTS. The Companies shall open bank accounts at
such banks as directed by AmeriPath, and shall transfer all funds to such
accounts, all in accordance with the terms and conditions of AmeriPath's credit
facility.

         4.15 TERMINATION OF ERISA PLANS. Prior to the Closing, the Companies
shall terminate the ERISA plans set forth on SCHEDULE 2.18 hereto. The Sellers
shall direct the termination of such plans, including any and all decisions with
respect to the transfer of the assets held in such plans and seeking any
necessary approvals from the Internal Revenue Service. AmeriPath shall have no
duties, responsibilities, rights or obligations with respect to such plans.

                                    ARTICLE V

                           COVENANTS OF THE PURCHASER

         The Purchaser hereby covenants and agrees with the Companies and the
Sellers that prior to the Closing or the termination of this Agreement:

         5.1 CONFIDENTIALITY. The Purchaser shall, and shall cause its
principals, officers and other personnel and authorized representatives to, hold
in confidence, and not disclose to any other party without the Sellers's prior
consent, all information received by it from the Sellers or the Companies'
officers, directors, employees, agents, counsel and auditors in connection with
the transactions contemplated hereby except as may be required by applicable law
or as otherwise contemplated herein.

         5.2 FULL ACCESS AND DISCLOSURE.

                  (a) The Purchaser shall afford to the Companies and each
         Seller, and their counsel, accountants and other authorized
         representatives reasonable access during business hours to the
         Purchaser's facilities, properties, books and records in order that the
         Sellers may have full opportunity to make such reasonable
         investigations as they shall desire to make of the affairs of the
         Purchaser; and the Purchaser shall cause its officers, employees and
         auditors to furnish such additional financial and operating data and
         other information as the Sellers shall from time to time reasonably
         request including, without limitation, any internal control
         recommendations applicable to the Purchaser made by the Purchaser's
         independent auditors in connection with any examination of the
         Purchaser's financial statements and books and records.

                  (b) From time to time prior to the Closing Date, the Purchaser
         shall promptly supplement or amend information previously delivered to
         the Companies and/or the Sellers with respect to any matter hereafter
         arising which, if existing or occurring at the date of this Agreement,
         would have been required to be set forth herein or disclosed.

                  (c) The Purchaser shall fully cooperate in connection with any
         "due diligence" examination performed by the Companies or the Sellers
         with respect to the business of

                                     - 33 -


<PAGE>   42



         the Purchaser. For purposes of this SECTION 5.2, "Purchaser" shall mean
         and include AmeriPath and its Subsidiaries.


                                   ARTICLE VI

                                OTHER AGREEMENTS

         The parties hereto further agree, on or before the Closing Date, as
follows:

         6.1 FURTHER ASSURANCES. Subject to the terms and conditions of this
Agreement, each of the parties hereto shall use its best efforts to take, or
cause to be taken, all action, and to do, or cause to be done, all things
necessary, proper or advisable under applicable Regulations to consummate and
make effective the transactions contemplated by this Agreement. In furtherance
and not in limitation of the preceding sentence, the parties hereto shall use
their best efforts to cause the Closing to take place on or before September 1,
1997. If at any time after the Closing Date the Purchaser shall consider or be
advised that any further deeds, assignments or assurances in law or in any other
things are necessary, desirable or proper to vest, perfect or confirm, of record
or otherwise, in the Purchaser (or the Companies, as appropriate), the title to
any property or rights of Sellers acquired or to be acquired by reason of, or as
a result of, the acquisition, the Sellers agree that the Sellers shall execute
and deliver all such proper deeds, assignments and assurances in law and do all
things necessary, desirable or proper to vest, perfect or confirm title to such
property or rights in the Companies and otherwise to carry out the purpose of
this Agreement.

         6.2 AGREEMENT TO DEFEND. In the event any action, suit, proceeding or
investigation of the nature specified in SECTIONS 7.2 or 8.2 is commenced,
whether before or after the Closing Date, all the parties hereto agree to
cooperate and use their best efforts to defend against and respond thereto.

         6.3 CONSENTS. Without limiting the generality of SECTION 6.1, each of
the parties hereto shall use their best efforts to obtain all permits,
authorizations, consents and approvals of all Persons and governmental
authorities necessary, proper or advisable in connection with the consummation
of the transactions contemplated by this Agreement prior to the Closing Date.

         6.4 NO SOLICITATION OR NEGOTIATION. Unless and until this Agreement is
terminated, neither the Sellers nor the Companies through its directors,
officers, employees, representatives, agents, advisors, accountants and
attorneys shall initiate, solicit or encourage, directly or indirectly, any
inquiries or the making of any proposal with respect to, or engage in
negotiations concerning, or provide any confidential information or data to any
Person with respect to, or have any discussions with any Persons relating to,
any acquisition, business combination or purchase of all or any significant
asset of, or any equity interest in, the Companies, or otherwise facilitate any
effort or attempt to do or seek any of the foregoing, and shall immediately
cease and cause to be terminated any existing activities, discussions or
negotiations with any parties conducted

                                     - 34 -


<PAGE>   43



heretofore with respect to any of the foregoing. Should the Companies or any
Seller be contacted with respect to any offer, inquiry or proposal, the
Companies and the Sellers shall immediately advise the Purchaser in writing of
the name, address and phone number of the contact and the nature of the inquiry.

         6.5 NO TERMINATION OF SELLERS' OBLIGATIONS BY SUBSEQUENT INCAPACITY,
ETC. Each Seller specifically agrees that the obligations of such Seller
hereunder, including, without limitation, obligations pursuant to ARTICLE XI and
SECTION 6.4 shall not be terminated by the death or incapacity of any Seller.

         6.6 EMPLOYMENT AGREEMENTS. The Companies and the Sellers shall,
immediately prior to the Closing, terminate any existing employment agreements
between the Companies and each Seller and the Sellers set forth on SCHEDULE 6.6
hereto shall each enter into an Employment Agreement with AmeriPath Indianapolis
in the form of EXHIBIT 6.6 attached hereto (the "EMPLOYMENT AGREEMENT").

         6.7 PUBLIC ANNOUNCEMENTS. Neither any Seller nor the Companies nor any
Affiliate, representative or shareholder of either of such Persons, shall
disclose any of the terms of this Agreement to any third party (other than the
Purchaser's advisors and senior lending group and the Sellers' advisors) without
the other party's prior written consent unless required by any applicable law.
The form, content and timing of any and all press releases, public announcements
or publicity statements (except for any disclosures under or pursuant to Federal
or State securities laws in connection with the registration of AmeriPath's
securities or otherwise) with respect to this Agreement or the transactions
contemplated hereby shall be subject to the prior approval of the Purchaser. No
press releases, public announcements or publicity statements shall be released
by either party without such prior mutual agreement.

         The parties hereto further agree, from and after the Closing Date, as
follows:

         6.8 DELIVERIES AFTER CLOSING. From time to time after the Closing, at
the Purchaser's request and without expense to the Companies and without further
consideration from the Purchaser or the Companies, the Sellers shall execute and
deliver such other instruments of conveyance and transfer and take such other
action as the Purchaser reasonably may require to convey, transfer to and vest
in the Purchaser, and to put the Purchaser in possession of, any rights or
property to be sold, conveyed, transferred or delivered hereunder.

