<SUBMISSION>
<ACCESSION-NUMBER>0000950170-00-001963
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20001208
<EFFECTIVENESS-DATE>20001208
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AMERIPATH INC
<CIK>0001027532
<ASSIGNED-SIC>8071
<IRS-NUMBER>650642485
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-51500
<FILM-NUMBER>785798
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>7289 GARDEN RD
<STREET2>SUITE 200
<CITY>RIVER BEACH
<STATE>FL
<ZIP>33404
<PHONE>5618451850
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>7289 GARDEN RD
<STREET2>SUITE 200
<CITY>RIVER BEACH
<STATE>FL
<ZIP>33404
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>



    As filed with the Securities and Exchange Commission on December 8, 2000
                                                        Registration No.

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            ------------------------

                                 AMERIPATH, INC.
        ----------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

             Delaware                                      65-0642485
-----------------------------------              -------------------------------
 (State or other jurisdiction of                         (IRS Employer
  incorporation or organization)                     Identification Number)

                           7289 Garden Road, Suite 200
                          Riviera Beach, Florida 33404
       -----------------------------------------------------------------
                    (Address of Principal Executive Offices)

                           SECOND AMENDED AND RESTATED
                                 AMERIPATH, INC.
                          1997 LONG-TERM INCENTIVE PLAN

                              AMENDED AND RESTATED
                     AMERIPATH, INC. 1998 STOCK OPTION PLAN
        -----------------------------------------------------------------
                            (Full title of the Plans)

                                  James C. New
                      Chairman and Chief Executive Officer
                                 AmeriPath, Inc.
                           7289 Garden Road, Suite 200
                          Riviera Beach, Florida 33404

        ----------------------------------------------------------------
                     (Name and address of agent for service)

                                 (561) 845-1850
        ----------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                              Brian J. Walsh, Esq.
                             Greenberg Traurig, P.A.
                     515 East Las Olas Boulevard, Suite 1500
                         Fort Lauderdale, Florida 33301
                                 (954) 768-8289

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Title of securities     Amount to be        Proposed maximum           Proposed maximum aggregate        Amount of
  to be registered       registered     offering price per share(1)        offering price(2)          Registration fee
----------------------------------------------------------------------------------------------------------------------
<S>                       <C>                    <C>                          <C>                          <C>
Common Stock,             170,000                $16.47                       $2,799,900                   $739.17
  $.01 par value           shares
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Estimated solely for the purpose of calculating the registration fee
         and computed in accordance with Rule 457(h).

(2)      Pursuant to Rule 457(h), the proposed maximum aggregate offering price
         and the registration fee have been computed based upon the average of
         the high and low sales prices of the Common Stock on December 4, 2000
         ($16.47) as reported by the NASDAQ Stock Market.

================================================================================
                                  Page 1 of 5
<PAGE>

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 1.  Incorporation of Documents by Reference

         The Registrant hereby incorporates by reference into this Registration
Statement the following documents:

                  (i)      the Registrant's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1999;

                  (ii)     All other reports filed by the Registrant pursuant to
                           Section 13(a) or 15(d) of the Securities Exchange Act
                           of 1934, as amended (the "Exchange Act") since the
                           date of the Prospectus; and

                  (iii)    the descriptions of the Registrant's Common Stock and
                           related matters set forth (a) under the captions
                           "Description of Capital Stock" and "Dividend Policy"
                           or elsewhere in the Registrant's Registration
                           Statement on Form S-1 (No. 333-34265) filed under the
                           Securities Act of 1933, effective October 21, 1997,
                           including any amendments to such descriptions in such
                           Registration Statement, and (b) in the Registrant's
                           Current Report on Form 8-K (including the exhibits
                           thereto) filed on April 16, 1999, with respect to the
                           Registrant's Preferred Share Purchase Rights Plan.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.

Item 2.  Description of Securities

         Not applicable.

Item 3.  Interests of Named Experts and Counsel

         Not applicable.

Item 4.  Indemnification of Directors and Officers

         The Registrant has authority under Section 145 of the Delaware General
Corporation Law to indemnify its directors and officers to the extent provided
for in such statute. The Registrant's Certificate of Incorporation provides that
the Registrant shall indemnify its officers and directors to the fullest
permitted by law.

         The Registrant's Certificate of Incorporation contains certain
provisions permitted under the Delaware General Corporation Law relating to the
liability of directors. These provisions eliminate a director's liability for
monetary damages for a breach of fiduciary duty, except in certain circumstances
involving certain wrongful acts, such as the breach of a director's duty of
loyalty or acts or omissions which involve intentional misconduct or a knowing
violation of law.

         At present, there is no pending litigation or other proceeding
involving a director or officer of the Registrant as to which indemnification is
being sought, nor is the Registrant aware of any threatened litigation that may
result in claims for indemnification by any officer or director.

Item 5.  Exemption from Registration Claimed

         Not applicable.

Item 6.  Exhibits

         See "Exhibit Index" on page II-4 below.

                                   Page 2 of 5


<PAGE>

Item 7.  Undertakings

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this Registration
                  Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement; and

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 that is incorporated by
         reference in the registration statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions, or otherwise, the Registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the Registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         Registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the Registrant will,
         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Act and will be governed by the final
         adjudication of such issue.

                                   Page 3 of 5

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Riviera Beach, State of Florida, on December 6, 2000.

                                      AMERIPATH, INC.

                                      By:   /s/ James C. New
                                            ------------------------------------
                                            James C. New
                                            Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James C. New and Robert P. Wynn
his true and lawful attorneys-in-fact, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this Registration Statement, and any additional
registration statements filed under the Securities Act of 1933 relating hereto,
and to file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact or their substitutes, each acting
alone, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 6, 2000.

<TABLE>
<CAPTION>
                           SIGNATURE                                            TITLE
                           ---------                                            -----
          <S>                                                  <C>
          /s/ James C. New                                     Chairman, Chief Executive Officer and
          --------------------------------------               Director (principal executive officer)
          James C. New

          /s/ Brian C. Carr                                    President
          --------------------------------------
          Brian C. Carr


          /s/ Alan Levin, M.D.                                 Chief Operating Officer and Director
          --------------------------------------
          Alan Levin, M.D.


          /s/ Robert P. Wynn                                   Executive Vice President and Chief
          --------------------------------------               Financial Officer (principal financial
          Robert P. Wynn                                       officer and principal accounting officer)

          /s/ Thomas S. Roberts                                Director
          --------------------------------------
          Thomas S. Roberts


          /s/ Timothy M. Kilpatrick, M.D.                      Director
          --------------------------------------
          Timothy M. Kilpatrick, M.D.


          /s/ C. Arnold Renschler, M.D.                        Director
          --------------------------------------
          C. Arnold Renschler, M.D.


          /s/ E. Roe Stamps, IV                                Director
          --------------------------------------
          E. Roe Stamps, IV
</TABLE>

                                  Page 4 of 5
<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
           EXHIBIT NUMBER                                     DESCRIPTION

                 <S>                    <C>
                 5.1                    Opinion of Greenberg Traurig, P.A., and consent of
                                        counsel

                10.1                    Second Amended And Restated
                                        AmeriPath, Inc. 1997 Long-Term Incentive Plan

                10.2                    Amended And Restated
                                        AmeriPath, Inc. 1998 Stock Option Plan

                23.1                    Consent of Deloitte & Touche LLP

                23.2                    Consent of Greenberg Traurig,  P.A. is contained in its
                                        opinion included as Exhibit 5.1 hereto

                24.1                    Power of Attorney is included in the Signature Section
                                        of this Registration Statement
</TABLE>

                                   Page 4 of 5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>


                                   EXHIBIT 5.1

                                                              December 6, 2000


AmeriPath, Inc.
7289 Garden Road, Suite 200
Riviera Beach, Florida 33404

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         On the date hereof, AmeriPath, Inc., a Delaware corporation (the
"Company"), has filed with the Securities and Exchange Commission a Registration
Statement on Form S-8 (the "Registration Statement"), under the Securities Act
of 1933, as amended (the "Act"). The Registration Statement relates to the
offering and sale by the Company of up to 170,000 shares of the Company's Common
Stock, par value $.01 per share (the "Common Stock"), pursuant to stock options
("Options") granted or to be granted under (i) the Company's Second Amended and
Restated AmeriPath, Inc. 1997 Long-Term Incentive Plan, and (ii) the Company's
Amended and Restated AmeriPath, Inc. 1998 Stock Option Plan (the "Plans"). We
have acted as special counsel to the Company in connection with the preparation
and filing of the Registration Statement.