         6.9 NON-COMPETITION COVENANT.

                  (a) As a material and valuable inducement for the Purchaser to
         enter into this Agreement, pay and deliver the Purchase Price
         consideration and consummate the transactions provided for herein,
         during the "RESTRICTED PERIOD" (as hereinafter defined), each Seller
         agrees, unless otherwise permitted by AmeriPath in writing, that he or
         she shall not, as a shareholder, principal, agent, consultant, manager,
         advisor, director, officer, control person, operator, or in any other
         capacity or manner whatsoever:

                                     - 35 -


<PAGE>   44




                           (i) directly or indirectly engage in the practice of
                  pathology, or engage in any business or perform any service,
                  directly or indirectly, in competition with the business of
                  the Companies, the Companies' successors and assigns, or have
                  any interest whatsoever in any enterprise that shall so engage
                  in such activities, which is located in, provides services in
                  or does any business whatsoever in, the area which is within
                  twenty-five (25) miles of any County in the State of Indiana
                  in which the Companies, or any Affiliate of the Companies, is
                  then doing business or providing services or has done business
                  or provided service within the preceding twelve (12) month
                  period (the "Restricted Territory"), or

                           (ii) from any facility or location, whether within or
                  without the Restricted Territory, knowingly (x) perform
                  pathology services for any patient, medical facility,
                  hospital, laboratory or health care provider located in the
                  Restricted Territory or (y) perform pathology services for any
                  patient, medical facility, hospital, laboratory or health care
                  provider who was or is a customer, client or patient of the
                  Companies, or any Affiliate of the Companies; except that it
                  shall not be a violation of this SECTION 6.9 for a Seller to
                  perform pathology services in the Restricted Territory during
                  the Restricted Period (i) as an employee of a local, federal
                  or state government or agency; (ii) in performing the
                  Employee's duties as a member of the United States military
                  services or the National Guard; or (iii) on a locum tenens
                  basis.

                  (b) As used in this Agreement, the term "RESTRICTED PERIOD"
         shall mean and include the longer of (x) a period of seven (7) years,
         from the Closing to the seventh (7th) anniversary of the Closing, and
         (y) during such time as the Seller is employed by an AmeriPath Entity
         and for a period of two (2) years following the effective date of any
         termination of such Seller's employment with any such AmeriPath Entity
         (regardless of the cause, reason or justification of any such
         termination.

                  (c) Each Seller further agrees that during the Restricted
         Period which follows any termination of the Restricted Party's
         employment with any AmeriPath Entity, the Seller will not knowingly,
         directly or indirectly, (a) solicit the employment of any employee,
         agent or consultant of any AmeriPath Entity who was such at any time
         during the twelve (12) months preceding the Seller's termination of
         employment with the AmeriPath Entity, or (b) induce any employee of an
         AmeriPath Entity to leave the employ of any such AmeriPath Entity,
         unless in each case the Seller obtains the prior written consent of
         AmeriPath.

                  (d) Each Seller covenants and agrees that the restrictions set
         forth in this SECTION 6.9 are fair, reasonable and necessary to protect
         the interests of AmeriPath and its Affiliates, such restrictions were
         negotiated and bargained for and the consideration delivered in
         connection with this Agreement reflects and assumes the each Seller's
         strict compliance with, and the enforceability by the Purchaser of,
         these restrictions.


                                     - 36 -


<PAGE>   45



                  (e) Each Seller acknowledges and agrees that the provisions of
         SECTION 6.9 and SECTION 6.10 are material and of the essence to this
         Agreement. In addition, if the scope of any restriction or covenant
         contained in either such Section should be or become too broad or
         extensive to permit enforcement thereof to its fullest extent, then
         such restriction or covenant shall be enforced to the maximum extent
         permitted by law, and the Seller hereby consents and agrees that (a) it
         is the parties intention and agreement that the covenants and
         restrictions contained herein be enforced as written, and (b) in the
         event a court of competent jurisdiction should determine that any
         restriction or covenant contained herein is too broad or extensive to
         permit enforcement thereof to its fullest extent, the scope of any such
         restriction or covenant may be modified accordingly in any judicial
         proceeding brought to enforce such restriction or covenant, but should
         be modified to permit enforcement of the restrictions and covenants
         contained herein to the maximum extent the court, in its judgment, will
         permit.

         6.10 NON-DISCLOSURE; CONFIDENTIALITY.

                  (a) CONFIDENTIAL INFORMATION. By virtue of each Seller's
         employment, association or involvement with an AmeriPath Entity, each
         Seller may obtain confidential or proprietary information developed, or
         to be developed, by an AmeriPath Entity. "Confidential Information"
         means all proprietary or business sensitive information, whether in
         oral, written, graphic, machine-readable or tangible form, and whether
         or not registered, and including all notes, plans, records, documents
         and other evidence thereof, including but not limited to all: patents,
         patent applications, copyrights, trademarks, trade names, service
         marks, service names, "know-how," patient lists, details of client or
         consulting contracts, pricing policies, operational methods, marketing
         plans or strategies, product development techniques or plans,
         procurement and sales activities, promotion and pricing techniques,
         credit and financial data concerning customers, business acquisition
         plans or any portion or phase of any scientific or technical
         information, discoveries, computer software or programs used or
         developed in whole or in part by any AmeriPath Entity (including source
         or object codes), processes, procedures, formulas or improvements of
         any AmeriPath Entity; algorithms; computer processing systems and
         techniques; price lists; customer lists; procedures; improvements,
         concepts and ideas; business plans and proposals; technical plans and
         proposals; research and development; budgets and projections; technical
         memoranda, research reports, designs and specifications; new product
         and service developments; comparative analyses of competitive products,
         services and operating procedures; and other information, data and
         documents now existing or later acquired by an AmeriPath Entity,
         regardless of whether any of such information, data or documents
         qualify as a "trade secret" under applicable Federal or State law.
         "Confidential Information" shall not include (a) any information which
         is in the public domain during the period of service by the Seller or
         becomes public thereafter, provided such information is not in the
         public domain as a consequence of disclosure by the Seller in violation
         of this Agreement, and (b) any information not considered confidential
         information by similar enterprises operating in the clinical or
         anatomical laboratory industry or otherwise in the ordinary course.

                                     - 37 -


<PAGE>   46




                  (b) NON-DISCLOSURE. Each Seller agrees that, except as
         directed by such Seller's AmeriPath Entity employer, as required or
         otherwise contemplated under this Agreement or such Seller's Employment
         Agreement or as otherwise required by law, he will not at any time
         (during the term of such Seller's employment by an AmeriPath Entity or
         at any time thereafter), except as may be expressly authorized by the
         AmeriPath Entity in writing or, if necessary, to such Seller's
         attorney, disclose to any Person or use any Confidential Information
         whatsoever for any purpose whatsoever, or permit any Person whatsoever
         to examine and/or make copies of any reports or any documents or
         software (whether in written form or stored on magnetic, optical or
         other mass storage media) prepared by him or that come into his
         possession or under his control by reason of his employment by an
         AmeriPath Entity or by reason of any consulting or software development
         services he has performed or may in the future perform for an AmeriPath
         Entity which contain or are derived from Confidential Information. Each
         Seller further agrees that while employed at an AmeriPath Entity, no
         Confidential Information shall be removed from the AmeriPath Entity's
         business premises, without the prior written consent of such AmeriPath
         Entity.