         In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Plans, (ii) the Certificate
of Incorporation and Bylaws of the Company; (ii) records of corporate
proceedings of the Company authorizing the Plans and the preparation of the
Registration Statement and related matters; (iii) the Registration Statement and
exhibits thereto; and (iv) such other documents and instruments as we have
deemed necessary for the expression of the opinions herein contained. In making
the foregoing examinations, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the Company, without
independently checking or verifying the accuracy of such documents, records and
instruments.

         Based upon the foregoing examination, we are of the opinion that the
Company presently has available at least 170,000 authorized and unissued shares
of Common Stock from which the 170,000 shares of Common Stock proposed to be
sold pursuant to the exercise of Options granted under the Plans may be issued,
and, assuming that the Company maintains an adequate number of authorized and
unissued shares of Common Stock available for issuance to those persons who
exercise Options granted under the Plans and that the consideration for shares
of Common Stock issued pursuant to such Options is actually received by the
Company as provided in the Plans, the shares of Common Stock issued pursuant to
the exercise of Options granted under and in accordance with the terms of the
Plans will be duly and validly issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.

                                                  Sincerely,



                                                  GREENBERG TRAURIG, P.A.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>


                                  EXHIBIT 10.1


                           SECOND AMENDED AND RESTATED
                                 AMERIPATH, INC.
                          1997 LONG-TERM INCENTIVE PLAN

                                    ARTICLE 1
                                     PURPOSE

         1.1 GENERAL. The purpose of the AMERIPATH, INC. 1997 LONG-TERM
INCENTIVE PLAN, as amended and restated (the "Plan") is to promote the success,
and enhance the value, of AMERIPATH, INC., a Delaware corporation (the
"Corporation"), and its subsidiaries, by linking the personal interests of their
employees, officers, consultants, advisors and directors to those of the
Corporation's stockholders and by providing such persons with an incentive for
outstanding performance. The term "advisors" includes personnel of medical
practices that have entered into and remain subject to management agreements
with the Corporation or any subsidiary, and the provision of services by such
personnel to those practices shall be considered performance of services with
respect to the Corporation for purposes of the Plan. The Plan is further
intended to provide flexibility to the Corporation in its ability to motivate,
attract, and retain the services of employees, officers, advisors and directors
upon whose judgment, interest, and special effort the successful conduct of the
Corporation's operation is largely dependent. Accordingly, the Plan permits the
grant of incentive awards from time to time to selected employees, officers,
advisors and directors; provided, however, that non-employee directors,
consultants and advisors of the Corporation will not be eligible to receive
Awards under the Plan until such time, if any, upon which the Corporation's
common stock shall be traded on a national securities exchange or on the NASDAQ
National Market, unless such Awards are permitted without jeopardizing the
"employee benefit plan exemption" under applicable state "blue sky" securities
laws.

                                    ARTICLE 2
                                 EFFECTIVE DATE

         2.1 EFFECTIVE DATE. The Plan first became effective upon approval of
the same by the Board of Directors of Pathology Consultants of America, Inc.
d/b/a Inform DX, a Tennessee corporation ("Inform DX") on September 16, 1997
(the "Effective Date"), and was also approved by the stockholders of Inform DX
on September 16, 1997. The Plan was subsequently amended on December 19, 1997
and on February 16, 1998, and then amended and restated on September 18, 1998.
Pursuant to that certain Agreement and Plan of Merger, dated as of November 7,
2000 (the "Merger Agreement"), by and among the Corporation, AMP Merger Corp., a
wholly owned subsidiary of the Corporation, and Inform DX, the Corporation
assumed the Plan, together with all of the stock options outstanding under the
Plan. In accordance with this assumption, the Board of the Corporation adopted
this amended and restated Plan effective as of November 30, 2000 (the "Amended
Plan"). No Incentive Stock Options granted under the Amended Plan may be
exercised prior to the approval of the Amended Plan by the stockholders and if
the stockholders fail to approve the Amended Plan within 12 months of the
Board's approval of the Amended Plan, any Incentive Stock Options previously
granted hereunder shall be automatically converted to Non-Qualified Stock
Options without any further act. In the discretion of the Committee, Awards may
be made to Covered Employees which are intended to constitute qualified
performance-based compensation under Code Section 162(m). Any such Awards shall
be contingent upon the stockholders having approved the Amended Plan.

                                    ARTICLE 3
                                   DEFINITIONS

         3.1 DEFINITIONS. When a word or phrase appears in this Plan with the
initial letter capitalized, and the word or phrase does not commence a sentence,
the word or phrase shall generally be given the meaning ascribed

<PAGE>

to it in this Section or in Section 1.1 unless a clearly different meaning is
required by the context. The following words and phrases shall have the
following meanings:

         "Award" means any Option, Stock Appreciation Right, Restricted Stock
Award, Performance Share Award, Dividend Equivalent Award, or Other Stock-Based
Award, or any other right or interest relating to Stock or cash, granted to a
Participant under the Plan.

         "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award.

         "Board" means the Board of Directors of the Corporation.

         "Change in Control" means and includes each of the following:

                  (1) The acquisition by any individual, entity or group
         (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a
         "Person") of beneficial ownership (within the meaning of Rule 13d-3
         promulgated under the 1934 Act) of 40% or more of the combined voting
         power of the then outstanding voting securities of the Company entitled
         to vote generally in the election of directors (the "Outstanding
         Company Voting Securities"); provided, however, that for purposes of
         this subsection (1), the following acquisitions shall not constitute a
         Change of Control: (i) any acquisition by a Person who is on the
         Effective Date the beneficial owner of 25% or more of the Outstanding
         Company Voting Securities, (ii) any acquisition directly from the
         Company, (iii) any acquisition by the Company, (iv) any acquisition by
         any employee benefit plan (or related trust) sponsored or maintained by
         the Company or any corporation controlled by the Company, or (v) any
         acquisition by any corporation pursuant to a transaction which complies
         with clauses (i), (ii) and (iii) of subsection (3) of this definition;
         or

                  (2) Individuals who, as of the Effective Date, constitute the
         Board (the "Incumbent Board") cease for any reason to constitute at
         least a majority of the Board; provided, however, that any individual
         becoming a director subsequent to the Effective Date whose election, or
         nomination for election by the Company's shareholders, was approved by
         a vote of at least a majority of the directors then comprising the
         Incumbent Board shall be considered as though such individual were a
         member of the Incumbent Board, but excluding, for this purpose, any
         such individual whose initial assumption of office occurs as a result
         of an actual or threatened election contest with respect to the
         election or removal of directors or other actual or threatened
         solicitation of proxies or consents by or on behalf of a Person other
         than the Board; or

                  (3) Consummation of a reorganization, merger or consolidation
         or sale or other disposition of all or substantially all of the assets
         of the Company (a "Business Combination"), in each case, unless,
         following such Business Combination, (i) all or substantially all of
         the individuals and entities who were the beneficial owners of the
         Outstanding Company Voting Securities immediately prior to such
         Business Combination beneficially own, directly or indirectly, more
         than 50% of the combined voting power of the then outstanding voting
         securities entitled to vote generally in the election of directors of
         the corporation resulting from such Business Combination (including,
         without limitation, a corporation which as a result of such transaction
         owns the Company or all or substantially all of the Company's assets
         either directly or through one or more subsidiaries) in substantially
         the same proportions as their ownership of Outstanding Company Voting
         Securities immediately prior to such Business Combination, and (ii) no
         Person (excluding any corporation resulting from such Business
         Combination on any employee benefit plan (or related trust) of the
         Company or such corporation resulting from such Business Combination)
         beneficially owns, directly or indirectly, 25% or more of the combined
         voting power of the then outstanding voting securities of such
         corporation except to the extent that such ownership existed prior to
         the Business Combination, arid (iii) at least a majority of the members
         of the board of directors of the corporation resulting from such
         Business Combination were members of the Incumbent Board at the time of
         the execution of the initial agreement, or of the action of the Board,
         providing for such Business Combination.
<PAGE>

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Committee" means the committee of the Board described in Article 4 or
the Board if the Board is administering the Plan.

         "Corporation" means AMERIPATH, INC., a Delaware corporation, and its
successors or assigns.

         "Covered Employee" means a covered employee as defined in Code Section
l62(m)(3), provided that no employee shall be a Covered Employee until the
deduction limitation of Code Section 162(m) are applicable to the Corporation
and any reliance period under Code Section 162(m) has expired, as described in
Section 16.14 hereof.