                  (c) AMERIPATH GROUP PROPERTY. As used in this Agreement, the
         term "AMERIPATH GROUP PROPERTY" means all documents, papers, computer
         printouts and disks, records, customer or patient lists, files,
         manuals, supplies, computer hardware and software, equipment, inventory
         and other materials that have been created, used or obtained by any
         AmeriPath Entity, or otherwise belonging to any AmeriPath Entity, as
         well as any other materials containing Confidential Information as
         defined above. Each Seller recognizes and agrees that:

                           (i) All the AmeriPath Group Property shall be and
                  remain the property of the AmeriPath Entity to which such
                  belongs;

                           (ii) Each Seller will preserve, use and hold the
                  AmeriPath Group Property only for the benefit of AmeriPath and
                  its Affiliates and to carry out the business of the AmeriPath
                  Entity, AmeriPath and its Affiliates; and

                           (iii) When any Seller's employment is terminated,
                  such Seller will immediately deliver and surrender to the
                  AmeriPath Entity all the AmeriPath Group Property, including
                  all copies, extracts or any other types of reproductions,
                  which such Seller has in his possession or control.

         6.11 RULE 144 BEST EFFORTS. Following such time, if any, that AmeriPath
is or may become, and solely while AmeriPath is, a public company with its
securities registered under the Securities Act, and listed or quoted for trading
by a national securities exchange or inter-dealer quotation system, AmeriPath
will use its best efforts to see that AmeriPath is in compliance with the
requirements of Rule 144 under the Securities Act applicable to the issuer of
securities, so as to facilitate non-registered sales of AmeriPath Stock by the
Sellers who then own AmeriPath Stock consistent with the requirements and
limitations of Rule 144. Nothing in this SECTION 6.11

                                     - 38 -


<PAGE>   47



shall be deemed as either (i) any representation or warranty that Ameripath will
become or remain a public company with securities registered under the
Securities Act, or (ii) any covenant or agreement by AmeriPath to register,
under federal or state securities laws or otherwise, any AmeriPath securities
issued to, or held by, the Sellers.

         6.12 338(H)(10) ELECTION. The parties hereto agree that (i) the
acquisition of the Company Shares that constitute shares of capital stock of APS
and Micro will be in accordance with Section 338 of the Code, (ii) a Statement
of Election (the "ELECTION") on Form 8023-A under Section 338(h)(10) of the Code
shall be made and filed with the appropriate authority and (iii) the Sellers
shall be solely responsible for paying any taxes which may result from the
Election and out of or as a consequence of the transactions contemplated hereby.
For purposes of allocation under Section 1060 of the Code for purposes of the
Election, valuations will be made in accordance with the applicable provisions
of the Code and Federal income tax regulations as determined by AmeriPath and
its independent appraisers, whose determinations shall be binding on all
parties; PROVIDED, HOWEVER, that the valuations will not be materially different
than the value of such Companies on an accrual basis. The Sellers shall
indemnify AmeriPath (and its Affiliates) and hold AmeriPath (and its Affiliates)
harmless from any loss, charge or expense resulting from the Election and the
payment of the taxes due in connection therewith and herewith.

         6.13 ASSIGNMENT OF CONTRACTS. The parties hereto agree to use their
best efforts to obtain the necessary or desirable consents in order to assign
each of the contracts listed on SCHEDULE 6.13 hereto to AmeriPath Indianapolis
prior to October 31, 1997.

         6.14 ACQUISITIONS. The parties acknowledge and agree that it is in
their mutual interest to expand AmeriPath's business in Indiana and surrounding
areas and, accordingly, the parties covenant and agree to cooperate in
connection with such expansion and, if appropriate, the review and consider
operational changes that may be necessary or desirable.

         6.15 PRESERVATION OF EXISTENCE. The Purchaser covenants and agrees that
it will, for so long as at least a majority of the Employment Agreements are in
effect, it will cause AmeriPath Indianapolis to remain in existence; PROVIDED,
HOWEVER, that Purchaser may cause a change in the ownership structure of the
Business or the existence of AmeriPath Indianapolis so long as (i) such change
is not inconsistent with Applicable Laws and (ii) the Employment Agreements then
in effect are assumed or guaranteed by an AmeriPath Affiliate in a manner not
inconsistent with Applicable Laws.



s                                    - 39 -


<PAGE>   48




                                   ARTICLE VII

                 CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER

         Each and every obligation of the Purchaser under this Agreement shall
be subject to the satisfaction, on or before the Closing Date, of each of the
following conditions, unless waived in writing by the Purchaser:

         7.1 REPRESENTATIONS AND WARRANTIES; COVENANTS AND AGREEMENTS. The
representations and warranties of the Sellers contained in ARTICLE II and
elsewhere in this Agreement and all information contained in any exhibit,
certificate, schedule or attachment hereto or in any writing delivered by, or on
behalf of, the Sellers or the Companies to the Purchaser, shall be true and
correct when made and shall be true and correct in all material respects on the
Closing Date as though then made, except as expressly provided herein. The
Sellers and the Companies shall have performed and complied with all agreements,
covenants and conditions and shall have made all deliveries required by this
Agreement to be performed, delivered and complied with by them prior to the
Closing Date. Each of the Sellers and the president of the Companies shall have
executed and delivered to the Purchaser a certificate, dated the Closing Date,
certifying to the foregoing.

         7.2 NO INJUNCTION. No preliminary or permanent injunction or other
Order, decree or ruling issued by any Authority, or any Regulation promulgated
or enacted by any Authority shall be in effect, which would prevent the
consummation of the transactions contemplated hereby.

         7.3 THIRD PARTY CONSENTS. Except as set forth on SCHEDULE 7.3 hereto,
the Purchaser, the Sellers and the Companies shall have obtained all consents,
approvals, waivers or other authorizations with respect to the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby, such that the contracts and leases listed in
SCHEDULE 7.3 hereto shall remain in effect (without default, acceleration,
termination, assignment, right of termination or assignment, payment, increase
in rates or compensation payable, penalty, interest or other adverse effect)
from and after the Closing Date as such contracts and leases operated and were
in effect before the Closing Date.

         7.4 REGULATORY APPROVALS. The Federal and State regulatory agencies or
authorities listed in SCHEDULE 7.4 hereto shall have approved the applications
listed in such Schedule with respect to the change of control represented by the
transactions contemplated by this Agreement, and such approval shall not impose
financial obligations on the Purchaser that are objectionable to it.

         7.5 NO MATERIAL ADVERSE CHANGE. There shall have been no Material
Adverse Change since the date of this Agreement. The Purchaser shall have
received a certificate (which shall be addressed to the Purchaser), dated the
Closing Date, of the president and chief financial officer of the Companies,
certifying to the foregoing.

                                     - 40 -


<PAGE>   49




         7.6 OPINION OF SELLER'S COUNSEL. The Purchaser shall have received an
opinion of counsel to the Sellers and the Companies (which will be addressed to
the Purchaser), dated the Closing Date, in the form of EXHIBIT 7.6 hereto.

         7.7 EMPLOYMENT AGREEMENTS. The Sellers shall have terminated their
existing employment agreements with the Companies and shall have executed and
delivered to the Purchaser Employment Agreements in the form of EXHIBIT 6.6
attached hereto.

         7.8 DELIVERY OF COMPANY SHARE CERTIFICATES. All of the Sellers shall
have executed and delivered this Agreement, or a counterpart hereof, and
together shall have delivered at the Closing stock certificates representing all
of the Company Shares, duly endorsed for transfer to the Purchaser, together
with stock powers duly executed in blank.

         7.9 SUBORDINATION AGREEMENT. At the Closing, each of the Sellers shall
have executed and delivered the Subordination Agreement, in the form attached
hereto as EXHIBIT 7.9.

         7.10 SHAREHOLDERS' AGREEMENT. At the Closing, each Seller shall have
executed and delivered a counterpart signature page to that certain
Shareholders' Agreement, dated as of February 29, 1996, by and among AmeriPath
and each of the stockholders of AmeriPath (the "SHAREHOLDERS' AGREEMENT"),
pursuant to which each Seller agrees to be bound by all of the provisions of the
Shareholders' Agreement, in accordance with their terms, to the same extent as
if he had been an original signatory thereto.

         7.11 CREDITOR CONSENTS. The creditors set forth on SCHEDULE 7.11 hereto
shall have agreed in writing with the Companies as to the amounts owed in order
for such creditors to have been paid in full and to release all Liens in favor
of such creditors. The Companies shall have obtained from the creditors set
forth on SCHEDULE 7.11 and shall provide to the Purchaser at Closing, such UCC
termination statements, releases of mortgages and other releases of Liens as
shall be required by the Purchaser and its lenders.

         7.12 COMPANY CHARTER AMENDMENTS. The Companies shall have taken all
appropriate and required board of director and shareholder action to approve,
and shall have filed with the Secretary of State of the State of Indiana in form
acceptable for filing, the Company Charter Amendments.

         7.13 TRUST AGREEMENT; MANAGEMENT AGREEMENT. Jeffrey A. Mossler, M.D.
(the "TRUSTEE") shall have executed and delivered a Trust Agreement,
substantially in the form attached hereto as EXHIBIT 7.13(A), pursuant to which
AmeriPath shall be the beneficiary of the Trust and Trustee shall be the trustee
(the "TRUST AGREEMENT"). AmeriPath Indianapolis and AmeriPath Indiana shall have
executed and delivered a Management Agreement, substantially in the form
attached hereto as EXHIBIT 7.13(B), pursuant to which AmeriPath Indiana shall
provide certain management services to AmeriPath Indianapolis and AmeriPath
Indianapolis shall provide certain physician services to AmeriPath Indiana (the
"MANAGEMENT AGREEMENT").


                                     - 41 -


<PAGE>   50




                                  ARTICLE VIII

                  CONDITIONS TO THE OBLIGATIONS OF THE SELLERS

         Each and every obligation of the Sellers under this Agreement shall be
subject to the satisfaction, on or before the Closing Date, of each of the
following conditions unless waived in writing by the Sellers:

         8.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE. The representations
and warranties of the Purchaser contained in ARTICLE III and elsewhere in this
Agreement and all information contained in any exhibit, schedule or attachment
hereto, the Purchaser, to the Sellers, shall be true and correct in all material
respects when made and shall be true and correct in all material respects on the
Closing Date as though then made, except as expressly provided herein. The
Purchaser shall have performed and complied in all material respects with all
agreements, covenants and conditions required by this Agreement to be performed
and complied with by them prior to the Closing Date. The Chief Financial Officer
of the Purchaser shall have delivered to the Sellers a certificate, dated the
Closing Date, certifying to the foregoing.

         8.2 NO INJUNCTION. No preliminary or permanent injunction or other
Order, decree or ruling issued by any Authority, or any Regulation promulgated
or enacted by any Authority shall be in effect, which would prevent the
consummation of the transactions contemplated hereby.

         8.3 PURCHASE CONSIDERATION. Each Seller shall have received the
consideration (in the form of cash, AmeriPath Stock and Contingent Notes)
required to be delivered at Closing and to which such Seller is entitled
pursuant to SECTION 1.1 hereof.

         8.4 EMPLOYMENT AGREEMENTS. AmeriPath Indianapolis shall have executed
and delivered to each of the Sellers an Employment Agreement between AmeriPath
Indianapolis and such Seller in the form of EXHIBIT 6.6 attached hereto.

         8.5 TRUST AGREEMENT; MANAGEMENT AGREEMENT. AmeriPath shall have
executed and delivered the Trust Agreement. AmeriPath Indianapolis and AmeriPath
Indiana shall have executed and delivered the Management Agreement.

         8.6 OPINION OF PURCHASER'S COUNSEL. The Sellers shall have received an
opinion of counsel to the Purchaser (which will be addressed to the Sellers),
dated the Closing Date, in the form of EXHIBIT 8.6 hereto.


                                     - 42 -


<PAGE>   51



                                   ARTICLE IX

                                     CLOSING

         9.1 CLOSING. Unless this Agreement shall have been terminated or
abandoned pursuant to the provisions of ARTICLE X hereof, a closing of the
transactions contemplated by this Agreement (the "CLOSING") shall be held on
August 29, 1997, or on such other date which is mutually agreed upon in writing
following the satisfaction or waiver of the conditions to closing set forth in
ARTICLE VII and ARTICLE VIII hereof (the "CLOSING DATE"). The Effective Date of
the Closing shall be deemed to be September 1, 1997 (the "EFFECTIVE DATE").

         9.2 CLOSING DELIVERIES. At the Closing,

                  (a) the Sellers and the Companies shall deliver or cause to be
         delivered to the Purchaser:

                           (i) a certificate or certificates or assignment
                  evidencing all of the Company Shares, duly endorsed for
                  transfer with all necessary transfer stamps affixed;

                           (ii) copies of all consents and approvals required by
                  SECTIONS 7.3, 7.4 and 7.12 (including UCC termination
                  statements, releases of mortgages or other releases of Liens);

                           (iii) the Opinion of Counsel required by SECTION 7.6;

                           (iv) the Officers' Certificates required by SECTIONS
                  7.1 and 7.5;

                           (v) the Employment Agreements required by SECTION
                  7.7;

                           (vi) the Subordination Agreement required by SECTION
                  7.9;

                           (vii) the counterpart signature pages to the
                  Shareholders' Agreement required by SECTION 7.10;

                           (viii) the Trust Agreement and Management Agreement
                  required by SECTION 7.13;

                           (ix) a certificate, signed by the secretaries of the
                  Companies, as to the organizational documents of the
                  Companies, the resolutions adopted by the board of directors
                  and shareholders of the Companies in connection with this
                  Agreement, the incumbency of certain officers of the Companies
                  and the jurisdictions in which the Companies are qualified to
                  conduct business, in form acceptable to the Purchaser;


                                     - 43 -


<PAGE>   52




                           (x) certificates issued by the appropriate
                  governmental authorities evidencing the good standing, with
                  respect to both the conduct of business and the payment of all
                  franchise taxes, of the Companies as of a date not more than
                  10 days prior to the Closing Date, as a corporation organized
                  under the laws of the State of Indiana and as a foreign
                  corporation authorized to do business under the laws of the
                  various jurisdictions where it is so qualified.