         "Disability" shall mean any illness or other physical or mental
condition of a Participant that renders the Participant incapable of performing
his customary and usual duties for the Corporation, or any medically
determinable illness or other physical or mental condition resulting from a
bodily injury, disease or mental disorder which, in the judgment of the
Committee, is permanent and continuous in nature. The Committee may require such
medical or other evidence as it deems necessary to judge the nature and
permanency of the Participant's condition.

         "Dividend Equivalent" means a right granted to a Participant under
Article 11.

         "Effective Date" has the meaning assigned such term in Section 2.1.

         "Fair Market Value", on any date, means (i) if the Stock is listed on a
securities exchange or is traded over the NASDAQ National Market, the closing
sales price on such exchange or over such system on such date or, in the absence
of reported sales on such date, the closing sales price on the immediately
preceding date on which sales were reported, or (ii) if the Stock is not listed
on a securities exchange or traded over the NASDAQ National Market, the mean
between the bid and offered prices as quoted by NASDAQ for such date, provided
that if it is determined that the fair market value is not properly reflected by
such NASDAQ quotations or if the Stock is not traded in a manner that results in
such quotations, Fair Market Value will be determined by such other method as
the Committee determines in good faith to be reasonable.

         "Incentive Stock Option" means an Option that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.

         "Non-Qualified Stock Option" means an Option that is not an Incentive
Stock Option.

         "Option" means a right granted to a Participant under Article 7 of the
Plan to purchase Stock at a specified price during specified time periods. An
Option may be either an Incentive Stock Option or a Non-Qualified Stock Option.

         "Other Stock-Based Award" means a right, granted to a Participant under
Article 12, that relates to or is valued by reference to Stock or other Awards
relating to Stock.

         "Parent" means a corporation which owns or beneficially owns a majority
of the outstanding voting stock or voting power of the Corporation. For
incentive Stock Options, the term shall have the same meaning as set forth in
Code Section 424(e).

         "Participant" means a person who, as an employee, officer or director
of the Corporation or any Parent or Subsidiary, has been granted an Award under
the Plan.

         "Performance Share" means a right granted to a Participant under
Article 9, to receive cash, Stock, or other Awards, the payment of which is
contingent upon achieving certain performance goals established by the
Committee.

         "Plan" means the AMERIPATH, INC. 1997 Long-Term Incentive Plan, as
amended from time to time.

<PAGE>

         "Restricted Stock Award" means Stock granted to a Participant under
Article 10 that is subject to certain restrictions and to risk of forfeiture.

         "Retirement" means a Participant's termination of employment with the
Corporation, Parent or Subsidiary after attaining any normal or early retirement
age specified in any pension, profit sharing or other retirement program
sponsored by the Corporation, or, in the event of the inapplicability thereof
with respect to the person in question, as determined by the Committee in its
reasonable judgment.

         "Stock" means the $.01 par value common stock of the Corporation and
such other securities of the Corporation as may be substituted for Stock
pursuant to Article 14.

         "Stock Appreciation Right" or "SAR" means a right granted to a
Participant under Article 8 to receive a payment equal to the difference between
the Fair Market Value of a share of Stock as of the date of exercise of the SAR
over the grant price of the SAR, all as determined pursuant to Article 8.

         "Subsidiary" means any corporation, limited liability company,
partnership or other entity of which a majority of the outstanding voting stock
or voting power is beneficially owned directly or indirectly by the Corporation.
For Incentive Stock Options, the term shall have the meaning set forth in Code
Section 424(f).

         "1934 Act" means the Securities Exchange Act of 1934, as amended from
time to time.

                                    ARTICLE 4
                                 ADMINISTRATION

         4.1 COMMITTEE. The Plan shall be administered by the Board or a duly
authorized committee thereof appointed by the Board; provided, however, that
from and after such time, if any, as any class of the Corporation's common
equity securities is registered under Section 12 of the 1934 Act or the
Corporation otherwise meets the definition of a "publicly held corporation"
under Treasury Regulation 1.162-27(c) or any successor provision, the Plan shall
be administered by a committee of the Board consisting of two or more members of
the Board who are (i) "outside directors" as that term is used in Section 162(m)
of the Code and the regulations promulgated thereunder, to the extent that
Section 162(m) is applicable to the Corporation as described in Section I 6.14
hereof and (ii) "non-employee directors" as such term is defined in Rule 16b-3
promulgated under Section 16 of the 1934 Act or any successor provision. During
any time that the Board is acting as administrator of the Plan, it shall have
all the powers of the Committee hereunder, and any reference herein to the
Committee (other than in this Section 4.1) shall include the Board.

         4.2 ACTION BY THE COMMITTEE. For purposes of administering the Plan,
the following rules of procedure shall govern the Committee. A majority of the
Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Corporation or
any Parent or Subsidiary, the Corporation's independent certified public
accountants, or any executive compensation consultant or other professional
retained by the Corporation to assist in the administration of the Plan.

         4.3 AUTHORITY OF COMMITTEE. The Committee has the exclusive power,
authority and discretion to:

                           (a) Designate Participants;

                           (b) Determine the type or types of Awards to be
                  granted to each Participant;

                           (c) Determine the number of Awards to be granted and
                  the number of shares of Stock to which an Award will relate;

<PAGE>

                           (d) Determine the terms and conditions of any Award
                  granted under the Plan, including but not limited to, the
                  exercise price, grant price, or purchase price, any
                  restrictions or limitations on the Award, any schedule for
                  lapse of forfeiture restrictions or restrictions on the
                  exercisability of an Award, and accelerations or waivers
                  thereof, based in each case on such considerations as the
                  Committee in its sole discretion determines;

                           (e) Accelerate the vesting or lapse of restrictions
                  of any outstanding Award, based in each case on such
                  considerations as the Committee in its sole discretion
                  determines;

                           (f) Determine whether, to what extent, and under what
                  circumstances an Award may be settled in, or the exercise
                  price of an Award may be paid in, cash, Stock, other Awards,
                  or other property, or an Award may be canceled, forfeited, or
                  surrendered;

                           (g) Prescribe the form of each Award Agreement, which
                  need not be identical for each Participant;

                           (h) Decide all other matters that must be determined
                  in connection with an Award;

                           (i) Establish, adopt or revise any rules and
                  regulations as it may deem necessary or advisable to
                  administer the Plan;

                           (j) Make all other decisions and determinations that
                  may be required under the Plan or as the Committee deems
                  necessary or advisable to administer the Plan; and

                           (k) Amend the Plan or any Award Agreement as provided
                  herein.

         4.4 DECISIONS BINDING. The Committee's interpretation of the Plan, any
Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.


                                    ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

         5.1 NUMBER OF SHARES. Subject to adjustment as provided in Section 14.
1, the aggregate number of shares of Stock reserved and available for Awards or
which may be used to provide a basis of measurement for or to determine the
value of an Award (such as with a Stock Appreciation Right or Performance Share
Award) shall be 90,000.

         5.2 LAPSED AWARDS. To the extent that an Award is canceled, terminates,
expires or lapses for any reason, any shares of Stock subject to the Award will
again be available for the grant of an Award under the Plan and shares subject
to SARs or other Awards settled in cash will be available for the grant of an
Award under the Plan.

         5.3 STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Stock, treasury Stock
or Stock purchased on the open market.

         5.4 LIMITATION ON AWARDS. Notwithstanding any provision in the Plan to
the contrary, the maximum number of shares of Stock with respect to one or more
Options and/or SARs that may be granted during any one calendar year under the
Plan to any one Covered Employee shall be 18,075. The maximum fair market value
of any Awards (other than Options and SARs) that may be received by a Covered
Employee (less any consideration paid by the Participant for such Award) during
any one calendar year under the Plan shall be $225,000.

<PAGE>

                                    ARTICLE 6
                                   ELIGIBILITY

         6.1 GENERAL. Awards may be granted only to individuals who are
employees, officers, consultants, advisors or directors of the Corporation or a
Parent or Subsidiary; provided, however, that non-employee directors,
consultants and advisors will not be eligible to receive Awards under the Plan
until such time, if any, upon which the Corporation's common stock shall be
traded on a national securities exchange or on the NASDAQ National Market,
unless such Awards are permitted without jeopardizing the "employee benefit plan
exemption" under applicable state "blue sky" securities laws.

                                    ARTICLE 7

                                  STOCK OPTIONS

         7.1 GENERAL. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

                  (a) EXERCISE PRICE. The exercise price per share of Stock
         under an Option shall be determined by the Committee.

                  (b) TIME AND CONDITIONS OF EXERCISE. The Committee shall
         determine the time or times at which an Option may be exercised in
         whole or in part. The Committee also shall determine the performance or
         other conditions, if any, that must be satisfied before all or part of
         an Option may be exercised. The Committee may waive any exercise
         provisions at any time in whole or in part based upon factors as the
         Committee may determine in its sole discretion so that the Option
         becomes exercisable at an earlier date.