                           (xi) such other certified resolutions, documents and
                  certificates as are required to be delivered by any Seller or
                  the Companies pursuant to the provisions of this Agreement.

                  (b) The Purchaser shall deliver to the Sellers:

                           (i) the consideration (in the form of cash, AmeriPath
                  Stock and Contingent Notes) required to be paid or delivered
                  to each such Seller at Closing in accordance with SECTION 1.1;

                           (ii) the Officers' Certificate required by SECTION
                  8.1;

                           (iii) the Employment Agreements required by SECTION
                  8.4;

                           (iv) the Opinion of Counsel required by SECTION 8.6;
                  and

                           (v) such other certified resolutions, documents and
                  certificates as are required to be delivered by the Purchaser
                  pursuant to the provisions of this Agreement.


                                    ARTICLE X

                           TERMINATION AND ABANDONMENT

         10.1 METHODS OF TERMINATION. This Agreement may be terminated and the
transactions herein contemplated may be abandoned at any time:

                  (a) by mutual consent of the Purchaser, the Sellers and the
         Companies;

                  (b) by the Purchaser or both of the Sellers and the Companies
         if this Agreement is not consummated on or before September 1, 1997;
         PROVIDED, HOWEVER, that if any party has breached or defaulted with
         respect to its respective obligations under this Agreement on or before
         such date, such party may not terminate this Agreement pursuant to this
         SECTION 10.1(B), and each other party to this Agreement shall at its
         option enforce its rights against such breaching or defaulting party
         and seek any remedies against such party, in either case as provided
         hereunder and by applicable law; or

                                     - 44 -


<PAGE>   53




                  (c) by the Purchaser if as of the Closing Date (including any
         extensions) any of the conditions specified in ARTICLE VI hereof shall
         not have been satisfied or if the Companies or any of the Sellers is
         otherwise in default under this Agreement.

         10.2 PROCEDURE UPON TERMINATION. In the event of termination and
abandonment pursuant to SECTION 10.1 hereof, and subject to the proviso
contained in SECTION 10.1(B), this Agreement shall terminate and shall be
abandoned, without further action by any of the parties hereto. If this
Agreement is terminated as provided herein:

                  (a) each party shall redeliver all documents and other
         material of any other party relating to the transactions contemplated
         hereby, whether obtained before or after the execution hereof, to the
         party furnishing the same;

                  (b) all information received by any party hereto with respect
         to the business of any other party or the Companies (other than
         information which is a matter of public knowledge or which has
         heretofore been or is hereafter published in any publication for public
         distribution or filed as public information with any governmental
         authority) shall not at any time be used for the advantage of, or
         disclosed to third parties by, such party to the detriment of the party
         furnishing such information; and

                  (c) no party hereto shall have any further liability or
         obligation to any other party under or in connection with this
         Agreement; PROVIDED, HOWEVER, the non-breaching or non-defaulting party
         shall not be foreclosed from bringing a Claim or cause of action or
         otherwise recovering from the breaching or defaulting party.


                                   ARTICLE XI

                       SURVIVAL OF TERMS; INDEMNIFICATION

         11.1 SURVIVAL. All of the terms and conditions of this Agreement,
together with the representations, warranties and covenants contained herein or
in any instrument or document delivered or to be delivered pursuant to this
Agreement, shall survive the execution of this Agreement and the Closing
notwithstanding any investigation heretofore or hereafter made by or on behalf
of any party hereto; provided, however, that (a) the agreements and covenants
set forth in this Agreement shall survive and continue until all obligations set
forth therein shall have been performed and satisfied; and (b) all
representations and warranties shall survive and continue until:

                           (1) with respect to the representations and
                  warranties in SECTIONS 2.16 (tax matters), 2.18 (ERISA
                  matters), 2.20 (environmental matters) and 2.30 (health care
                  regulatory matters), until sixty (60) days following the
                  expiration of the applicable statute of limitations;


                                     - 45 -


<PAGE>   54



                           (2) with respect to the representations and
                  warranties in SECTIONS 2.3 (capitalization), 2.4 (title to the
                  Company Shares) and 2.6 (options and rights on capital stock),
                  these representations shall survive and continue forever and
                  without limitation; and

                           (3) with respect to all other representations and
                  warranties, the date upon which AmeriPath receives from its
                  outside auditors the audited financial statements for
                  AmeriPath's fiscal year ending December 31, 2000 (the "2000
                  AUDIT DATE"), except for representations, warranties and
                  indemnities for which an indemnification Claim shall be
                  pending as of the 2000 Audit Date, in which event such
                  indemnities shall survive with respect to such Claim until the
                  final disposition thereof.

         11.2 INDEMNIFICATION BY THE SELLERS. Subject to this ARTICLE XI, the
Purchaser and its officers, directors, employees, shareholders, representatives
and agents shall be indemnified and held harmless by the Sellers, jointly and
severally, at all times after the date of this Agreement, against and in respect
of any and all damage, loss, deficiency, liability, obligation, commitment, cost
or expense (including the fees and expenses of counsel) resulting from, or in
respect of, any of the following:

                  (a) Any misrepresentation, breach of warranty, or
         non-fulfillment of any obligation on the part of any Seller or the
         Companies under this Agreement, any document relating thereto or
         contained in any schedule or exhibit to this Agreement or from any
         misrepresentation in or omission from any certificate, schedule, other
         agreement or instrument by any Seller or the Companies hereunder;

                  (b) Any and all liabilities of the Companies of any nature
         whether accrued, absolute, contingent or otherwise, and whether known
         or unknown, existing at the Closing Date to the extent not reflected
         and reserved against in the balance sheet for the six months ended June
         30, 1997 included in the Financial Statements or not otherwise
         adequately disclosed in this Agreement or the schedules or exhibits
         thereto, including, without limitation:

                           (i) All Tax liabilities of the Companies, together
                  with any interest or penalties thereon or related thereto,
                  through the Closing Date and any Tax liability of the
                  Companies arising in connection with the transactions
                  contemplated hereby. Any Taxes, penalties or interest
                  attributable to the operations of the Companies payable as a
                  result of an audit of any tax return shall be deemed to have
                  accrued in the period to which such Taxes, penalties or
                  interest are attributable;

                           (ii) All environmental liabilities relating to any of
                  the Companies' properties, including federal, state and local
                  environmental liability, together with any interest or
                  penalties thereon or related thereto, through the Closing
                  Date, but excluding any amount for which there is an adequate
                  accrual and reserve on the

                                     - 46 -


<PAGE>   55



                  balance sheet for the six months ended June 30, 1997 included
                  in the Financial Statements;

                           (iii) All claims by Medicare, Medicaid, or any other
                  third party payor relating to reimbursement for services
                  provided by the Companies prior to the Closing Date
                  ("REIMBURSEMENT CLAIMS"). Indemnification by Seller for
                  Reimbursement Claims shall include all costs incurred by
                  Purchaser for such claims, including, but not limited to,
                  applicable investigative and audit expenses, attorneys fees,
                  reimbursement costs, and any fines and penalties levied
                  against the Companies; and

                  (c) All demands, assessments, judgments, costs and reasonable
         legal and other expenses arising from, or in connection with any Claim
         incident to any of the foregoing.

                  (d) All other Claims of the Purchaser shall be resolved in
         accordance with SECTION 11.4.

         11.3 INDEMNIFICATION BY THE PURCHASER. Subject to this ARTICLE XI, the
Sellers and their heirs, assigns, representatives and agents shall be
indemnified and held harmless by the Purchaser, at all times after the date of
this Agreement, against and in respect of any and all damage, loss, deficiency,
liability, obligation, commitment, cost or expense (including the fees and
expenses of counsel) resulting from, or in respect of, any misrepresentation,
breach of warranty, or non-fulfillment of any obligation on the part of the
Purchaser under this Agreement, any document relating thereto or contained in
any schedule or exhibit to this Agreement or from any misrepresentation in or
omission from any certificate, schedule, other agreement or instrument by the
Purchaser hereunder.

         11.4 THIRD-PARTY CLAIMS. Except as otherwise provided in this
Agreement, the following procedures shall be applicable with respect to
indemnification for third-party Claims. Promptly after receipt by the party
seeking indemnification hereunder (hereinafter referred to as the "INDEMNITEE")
of notice of the commencement of any (a) Tax audit or proceeding for the
assessment of Tax by any taxing authority or any other proceeding likely to
result in the imposition of a Tax liability or obligation or (b) any action or
the assertion of any Claim, liability or obligation by a third party (whether by
legal process or otherwise), against which Claim, liability or obligation the
other party to this Agreement (hereinafter the "INDEMNITOR") is, or may be,
required under this Agreement to indemnify such indemnitee, the indemnitee will,
if a Claim thereon is to be, or may be, made against the indemnitor, notify the
indemnitor in writing of the commencement or assertion thereof and give the
indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor
shall have the right to participate in the defense of such action with counsel
of reputable standing. The indemnitor shall have the right to assume the defense
of such action unless such action (i) may result in injunctions or other
equitable remedies in respect of the indemnitee or its business; (ii) may result
in liabilities which, taken with other then existing Claims under this ARTICLE
XI, would not be fully indemnified hereunder; or (iii) may have an adverse
impact on the business or financial condition of the indemnitee after the
Closing

                                     - 47 -


<PAGE>   56



Date (including an effect on the Tax liabilities, earnings or ongoing business
relationships of the indemnitee). The indemnitor and the indemnitee shall
cooperate in the defense of such Claims. In the case that the indemnitor shall
assume or participate in the defense of such audit, assessment or other
proceeding as provided herein, the indemnitee shall make available to the
indemnitor all relevant records and take such other action and sign such
documents as are necessary to defend such audit, assessment or other proceeding
in a timely manner. If the indemnitee shall be required by judgment or a
settlement agreement to pay any amount in respect of any obligation or liability
against which the indemnitor has agreed to indemnify the indemnitee under this
Agreement, the indemnitor shall promptly reimburse the indemnitee in an amount
equal to the amount of such payment plus all reasonable expenses (including
legal fees and expenses) incurred by such indemnitee in connection with such
obligation or liability subject to this ARTICLE XI.

         Prior to paying or settling any Claim against which an indemnitor is,
or may be, obligated under this Agreement to indemnify an indemnitee, the
indemnitee must first supply the indemnitor with a copy of a final court
judgment or decree holding the indemnitee liable on such claim or failing such
judgment or decree, and must first receive the written approval of the terms and
conditions of such settlement from the indemnitor. An indemnitor shall have the
right to settle any Claim against it, subject to the prior written approval of
the indemnitee, which approval shall not be unreasonably withheld.

         An indemnitee shall have the right to employ its own counsel in any
case, but the fees and expenses of such counsel shall be at the expense of the
indemnitee unless (a) the employment of such counsel shall have been authorized
in writing by the indemnitor in connection with the defense of such action or
Claim, (b) the indemnitor shall not have employed, or is prohibited under this
SECTION 11.4 from employing, counsel in the defense of such action or Claim, or
(c) such indemnitee shall have reasonably concluded that there may be defenses
available to it which are contrary to, or inconsistent with, those available to
the indemnitor, in any of which events such fees and expenses of not more than
one additional counsel for the indemnified parties shall be borne by the
indemnitor.

         11.5 DEDUCTIBLE; MAXIMUM LIABILITY. Notwithstanding the foregoing
provisions of this ARTICLE XI, except as set forth in this SECTION 11.5, no
indemnification pursuant to this ARTICLE XI shall be required of an indemnifying
party hereunder unless and until the aggregate amount due the indemnified party
for all Claims under this ARTICLE XI shall exceed $100,000 (the "DEDUCTIBLE").
In the event that such threshold amount is exceeded with respect to a claim by
Purchaser against the Companies, then the threshold shall be deemed to also be
met with respect to each Seller. The maximum liability under this Agreement for
each Seller with respect to such Seller's personal obligations shall be equal to
the cash portion of the Purchase Price received by such Seller pursuant to
SECTION 1.1(B)(I). Notwithstanding the foregoing, no Claim (regardless of
amount) that arises out of a breach of any of the representations or warranties
contained in SECTIONS 2.3 (capitalization), 2.5 (title to the Shares), 2.6
(options and rights on capital stock), 2.16 (tax matters), 2.30 (healthcare laws
and regulations) or 2.31 (selected financial amounts as of Closing) shall be
subject to the Deductible or any limitation with respect to the maximum
indemnification provided hereunder.

                                     - 48 -


<PAGE>   57





                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

         12.1 AMENDMENT AND MODIFICATION. Subject to applicable law, this
Agreement may be amended, modified and supplemented only by a written agreement
signed by the Companies, the Purchaser and the Sellers.

         12.2 ENTIRE AGREEMENT. This Agreement, including the schedules and
exhibits hereto and the documents, annexes, attachments, certificates and
instruments referred to herein and therein, embodies the entire agreement and
understanding of the parties hereto in respect of the agreements and
transactions contemplated by this Agreement and supersedes all prior agreements,
representations, warranties, promises, covenants, arrangements, communications
and understandings, oral or written, express or implied, between the parties
with respect to such transactions. There are no agreements, representations,
warranties, promises, covenants, arrangements or understandings between the
parties with respect to such transactions, other than those expressly set forth
or referred to herein.