                  (c) PAYMENT. The Committee shall determine the methods by
         which the exercise price of an Option may be paid, the form of payment,
         including, without limitation, cash, shares of Stock, or other property
         (including "cashless exercise" arrangements), and the methods by which
         shares of Stock shall be delivered or deemed to be delivered to
         Partcipants; provided, however, that if shares of Stock are used to pay
         the exercise price of an Option, such shares must have been held by the
         Participant for at least six months. Without limiting the power and
         discretion conferred on the Committee pursuant to the preceding
         sentence, the Committee may, in the exercise of its discretion, but
         need not, allow a Participant to pay the Option price by directing the
         Corporation to withhold from the shares of Stock that would otherwise
         be issued upon exercise of the Option that number of shares having a
         Fair Market Value on the exercise date equal to the Option price, all
         as determined pursuant to rules and procedures established by the
         Committee.

                  (d) EVIDENCE OF GRANT. All Options shall be evidenced by a
         written Award Agreement between the Corporation and the Participant.
         The Award Agreement shall include such provisions as may be specified
         by the Committee.

         7.2 INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options
granted under the Plan must comply with the following additional rules:

                  (a) EXERCISE PRICE. The exercise price per share of Stock
         shall be set by the Committee, provided that the exercise price for any
         Incentive Stock Option shall not be less than the Fair Market Value as
         of the date of the grant.

                  (b) EXERCISE. In no event may any Incentive Stock Option be
         exercisable for more than ten years from the date of its grant.

                  (c) LAPSE OF OPTION. An Incentive Stock Option shall lapse
         under the earliest of the following circumstances; provided, however,
         that the Committee may, prior to the lapse of the
         Incentive Stock Option under the circumstances described in paragraphs
         (3), (4) and (5) below, provide in

<PAGE>

         writing that the Option will extend until a later date, but if Option
         is exercised after the dates specified in paragraphs (3), (4) and (5)
         below, it will automatically become a Non-Qualified Stock Option:

                           (1) The Incentive Stock Option shall lapse as of the
                  option expiration date set forth in the Award Agreement.

                           (2) The Incentive Stock Option shall lapse ten years
                  after it is granted, unless an earlier time is set in the
                  Award Agreement.

                           (3) If the Participant terminates employment for any
                  reason other than as provided in paragraph (4) or (5) below,
                  the Incentive Stock Option shall lapse, unless it is
                  previously exercised, three months after the Participant's
                  termination of employment.

                           (4) If the Participant terminates employment by
                  reason of his Disability, the Incentive Stock Option shall
                  lapse, unless it is previously exercised, one year after the
                  Participant's termination of employment.

                           (5) If the Participant dies while employed, or during
                  the three-month period described in paragraph (3) or during
                  the one-year period described in paragraph (4) and before the
                  Option otherwise lapses, the Option shall lapse one year after
                  the Participant's death. Upon the Participant's death, any
                  exercisable Incentive Stock Options may be exercised by the
                  Participant's beneficiary.

         Unless the exercisability of the Incentive Stock Option is accelerated
as provided in Article 13 or in the Award Agreement, if a Participant exercises
an Option after termination of employment, the Option may be exercised only with
respect to the shares that were otherwise vested on the Participant's
termination of employment.

                  (d) INDIVIDUAL DOLLAR LIMITAT1ON. The aggregate Fair Market
         Value (determined as of the time an Award is made) of all shares of
         Stock with respect to which Incentive Stock Options are first
         exercisable by a Participant in any calendar year may not exceed
         $100,000.00.

                  (e) TEN PERCENT OWNERS. No Incentive Stock Option shall be
         granted to any individual who, at the date of grant, owns stock
         possessing more than ten percent of the total combined voting power of
         all classes of stock of the Corporation or any Parent or Subsidiary
         unless the exercise price per share of such Option is at least 110% of
         the Fair Market Value per share of Stock at the date of grant and the
         Option expires no later than five years after the date of grant.

                  (f) EXPIRATION OF INCENTIVE STOCK OPTIONS. No Award of an
         Incentive Stock Option may be made pursuant to the Plan after the day
         immediately prior to the tenth anniversary of the Effective Date.

                  (g) RIGHT TO EXERCISE. During a Participant's lifetime, an
         Incentive Stock Option may be exercised only by the Participant or, in
         the case of the Participant's Disability, by the Participant's guardian
         or legal representative.

                  (h) DIRECTORS. The Committee may not grant an Incentive Stock
         Option to a non-employee director. The Committee may grant an Incentive
         Stock Option to a director who is also an employee of the Corporation
         or Parent or Subsidiary but only in that individual's position as an
         employee and not as a director.

                                    ARTICLE 8
                            STOCK APPRECIATION RIGHTS

         8.1 GRANT OF SARs. The Committee is authorized to grant SARs to
Participants on the following terms and conditions:

<PAGE>

                  (a) RIGHT TO PAYMENT. Upon the exercise of a Stock
         Appreciation Right, the Participant to whom it is granted has the right
         to receive the excess, if any, of:

                           (1) The Fair Market Value of one share of Stock on
                  the date of exercise; over

                           (2) The grant price of the Stock Appreciation Right
                  as determined by the Committee, which shall not be less than
                  the Fair Market Value of one share of Stock on the date of
                  grant in the case of any SAR related to an Incentive Stock
                  Option.

                           (b) OTHER TERMS. All awards of Stock Appreciation
         Rights shall be evidenced by an Award Agreement. The terms, methods of
         exercise, methods of settlement, form of consideration payable in
         settlement, and any other terms and conditions of any Stock
         Appreciation Right shall be determined by the Committee at the time of
         the grant of the Award and shall be reflected in the Award Agreement.

                                    ARTICLE 9
                               PERFORMANCE SHARES

         9.1 GRANT OF PERFORMANCE SHARES. The Committee is authorized to grant
Performance Shares to Participants on such terms and conditions as may be
selected by the Committee. The Committee shall have the complete discretion to
determine the number of Performance Shares granted to each Participant. All
Awards of Performance Shares shall be evidenced by an Award Agreement.

         9.2 RIGHT TO PAYMENT. A grant of Performance Shares gives the
Participant rights, valued as determined by the Committee, and payable to, or
exercisable by, the Participant to whom the Performance Shares are granted, in
whole or in part, as the Committee shall establish at grant or thereafter. The
Committee shall set performance goals and other terms or conditions to payment
of the Performance Shares in its discretion which, depending on the extent to
which they are met, will determine the number and value of Performance Shares
that will be paid to the Participant.

         9.3 OTHER TERMS. Performance Shares may be payable in cash, Stock, or
oilier property, and have such other terms and conditions as determined by the
Committee and reflected in the Award Agreement.


                                   ARTICLE 10
                             RESTRICTED STOCK AWARDS

         10.1 GRANT OF RESTRICTED STOCK. The Committee is authorized to make
Awards of Restricted Stock to Participants in such amounts and subject to such
terms and conditions as may be selected by the Committee All Awards of
Restricted Stock shall be evidenced by a Restricted Stock Award Agreement.

         10.2 ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject to
such restrictions on transferability and other restrictions as the Committee may
impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance
goals or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter.

         10.3 FORFEITURE. Except as otherwise determined by the Committee at the
time of the grant of the Award or thereafter, upon termination of employment
during the applicable restriction period or upon failure to satisfy a
performance goal during the applicable restriction period, Restricted Stock that
is at that time subject to restrictions shall be forfeited and reacquired by the
Corporation; provided, however, that the Committee may provide in any Award
Agreement that restrictions or forfeiture conditions relating to Restricted
Stock will be waived in whole or in part in the event of terminations resulting
from specified causes, and the Committee may in other cases waive in whole or in
part restrictions or forfeiture conditions relating to Restricted Stock.

<PAGE>

         10.4 CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock granted under
the Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing shares of Restricted Stock are registered in the name
of the Participant, certificates must bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock.

                                   ARTICLE 11
                              DIVIDEND EQUIVALENTS

         11.1 GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to
grant Dividend Equivalents to Participants subject to such terms and conditions
as may he selected by the Committee. Dividend Equivalents shall entitle the
Participant to receive payments equal to dividends with respect to all or a
portion of the number of shares of' Stock subject to an Option Award or SAR
Award, as determined by the Committee. The Committee may provide that Dividend
Equivalents be paid or distributed when accrued or be deemed to have been
reinvested in additional shares of Stock, or otherwise reinvested.

                                   ARTICLE 12
                            OTHER STOCK-BASED AWARDS

         12.1 GRANT OF OTHER STOCK-BASED AWARDS. The Committee is authorized,
subject to limitations under applicable law, to grant to Participants such other
Awards that are payable in, valued in whole or in part by reference to, or
otherwise based on or related to shares of Stock, as deemed by the Committee to
be consistent with the purposes of the Plan, including without limitation shares
of Stock awarded purely as a "bonus" and not subject to any restrictions or
conditions, convertible or exchangeable debt securities, other rights
convertible or exchangeable into shares of Stock, and Awards valued by reference
to book value of shares of Stock or the value of securities of or the
performance of specified Parents or Subsidiaries. The Committee shall determine
the terms and conditions of such Awards.

                                   ARTICLE 13
                         PROVISIONS APPLICABLE TO AWARDS

         13.1 STAND-ALONE. TANDEM. AND SUBSTITUTE AWARDS. Awards granted under
the Plan may, in the discretion of the Committee, be granted either alone or in
addition to, in tandem with, or in substitution for, any other Award granted
under the Plan. If an Award is granted in substitution for another Award, the
Committee may require the surrender of such other Award in consideration of the
grant of the new Award. Awards granted in addition to or in tandem with other
Awards may be granted either at the same time as or at a different time from the
grant of such other Awards.

         13.2 EXCHANGE PROVISIONS. The Committee may at any time offer to
exchange or buy out any previously granted Award for a payment in cash, Stock,
or another Award (subject to Section 14.1), based on the terms and conditions
the Committee determines and communicates to the Participant at the time the
offer is made.

         13.3 TERM OF AWARD. The term of each Award shall be for the period as
determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten years from the date of its grant
(or, if Section 7.2(e) applies, five years from the date of its grant).

         13.4 FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan and
any applicable law or Award Agreement, payments or transfers to be made by the
Corporation or a Parent or Subsidiary on the grant or exercise of an Award may
be made in such form as the Committee determines at or after the time of grant,
including without limitation, cash, Stock, other Awards, or other property, or
any combination, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case determined in accordance with
rules adopted by, and at the discretion of, the Committee.

<PAGE>

         13.5 LIMITS ON TRANSFER. No right or interest of a Participant in any
unexercised or restricted Award may be pledged, encumbered, or hypothecated to
or in favor of any party other than the Corporation or a Parent or Subsidiary,
or shall be subject to any lien, obligation, or liability of such Participant to
any other party other than the Corporation or a Parent or Subsidiary. No
unexercised or restricted Award shall be assignable or transferable by a
Participant other than by will or the laws of descent and distribution or,
except in the case of an Incentive Stock Option, pursuant to a domestic
relations order that would satisfy Section 414(p)(1)(A) of the Code if such
Section applied to an Award under the Plan; provided, however, that the
Committee may (but need not) permit other transfers where the Committee
concludes that such transferability (i) does not result in accelerated taxation,
(ii) does not cause any Option intended to be an incentive stock option to fail
to be described in Code Section 422(b), and (iii) is otherwise appropriate and
desirable, taking into account any state or federal tax or securities laws
applicable to transferable Awards.

         13.6 BENEFICIARIES. Notwithstanding Section 13.5, a Participant may, in
the manner determined by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any
Award upon the Participant's death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights under the Plan is subject to
all terms and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise
provide, and to any additional restrictions deemed necessary or appropriate by
the Committee. If no beneficiary has been designated or survives the
Participant, payment shall be made to the Participant's estate. Subject to the
foregoing, a beneficiary designation may be changed or revoked by a Participant
at any time provided the change or revocation is filed with the Committee.

         13.7 STOCK CERTIFICATES. All Stock certificates delivered under the
Plan are subject to any stop-transfer orders and other restrictions as the
Committee deems necessary or advisable to comply with federal or state
securities laws, rules and regulations and the rules of any national securities
exchange or automated quotation system on which the Stock is listed, quoted, or
traded. The Committee may place legends on any Stock certificate to reference
restrictions applicable to the Stock.

         13.8 ACCELERATION UPON CHANGE IN CONTROL. In the event of a Change in
Control, the Committee may in its sole discretion declare all outstanding
Options, Stock Appreciation Rights, and other Awards in the nature of rights
that may be exercised to be fully exercisable, and/or all restrictions on all
outstanding Awards to have lapsed, in each case as of such date as the Committee
may, in its sole discretion, declare, which may be on or before the consummation
of the transaction or event giving rise to the Change in Control, provided,
however, that (i) the Committee may not make such declaration with respect to
any such transaction approved by the Board and which is contingent on qualifying
as a "pooling of interest" for accounting purposes and, in the opinion of the
Company's accountants, is otherwise eligible for such treatment, and (ii)
nothing in this Section 13.8 shall have any impact on any automatic acceleration
of vesting provided in any Award Agreement. To the extent that this provision
causes Incentive Stock Options to exceed the dollar limitation set forth in
Section 7.2(d), the excess Options shall be deemed to be Non-Qualified Stock
Options.

         13.9 ACCELERATION FOR ANY OTHER REASON. Regardless of whether an event
has occurred as described in Section 13.8 above, the Committee may in its sole
discretion at any time determine that all or a portion of a Participant's
Options, Stock Appreciation Rights, and other Awards in the nature of rights
that may be exercised shall become fully or partially exercisable, and/or that
all or a part of the restrictions on all or a portion of the outstanding Awards
shall lapse, in each case as of such date as the Committee may, in its sole
discretion, declare, provided, however, that the Committee may not take such
action in contemplation of a transaction approved by the Board and which is
contingent on qualifying as a "pooling of interest" for accounting purposes and,
in the opinion of the Company's accountants, is otherwise eligible for such
treatment, and (ii) nothing in this Section 13.9 shall have any impact on any
automatic acceleration of vesting provided in any Award Agreement. The Committee
may discriminate among Participants and among Awards granted to a Participant in
exercising its discretion pursuant to this Section 13.9.

         13.10 EFFECT OF ACCELERATION. If an Award is accelerated under Section
13.8, Section 13.9 or otherwise as may be provided in the terms of an Award
Agreement, the Committee may, in its sole discretion, provide (i) that the Award
will expire after a designated period of time after such acceleration to the
extent not then exercised, (ii) that the Award will be settled in cash rather
than Stock, (iii) that the Award will be assumed by

<PAGE>

another party to the transaction giving rise to the acceleration or otherwise be
equitably converted in connection with such transaction, or (iv) any combination
of the foregoing. The Committee's determination need not be uniform and may be
different for different Participants whether or not such Participants are
similarly situated.

         13.11 PERFORMANCE GOALS. The Committee may determine that any Award
granted pursuant to this Plan to a Participant (including, but not limited to,
Participants who are Covered Employees) shall be determined solely on the basis
of (a) the achievement by the Corporation or a Parent or Subsidiary of a
specified target return, or target growth in return, on equity or assets, (b)
the Corporation's, Parent's or Subsidiary's stock price, (c) the achievement by
a business unit of the Corporation, Parent or Subsidiary of a specified target,
or target growth in, net income or earnings per share, or (d) any combination of
the goals set forth in (a) through (c) above. Furthermore, the Committee
reserves the right for any reason to reduce (but not increase) any Award,
notwithstanding the achievement of a specified goal. If an Award is made on such
basis, the Committee shall establish goals prior to the beginning of the period
for which such performance goal relates (or such later date as may be permitted
under Code Section 162(m) or the regulations thereunder). Any payment of an
Award granted with performance goals shall be conditioned on the written
certification of the Committee in each case that the performance goals and any
other material conditions were satisfied.

         13.12 TERMINATION OF EMPLOYMENT. Whether military, government or other
service or other leave of absence shall constitute a termination of employment
shall be determined in each case by the Committee at its discretion, and any
determination by the Committee shall be final and conclusive. A termination of
employment shall not occur in a circumstance in which a Participant transfers
from the Corporation to one of its Parents or Subsidiaries, transfers from a
Parent or Subsidiary to the Corporation, or transfers from one Parent or
Subsidiary to another Parent or Subsidiary.

         13.13 LOAN PROVISIONS. With the consent of the Committee, the
Corporation may make, guarantee or arrange for a loan or loans to a Participant
with respect to the exercise of any Option granted under this Plan and/or with
respect to the payment of the purchase price, if any, of any Award granted
hereunder and/or with respect to the payment by the Participant of any or all
federal and/or state income taxes due on account of the granting or exercise of
any Award hereunder. The Committee shall have full authority to decide whether
to make a loan or loans hereunder and to determine the amount, terms and
provisions of any such loan or loans, including the interest rate to be charged
in respect of any such loan or loans, whether the loan or loans are to be made
with or without recourse against the borrower, the terms on which the loan is to
be repaid and the conditions, if any, under which the loan or loans may be
forgiven.