         12.3 CERTAIN DEFINITIONS.

                  "AFFILIATE" means, with regard to any Person, (a) any Person,
         directly or indirectly, controlled by, under common control of, or
         controlling such Person, (b) any Person, directly or indirectly, in
         which such Person holds, of record or beneficially, five percent or
         more of the equity or voting securities, (c) any Person that holds, of
         record or beneficially, five percent or more of the equity or voting
         securities of such Person, (d) any Person that, through Contract,
         relationship or otherwise, exerts a substantial influence on the
         management of such Person's affairs, (e) any Person that, through
         Contract, relationship or otherwise, is influenced substantially in the
         management of their affairs by such Person, or (f) any director,
         officer, partner or individual holding a similar position in respect of
         such Person.

                  "AUTHORITY" means any governmental, regulatory or
         administrative body, agency, arbitrator or authority, any court or
         judicial authority, any public, private or industry regulatory agency,
         arbitrator authority, whether international, national, federal, state
         or local.

                  "CLAIM" means any action, claim, obligation, liability,
         expense, lawsuit, demand, suit, inquiry, hearing, investigation, notice
         of a violation, litigation, proceeding, arbitration, or other dispute,
         whether civil, criminal, administrative or otherwise, whether pursuant
         to contractual obligations or otherwise.

                  "CONTRACT" means any agreement, contract, commitment,
         instrument or other binding arrangement or understanding, whether
         written or oral.

                                     - 49 -


<PAGE>   58




                  "ENVIRONMENTAL LAW" means any Regulation, Order, settlement
         agreement or governmental requirement, which relates to or otherwise
         imposes liability or standards of conduct concerning mining or
         reclamation of mined land, discharges, emissions, releases or
         threatened releases of noises, odors or any pollutants, contaminants or
         hazardous or toxic wastes, substances or materials, whether as matter
         or energy, into ambient air, water, or land, or otherwise relating to
         the manufacture, processing, generation, distribution, use, treatment,
         storage, disposal, cleanup, transport or handling of pollutants,
         contaminants, or hazardous wastes, substances or materials, including
         (but not limited to) the Comprehensive Environmental Response,
         Compensation and Liability Act of 1980, the Superfund Amendments and
         Reauthorization Act of 1986, as amended, the Resource Conservation and
         Recovery Act of 1976, as amended, the Toxic Substances Control Act of
         1976, as amended, the Federal Water Pollution Control Act Amendments of
         1972, the Clean Water Act of 1977, as amended, any so-called
         "Superlien" law, and any other similar Federal, state or local
         statutes.

                  "ENVIRONMENTAL PERMIT" shall mean Permits, certificates,
         approvals, licenses and other authorizations relating to or required by
         Environmental Law and necessary or desirable for the Corporation's
         business.

                  "GAAP" means generally accepted accounting principles, applied
         on a consistent basis.

                  "HEALTH CARE LAWS" means any Federal, state, or local
         Regulation or Order, of any Authority, which relates to or otherwise
         imposes liability or standards of conduct concerning the licensure,
         certification, qualification, or operation of a health maintenance
         organization, pharmacy, home health agency or other aspect of a
         Corporation's business subject to such Health Care Laws, including but
         not limited to laws governing home health agencies; The Health
         Maintenance Organization Act; [the Indiana Pharmacy Act; the Indiana
         Drug and Cosmetic Act; the Indiana Comprehensive Drug Abuse Prevention
         and Control Act]; the Patient Self-Referral Act; the Employee Health
         Care Access Act; 21 U.S.C. ss.301-392, the Federal Food Drug and
         Cosmetic Act; 21 U.S.C. ss.821 et seq., the Federal Drug Abuse Act;
         Section 1128B of the Social Security Act; The Clinical Laboratory
         Improvement Amendments of 1988; 42 U.S.C. ss.1320a-7b, 42 C.F.R. Part
         1001, 42 CFR Chapter IV, Subchapter C; Sections 1876 or 1903 of the
         Social Security Act; 45 CFR, Part 74; 45 CFR, Part 92; 42 CFR 455.109
         Section 306 of the Clean Air Act; 42 U.S.C. ss.1857(h) et seq., Section
         508 of the Clean Water Act; 33 U.S.C. ss.1368 et seq., Executive Order
         11738 and Environmental Protection Agency regulations; 40 CFR Part 15,
         Title VI of the Civil Rights Act of 1964; 42 U.S.C. ss.2000 d et seq.,
         Section 504 of the Rehabilitation Act of 1933; 29 U.S.C. ss.7940; Title
         IX of the Education Amendments of 1972, 20 U.S.C. ss.1681 et seq., the
         Age Discrimination Act of 1975; 42 U.S.C. ss.6101 et seq., Section 654
         of OBRA '81; 42 U.S.C. ss.9849 and the Americans with Disabilities Act
         of 1990; P.L. 101-336, OBRAs 1986 through 1993, as amended, and any
         other similar Federal, state or local Regulations.


                                     - 50 -


<PAGE>   59



                  "LIEN" means any security interest, lien, mortgage, pledge,
         hypothecation, encumbrance, Claim, easement, restriction or interest of
         another Person of any kind or nature.

                  "MATERIAL ADVERSE CHANGE" means any development or change
         which has, had or would have a Material Adverse Effect.

                  "MATERIAL ADVERSE EFFECT" means any circumstances, state of
         facts or matters which has, or might reasonably be expected to have, a
         material adverse effect in respect of the Companies' business,
         operations, properties, assets, condition (financial or otherwise),
         results, plans, strategies or prospects.

                  "ORDER" means any decree, judgment, award, order, injunction,
         rule, consent of or by an Authority.

                  "PERSON" means any corporation, partnership, joint venture,
         company, syndicate, organization, association, trust, entity, Authority
         or natural person.

                  "PROPRIETARY RIGHTS" means any patent, patent application,
         copyright, trademark, trade name, service mark, service name, trade
         secret, know-how, confidential information or other intellectual
         property or proprietary rights.

                  "REGULATION" means any law, statute, rule, regulation,
         ordinance, requirement, announcement or other binding action of or by
         an Authority.

                  "SUBSIDIARY" means any Person which the Purchaser or the
         Companies, as the case may be, owns, directly or indirectly, 50% or
         more of the outstanding stock or other equity interests.

         12.4 NOTICES. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand or mailed, first class certified mail
with postage paid or by overnight receipted courier service:

                  (a)      If to the Sellers or the Companies, to:

                           Community Hospital
                           1500 North Ritter
                           Indianapolis, IN 46219

                           Attn:  Jeffrey A. Mossler, M.D.


                                     - 51 -


<PAGE>   60



                           with a copy to:

                           Alan J. Dansker, Esq.
                           Bingham, Summers, Welsh & Spillman
                           2700 Market Tower
                           10 West Market Street
                           Indianapolis, IN 46204-2982

                           or to such other person or address as the Sellers or
         the Companies shall furnish by notice to the Purchaser in writing.

                  (b) If to the Purchaser to:

                           AmeriPath, Inc.
                           7289 Garden Road, Suite 200
                           Riviera Beach, Florida  33404
                           Attn:  James C. New, President

                           with a copy to:

                           Greenberg Traurig Hoffman
                              Lipoff Rosen & Quentel, P.A.
                           515 E. Las Olas Boulevard, Suite 1500
                           Fort Lauderdale, Florida  33301
                           Attn:  Daniel H. Aronson, Esq.