                                   ARTICLE 14
                          CHANGES IN CAPITAL STRUCTURE

         14.1 GENERAL. In the event a stock dividend is declared upon the Stock,
the shares of Stock then subject to each Award shall be increased
proportionately without any change in the aggregate purchase price thereof. In
the event; the Stock shall be changed into or exchanged for a different number
or class of shares of stock or securities of the Corporation or of another
corporation, whether through reorganization, recapitalization, stock split-up,
combination of shares, merger or consolidation, there shall be substituted for
each such share of Stock then subject to each Award the number and class of
shares into which each outstanding share of Stock shall be so exchanged, all
without any change in the aggregate purchase price for the shares then subject
to each Award.

                                   ARTICLE 15
                     AMENDMENT, MODIFICATION AND TERMINATION

         15.1 AMENDMENT, MODIFICATION AND TERMINATION. The Board or the
Committee may, at any time and from time to time, amend, modify or terminate the
Plan without stockholder approval; provided, however, that the Board or
Committee may condition any amendment or modification on the approval of
stockholders of the Company if such approval is necessary or deemed advisable
with respect to tax, securities or other applicable laws, policies or
regulations.

<PAGE>

         15.2 AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the
Committee may amend, modify or terminate any outstanding Award without approval
of the Participant; provided, however, that such amendment, modification or
termination shall not, without the Participant's consent, reduce or diminish the
value of such Award determined as if the Award had been exercised, vested,
cashed in or otherwise settled on the date of such amendment or termination. No
termination amendment, or modification of the Plan shall adversely affect any
Award previously granted under the Plan, without the written consent of the
Participant.

                                   ARTICLE 16

                               GENERAL PROVISIONS

         16.1 NO RIGHTS TO AWARDS. No Participant or employee, officer or
director shall have any claim to be granted any Award under the Plan, and
neither the Corporation nor the Committee is obligated to treat Participants and
employees, officers or directors uniformly.

         16.2 NO STOCKHOLDER RIGHTS. No Award gives the Participant any of the
rights of a stockholder of the Corporation unless and until shares of Stock are
in fact issued to such person in connection with such Award.

         16.3 WITHHOLDING. The Corporation or any Parent or Subsidiary shall
have the authority and the right to deduct or withhold, or require a Participant
to remit to the Corporation, an amount sufficient to satisfy federal, state, and
local taxes (including the Participant's FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of the Plan. With
respect to withholding required upon any taxable event under the Plan, the
Committee may, at the time the Award is granted or thereafter, require that any
such withholding requirement be satisfied, in whole or in part, by withholding
shares of Stock having a Fair Market Value on the date of withholding equal to
the amount to be withheld for tax purposes, all in accordance with such
procedures as the Committee establishes.

         16.4 NO IMPLIED RIGHTS. Nothing in the Plan or any Award Agreement
shall interfere with or limit in any way the right of the Corporation or any
Parent or Subsidiary to terminate any Participant's employment or status as a
director or advisor at any time, nor confer upon any Participant any right to
continue as an employee, director or advisor of the Corporation or any Parent or
Subsidiary.

         16.5 UNFUNDED STATUS OF AWARDS. The Plan is intended to be an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award Agreement shall give the Participant any rights that
are greater than those of a general creditor of the Corporation or any Parent or
Subsidiary.

         16.6 RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall he
taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or benefit plan of the
Corporation or any Parent or Subsidiary unless provided otherwise in such other
plan.

         16.7 EXPENSES. The expenses of administering the Plan shall be borne by
the Corporation and its Parents or Subsidiaries.

         16.8 TITLES AND HEADINGS. The titles and headings of the Sections in
the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         16.9 GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

<PAGE>

         16.10 FRACTIONAL SHARES. No fractional shares of Stock shall be issued
and the Committee shall determine, in its discretion, whether cash shall be
given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up.

         16.11 GOVERNMENT AND OTHER REGULATIONS. The obligation of the
Corporation to make payment of awards in Stock or otherwise shall be subject to
all applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Corporation shall be under no obligation to
register under the 1933 Act, any of the shares of Stock paid under the Plan. If
the shares paid under the Plan may in certain circumstances be exempt from
registration under the 1933 Act, the Corporation may restrict the transfer of
such shares in such manner as it deems advisable to ensure the availability of
any such exemption.

         16.12 GOVERNING LAW. To the extent not governed by federal law, the
Plan and all Award Agreements shall be construed in accordance with and governed
by the laws of the State of Delaware.

         16.13 ADDITIONAL PROVISIONS. Each Award Agreement may contain such
other terms and conditions as the Committee may determine; provided that such
other terms and conditions are not inconsistent with the provisions of this
Plan.

         16.14 CODE SECTION 162(m). The deduction limits of Code Section 162(m)
and the regulation thereunder do not apply to the Corporation until such time,
if any, as any class of the Corporation's common equity securities is registered
under Section 12 of the 1934 Act or the Corporation otherwise meets the
definition of a "publicly held corporation" under Treasury Regulation
1.162-27(c) or any successor provision. Upon becoming a publicly held
corporation, the deduction limits of Code Section 162(m) and time regulations
thereunder shall not apply to compensation payable under this Plan until the
expiration of the reliance period described in Treasury Regulation 1.162-27(f)
or any successor regulation.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>


                                  EXHIBIT 10.2


                              AMENDED AND RESTATED

                     AMERIPATH, INC. 1998 STOCK OPTION PLAN

         WHEREAS, PathSOURCE, Inc., a Delaware corporation ("PathSOURCE")
adopted the PathSOURCE, Inc. 1998 Stock Option Plan, effective as of April 14,
1999, to award incentive and nonqualified stock options to certain officers,
other key employees, non-employee directors, and independent contractors of
PathSOURCE; and

         WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated
as of May 30, 2000 by and among Pathology Consultants of America, Inc. d/b/a
Inform DX ("Inform DX"), PCA Merger Corp., a wholly owned subsidiary of Inform
DX, PathSOURCE, and the shareholders of PathSOURCE, Inform DX assumed the
PathSOURCE, Inc. 1998 Stock Option Plan and all of the stock options outstanding
thereunder; and

         WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated
as of November 7, 2000 by and among Ameripath, Inc., a Delaware corporation (the
"Company"), AMP Merger Corp., a wholly owned subsidiary of the Company, and
Inform DX, the Company assumed the PathSOURCE, Inc. 1998 Stock Option Plan and
all of the stock options outstanding thereunder; and

         WHEREAS, the Board of Directors of the Company (the "Board") believes
that in an effort to avoid confusion and to ease administration of the
PathSOURCE, Inc. 1998 Stock Option Plan in the future, it is in the Company's
best interest to amend and restate the PathSOURCE, Inc. 1998 Stock Option Plan
to (i) revise the name of the PathSOURCE, Inc. 1998 Stock Option Plan to
substitute Ameripath, Inc. in place of PathSOURCE, Inc.; (ii) revise the
definition of "Company" in the PathSOURCE, Inc. 1998 Stock Option Plan to
substitute Ameripath, Inc. in place of PathSOURCE, Inc., and (iii) substitute
the shares of Company's common stock to be issuable under the PathSOURCE, Inc.
1998 Stock Option Plan in place of the shares of Inform DX's common stock;

         NOW, THEREFORE, the Amended and Restated Ameripath, Inc. 1998 Stock
Option Plan is hereby amended and restated in its entirety under the following
terms and conditions:

       1. Purpose. This Amended and Restated Ameripath, Inc. 1998 Stock Option
Plan (the "Plan") is intended to provide a means whereby the Company may,
through the grant of Incentive stock options and nonqualified stock options
(collectively, the "Options") to purchase non-voting common stock of the Company
("Common Stock") to officers and other key employees ("Key employees"),
non-employee directors, and independent contractors of the Company and other
"Related Corporations" (as defined below), attract and retain such Key
Employees, non-employee directors, and independent contractors and motivate them
to exercise their beat efforts on behalf of the enterprise.

                  For purposes of the Plan, a "Related Corporation" shall mean
either a "subsidiary corporation" of the Company, as defined in Section 424(f)
of the Internal Revenue Code of 1986, as amended (the "Code"), or the "parent
corporation" of the Company, as defined in Section 424(e) of the Code. Further,
as used in the Plan, (i) the term "ISO" shall mean an option which, at the time
such option is granted, qualifies as an Incentive stock option within the
meaning of Section 422 of the Code unless the "Option Agreement" (as defined in
Section 8 hereof) states that the option will not be treated as an ISO; and (ii)
the term "NQSO" shall mean a nonqualified stock option, i.e., an option which,
at the time such option is granted, does not meet the definition of "ISO" in the
preceding clause (i), whether or not such NQSO is designated as an NQSO in the
Option Agreement.

       2. Administration.

         (a) The Plan shall be administered by the Company's Compensation
Committee (the "Committee"), the members of which shall be appointed by, and
shall serve at the pleasure of, the Company's Board of Directors (the "Board").
The Board shall change the membership of the Committee, to the extent necessary,
so that on and

<PAGE>

after such date (the "Offering Date"), if any, as the Company first registers
equity securities under Section 12 of the Securities Exchange Act of. 1934, as
amended (the "Exchange Act"), the Committee shall consist solely of not fewer
than two "non-employee directors" (within the meaning of Rule 16b-3(b)(3) under
the Exchange Act, or any successor thereto) of the Company who are also "outside
directors" (within the meaning of Treas. Reg. ss. 1.162-27(e)(3), or any
successor thereto) of the Company. Each member of the Committee, while serving
as such, shall be deemed to be acting in his or her capacity as a director of
the Company.

         (b) In the event a committee has not been established In accordance
with subsection (a) above, or cannot be constituted to vote on the grant of an
Option (for example, because of state laws governing corporate self-dealing),
the entire Board shall serve as the Committee for all purposes of the Plan;
provided, however, that a member of the Board shall not participate in a vote
approving the grant of an Option to himself or herself to the extent provided
under the laws of the State of Delaware governing corporate self-dealing.

                  The Committee shall have full authority, subject to the terms
of the Plan, to select the Key Employees, non-employee directors, and
independent contractors to be granted Options under the Plan, to grant Options
on behalf of the Company, and to set the date of grant and the other terms of
such Options. The Committee may correct any defect, supply any omission, end
reconcile any inconsistency in the Plan and in any Option granted hereunder in
the manner and to the extent it deems desirable. The Committee may also, in its
discretion, adjust the price of an Option, or cancel an Option and grant a new
Option to replace the canceled Option; provided, that if the Committee changes
the price of an Option or replaces an Option, the resulting Option shall be
treated as a new Option granted on the date of such change or replacement and
shall comply with the terms of the Plan as such. The Committee also shall have
the authority to establish such rules and regulations, not inconsistent with the
provisions of the Plan, for the proper administration of the Plan, to amend,
modify, or rescind any such rules and regulations, and to make such
determinations and interpretations under, or in connection with, the Plan, as it
deems necessary or advisable. All such rules, regulations, determinations, and
interpretations shall be binding and conclusive upon the Company and all Related
corporations, their shareholders, and all Key Employees, non-employee directors,
and independent contractors, upon their respective legal representatives,
beneficiaries, successors, and assigns, and upon all other persons claiming
under or through any of them.

                  No member of the Board or the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
Option granted under it.

       3. Eligibility. The class of employees who shall be eligible to receive
Options under the Plan shall be the Key Employees (including any directors who
also are officers or key employees), non-employee directors, and independent
contractors of the Company or a Related Corporation. Key Employees shall be
eligible to receive ISOs and NQSOs. Non-employee directors and independent
contractors shall be eligible to receive only NQSOs. More than one Option may be
granted to a Key Employee, non-employee director, or independent contractor
under the Plan. A Key Employee, non-employee director, or independent contractor
who has been granted an Option under the Plan shall hereinafter be referred to
as an "Optionee."

       4. Stock. Options may be granted under the Plan to purchase up to a
maximum of 80,000 shares of Common Stock, par value $ 0.01 per share; provided,
however, that no Key Employee shall receive Options for more than 16,066 shares
of the Common Stock under this Plan. Both of the limits on the number of shares
in the preceding sentence shall be subject to adjustment as hereinafter
provided. Shares issuable under the Plan may be authorized but unissued shares
or reacquired shares, and the Company may purchase shares required for this
purpose, from time to time, if it deems such purchase to be advisable. If any
Option granted under the Plan expires, or if any such Option is canceled for any
reason whatsoever (including, without limitation, the Optionee's surrender
thereof), without having been exercised, the shares subject to the unexercised
portion of the Option shall continue to be available for the granting of Options
under the Plan as fully as if the shares had never been subject to an Option.
However, (i) if an Option is canceled, the shares of Common Stock covered by the
canceled Option shall be counted against the maximum number of shares specified
above for which Options may be granted to a single Key Employee, and (ii) if the
exercise price of an Option is reduced after the date of grant, the transaction
shall be treated as a cancellation of the original Option and the grant of a new
Option for purposes of such maximum.

<PAGE>

       5. Granting of Options. From time to time until the expiration or earlier
suspension or discontinuance of the Plan, the Committee may, on behalf of the
Company, grant to Key Employees, non-employee directors, and independent
contractors such Options as it determines are warranted; provided, however,
that. grants of ISOs and NQSOs shall be separate and not in tandem, and further
provided that non-employee directors and independent contractors shall not be
eligible to receive ISOs under the Plan. In making any determination as to
whether a Key Employee, non-employee director, or independent contractor shall
be granted an Option, the type of Option to be granted, the number of shares to
be covered by the Option, and other terms of the Option, the Committee shall
take into account the duties of the Key Employee, non-employee director, or
independent contractor, his or her present and potential contributions to the
success of the Company or a Related Corporation, the tax implications to the
Company and the Key Employee, non-employee director, or independent contractor
of any Option granted, end such other factors as the Committee may deem relevant
in accomplishing the purposes of the Plan. Moreover, the Committee may provide
in the Option that said Option may be exercised only if certain conditions, as
determined by the Committee, are fulfilled.

       6. Annual Limit.

         (a) ISOs. The aggregate fair market value (determined under Section
7(b) hereof as of the date the ISO is granted) of the Common Stock with respect
to which ISOs are exercisable for the first time by a Key Employee during any
calendar year (counting lSOs under this Plan and under any other stock option
plan of the Company or a Related Corporation) shall not exceed $100,000. If an
Option intended as an ISO is granted to a Key Employee and the Option may not be
treated in whole or in part as an ISO pursuant to the $100,000 limitation, the
Option shall be treated as an ISO to the extent it may be so treated under the
limitation and as an NQSO as to the remainder. For purposes of determining
whether an ISO would cause the limitation to be exceeded, lSOs shall be taken
into account in the order granted

         (b) NQSOs. The annual limits set forth above for ISOs shall not apply
to NQSOs.


       7. Terms and Conditions of Options. Options granted pursuant to the Plan
shall include expressly or by reference the following terms and conditions, as
well as such other provisions not Inconsistent with the provisions of the Plan
(and, for lSOs granted under the Plan, the provisions of Section 422(b) of the
Code) as the Committee shall deem desirable.

         (a) Number of Shares. The Option shall state the number of shares of
Common Stock to which the Option pertains.

         (b) Price. The Option shall state the Option price which shall be
determined and fixed by the Committee in its discretion but, in the case of an
ISO, shall not be less than the higher of 100 percent (110 percent in the case
of a more-than 10 percent shareholder, as provided in subsection (j) below) of
the fair market value of the optioned shares of Common Stock on the date the ISO
is granted, or the par value thereof, and, in the case of an NQSO, shall not be
less than the higher of 100 percent of the fair market value of the optioned
shares of Common Stock on the date the NQSO is granted, or the par value
thereof.

         The fair market value of a share of Common Stock shall be arrived at by
a good faith determination of the Committee and shall be -

                           (i) if there are sales of Common Stock on a national
         securities exchange or in an over-the-counter market on the date of
         grant, then the mean between the highest and lowest quoted selling
         price on the date of grant;

                           (ii) if there are no such sales of Common Stock on
         the date of grant but there are such sales on dates within a reasonable
         period both before and after the date of grant, then the weighted
         average of the means between the highest and lowest selling price on
         the nearest date before and the nearest date after the date of grant;

<PAGE>

                           (iii) if actual sales are not available during a
         reasonable period beginning before and ending after the date of grant,
         then the mean between the bid and asked price on the date of grant as
         reported by the National Quotation Bureau; or

                           (iv) if (i) through (iii) are not applicable, such
         other method of determining fair market value as shall be authorized by
         the Code, or the rules or regulations thereunder, and adopted by the
         Committee.