                           or to such other person or address as the Purchaser
         shall furnish by notice to Seller in writing.

         12.5 WAIVER OF COMPLIANCE; CONSENTS. Any failure of any party hereto to
comply with any obligation, covenant, agreement or condition herein may be
waived in writing by the other parties hereto, but such waiver or failure to
insist upon strict compliance with such obligation, covenant, agreement or
condition shall not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure. Whenever this Agreement requires or permits consent
by or on behalf of any party hereto, such consent shall be given in writing.

         12.6 ASSIGNMENT. This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned by any of
the parties hereto without the prior written consent of the other parties,
except that the Purchaser may assign its rights, interests and obligations
hereunder to any wholly-owned Subsidiary, and may grant Liens or security
interests in respect of its rights and interests hereunder, without the prior
approval of the Sellers.


                                     - 52 -


<PAGE>   61



         12.7 GOVERNING LAW. The Agreement shall be governed by the internal
laws of the State of Florida as to all matters, including but not limited to
matters of validity, construction, effect and performance.

         12.8 CONSENT TO JURISDICTION; SERVICE OF PROCESS. The Companies and
each of the Sellers hereby irrevocably submit to the jurisdiction of the state
or federal courts located in Broward County, Florida in connection with any
suit, action or other proceeding arising out of or relating to this Agreement
and the transactions contemplated hereby, and hereby agree not to assert, by way
of motion, as a defense, or otherwise in any such suit, action or proceeding
that the suit, action or proceeding is brought in an inconvenient forum, that
the venue of the suit, action or proceeding is improper or that this Agreement
or the subject matter hereof may not be enforced by such courts.

         12.9 INJUNCTIVE RELIEF. The parties hereto agree that in the event of a
breach of any provision of this Agreement, the aggrieved party or parties may be
without an adequate remedy at law. The parties therefore agree that in the event
of a breach of any provision of this Agreement, the aggrieved party or parties
may elect to institute and prosecute proceedings in any court of competent
jurisdiction to enforce specific performance or to enjoin the continuing breach
of such provision, as well as to obtain damages for breach of this Agreement. By
seeking or obtaining any such relief, the aggrieved party shall not be precluded
from seeking or obtaining any other relief to which it may be entitled.

         12.10 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         12.11 HEADINGS. The article, section and subsection headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement (or any provision hereof).

         12.12 BINDING EFFECT. This Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the signatories to this
Agreement and each of their respective successors and permitted assigns.

         12.13 DELAYS OR OMISSIONS. No delay or omission to exercise any right,
power or remedy accruing to any party hereto, upon any breach or default of any
other party under this Agreement, shall impair any such right, power or remedy
of such party nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any party hereto of any breach or default under this Agreement, or
any waiver on the part of any party of any provisions or conditions of this
Agreement must be made in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement or by law or otherwise afforded to any party, shall be cumulative and
not alternative.


                                     - 53 -


<PAGE>   62



         12.14 SEVERABILITY. Unless otherwise provided herein, if any provision
of this Agreement shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

         12.15 EXPENSES. All fees, costs and expenses (including, without
limitation, legal, auditing and accounting fees, costs and expenses) incurred in
connection with considering, pursuing, negotiating, documenting or consummating
this Agreement and the transactions contemplated hereby shall be borne and paid
solely by the party incurring such fees, costs and expenses. Without limiting
the generality of the foregoing, the Sellers will bear the costs of audits of
the financial statements of the Companies; PROVIDED, HOWEVER, that the Sellers
shall not be responsible for any costs in excess of $3,000, which excess shall
be borne by the Purchaser.

         12.16 ATTORNEYS' FEES. If any party to this Agreement seeks to enforce
the terms and provisions of this Agreement, then the prevailing party in such
action shall be entitled to recover from the losing party all costs in
connection with such action, including without limitation reasonable attorneys'
fees, expenses and costs incurred with respect to trials, appeals and
collection.


                                     - 54 -


<PAGE>   63




         IN WITNESS WHEREOF, the parties hereto have made and entered into this
Agreement the date first hereinabove set forth.

                               PURCHASER:


                               AMERIPATH, INC.


                               By: /s/ James C. New
                                   --------------------------------------
                                   Name:  James C. New
                                   Title: President and Chief Executive Officer


                               SELLERS:


                               /s/ ANDREW C. CHESTER
                               --------------------------------- 
                               ANDREW C. CHESTER, M.D.


                               /s/ TERENCE J. CUDAHY
                               --------------------------------- 
                               TERENCE J. CUDAHY, M.D.


                               /s/ THOMAS W. DRAPER
                               --------------------------------- 
                               THOMAS W. DRAPER, M.D.


                               /s/ J. MICHAEL IRONS
                               --------------------------------- 
                               J. MICHAEL IRONS, M.D.


                               /s/ MARTIAL R. KNIESER
                               --------------------------------- 
                               MARTIAL R. KNIESER, M.D.


                               /s/ MARVIN E. MELTON
                               --------------------------------- 
                               MARVIN E. MELTON, M.D.


                               /s/ JEFFREY A. MOSSLER
                               --------------------------------- 
                               JEFFREY A. MOSSLER, M.D.



                                     - 55 -


<PAGE>   64




                                        /s/ SCOTT M. PARKER
                                       --------------------------------- 
                                       SCOTT M. PARKER, M.D.


                                        /s/ ROBERT J. PENNY
                                       --------------------------------- 
                                       ROBERT J. PENNY, M.D., PH.D.


                                        /s/ DAVID L. POWERS
                                       --------------------------------- 
                                       DAVID L. POWERS, M.D.


                                        /s/ LLOYD S. ROTHOUSE
                                       --------------------------------- 
                                       LLOYD S. ROTHOUSE, M.D.


                                        /s/ ALAN J. STRANSKY
                                       --------------------------------- 
                                       ALAN J. STRANSKY, M.D.


                                        /s/ RAPHAEL L. WARKEL
                                       --------------------------------- 
                                       RAPHAEL L. WARKEL, M.D.


                                        /s/ LISA M. WIERSEMA
                                       --------------------------------- 
                                       LISA M. WIERSEMA, M.D.



                                     - 56 -


<PAGE>   65



                                       COMPANIES:


                                       COLAB INCORPORATED PROFESSIONAL
                                       CORPORATION


                                       By: /s/ Jeffrey A. Mossler, M.D.
                                          --------------------------------------
                                          Name:  Jeffrey A. Mossler, M.D.
                                          Title: President


                                       ANATOMICAL PATHOLOGY SERVICES, P.C.


                                       By: /s/ Jeffrey A. Mossler, M.D.
                                          --------------------------------------
                                          Name:  Jeffrey A. Mossler, M.D.
                                          Title: President


                                       MICRODIAGNOSTICS, P.C.


                                       By:  /s/ Jeffrey A. Mossler, M.D.
                                          --------------------------------------
                                          Name:  Jeffrey A. Mossler, M.D.
                                          Title: President




                                     - 57 -