         Where the fair market value of the optioned shares of Common Stock is
determined under (ii) above, the average of the means between the highest and
lowest sales on the nearest date before and the nearest date after the date of
grant shall be weighted inversely by the respective numbers of trading days
between the selling dates and the date of grant (i.e. the valuation date), in
accordance with Treas. Reg. ss. 20.2031-2(b)(1), or any successor thereto.

         (c) Term.

                           (i) ISOs. Subject to earlier termination as provided
         in subsections (e), (f), and (g) below and in Section 10 hereof, the
         term of each ISO shall be not more than 10 years (five years in the
         case of a more-than-10 percent shareholder, as provided in subsection
         (j) below) from the date of grant.

                           (ii) NQSOs. Subject to earlier termination as
         provided in subsections (e), (f), and (g) below and in Section 10
         hereof, the term of each NQSO shall be not more than 10 years from the
         date of grant.

         (d) Exercise. Options shall be exercisable in such installments and on
such dates as the Committee may specify. In the case of new Options granted to
an Optionee to replace options (whether granted under the Plan or otherwise)
held by the Optionee or in the case of Options repriced by the Committee, the
new or repriced Options may be made exercisable, if so determined by the
Committee, in its discretion, at the earliest date the original Options were
exercisable. However, unless the Option price is not decreased, the new or
repriced Options may not be exercised earlier than six months from the date of
grant of the new Options or the repricing of the original Options. Further, the
Committee may accelerate the exercise date of any outstanding Options, in its
discretion, if it deems such acceleration to be desirable.

                  Any exercisable Options may be exercised at any time up to the
expiration or termination of the Option. Exercisable Options may be exercised,
in whole or in part and from time to time, by giving written notice of exercise
to the Company at its principal office, specifying the number of shares to be
purchased and accompanied by payment in full of the aggregate Option exercise
price, for such shares. Only full shares shall be Issued under the Plan, and any
fractional share which might otherwise be issuable upon exercise of an Option
granted hereunder shall be forfeited.

         The Option price shall be payable in the case of an ISO, if the
Committee in its discretion causes the original Option Agreement so to provide,
and in the case of an NQSO, if the Committee in its discretion so determines at
or prior to the time of exercise --

                           (i) in cash or its equivalent;

                           (ii) by delivering a properly executed notice of
         exercise of the Option to the Company and a broker, with irrevocable
         instructions to the broker promptly to deliver to the Company the
         amount of sale or loan proceeds necessary to pay the exercise price of
         the Option; or

                           (iii) in any combination of paragraphs (1) and (2)
         above.

         (e) Termination of Employment or Service. If an Optionee's employment
by or service with the Company is terminated by the Optionee or by his or her
employer prior to the expiration date fixed for his or her Option for any reason
other than death or disability, and if following such termination the Optionee
is not employed

<PAGE>

by the Company or any Related Corporation, such Option may be exercised, to the
extent of the number of shares with respect to which the Optionee could have
exercised it on the date of such termination, or to any greater extent permitted
by the Committee, by the Optionee at any time prior to the earliest of (i) the
expiration date specified in such Option, (ii) one month after the date of such
termination, if the termination was not for "Cause" (as defined below) (unless
the Option Agreement provides a later expiration date in the case of such a
termination), and (iii) the date of such termination, if the termination was for
Cause (unless the Option Agreement provides a later expiration date in the case
of such a termination).

                  The term "Cause" shall mean the Optionee has -

                           (i) materially failed to perform his or her stated
                  duties and not cured such failure (if curable) within 15 days
                  of his or her receipt of written notice of the failure;

                           (ii) demonstrated his or her personal dishonesty;

                           (iii) engaged in willful misconduct;

                           (iv) engaged in a breach of fiduciary duty involving
                  personal profit;

                           (v) willfully violated any law, rule, or regulation,
                  or final cease and desist order (other than traffic violations
                  or similar offenses); or

                           (vi) engaged In other serious misconduct of such a
                  nature that the continued employment or service of the
                  Optionee may reasonably be expected to affect the "Ameripath
                  Group" (as defined in Section 13(e) hereof) adversely.

         (f) Disability. If an Optionee becomes disabled (within the meaning of
Section 22(e)(3) of the Code) during his or her employment by or service with
the Company and, prior to the expiration date fixed for his or her Option, his
or her employment or service is terminated as a consequence of such disability,
such Option may be exercised, to the extent of the number of shares with respect
to which the Optionee could have exercised it on the date of such termination,
or to any greater extent permitted by the Committee, by the Optionee at any time
prior to the earlier of (i) the expiration date specified in such Option, or
(ii) three months after the date of such termination (unless the Option
Agreement provides a later expiration date in the case of such a termination).
In the event of the Optionee's legal disability, such Option may be exercised by
the Optionee's legal representative.

         (g) Death. If an Optionee dies during his or her employment by or
service with the Company, and prior to the expiration date fixed for his or her
Option, or if an Optionee whose employment or service is terminated for any
reason, dies following his or her termination of employment or service but prior
to the earlier of (i) the expiration date fixed for his or her Option, or (ii)
the expiration of the period determined under subsections (e) and (f) above
(including any extension of such period provided in the Option Agreement), such
Option may be exercised, to the extent of the number of shares with respect to
which the Optionee could have exercised it on the date of his or her death, or
to any greater extent permitted by the Committee, by the Optionee's estate,
personal representative, or beneficiary who acquired the right to exercise such
Option by bequest or inheritance or by reason of the death of the Optionee. Such
post-death exercise may occur at any time prior to the earlier of (i) the
expiration date specified in such Option, or (ii) three months after the date of
the Optionee's death (unless the Option Agreement provides a later expiration
date In the case of death).

         (h) Non-transferability; Registration. No ISO and (except as otherwise
provided in any Option Agreement) no NQSO shall be assignable or transferable by
the Optionee other than by will or by the laws of descent and distribution, and
(subject to the preceding clause) during the lifetime of the Optionee shall be
exercisable only by him or her or by his or her guardian or legal
representative. If the Optionee is married at the time of exercise and if the
Optionee so requests at the time of exercise, the certificate or certificates
shall be registered in the name of the Optionee and the Optionee's spouse,
jointly, with right of survivorship.

<PAGE>

         (i) Rights as a Shareholder. An Optionee shall have no rights as a
shareholder with respect to any shares covered by his or her Option until the
issuance of a stock certificate to him or her for such shares.

         (j) More-Than-Ten-Percent Shareholder. If the Key Employee owns more
than 10 percent of the total combined voting power of all shares of stock of the
Company or of a Related Corporation (after applying the attribution rules of
Section 424(d) of the Code) at the time an ISO is granted to him or her, the
Option price for the ISO shall be not less than 110 percent of the fair market
value (as determined under subsection (b) above) of the optioned shares of
Common Stock on the date the ISO is granted, and such ISO, by its terms, shall
not be exercisable after the expiration of five years from the date the ISO is
granted. The conditions set forth in this subsection shall not apply to NQSOs.

         (k) Listing and Registration of Shares. Each Option shall be subject to
the requirement that, if at any time the Committee shall determine, in its
discretion, that the listing, registration, or qualification of the shares of
Common Stock covered thereby upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such Option or the purchase of shares of Common Stock thereunder, or that action
by the Company or by the Optionee should be taken in order to obtain an
exemption from any such requirement, no such Option may be exercised, in whole
or in part, unless and until such listing, registration, qualification, consent,
approval, or action shall have been effected, obtained, or taken under
conditions acceptable to the Committee. Without limiting the generality of the
foregoing, each Optionee or his or her legal representative or beneficiary may
also be required to give satisfactory assurance that such person is an eligible
purchaser under applicable securities laws, and that the shares purchased upon
exercise of an Option are being purchased for investment and not with a view to
distribution; certificates representing such shares may be legended accordingly.

         (l) Withholding and Use of Shares to Satisfy Tax Obligations. The
obligation of the Company to deliver shares of Common Stock upon the exercise of
any Option (or cash in lieu thereof) shall be subject to applicable federal,
state, and local tax withholding requirements. The Committee shall adopt such
withholding rules as it deems necessary to carry out the provisions of this
subsection.

       8. Option Agreements -- Other Provisions. Options granted under the Plan
shall be evidenced by written documents ("Option Agreements") in such form as
the Committee shall from time to time approve, and containing such provisions
not inconsistent with the provisions of the Plan (and, for ISOs granted pursuant
to the Plan, not inconsistent with Section 422(b) of the Code), as the Committee
shall deem advisable. The Option Agreements shall specify whether the Options is
an ISO or NQSO. Each Optionee shall enter into, and be bound by, an Option
Agreement as soon as practicable after the grant of an Option.

       9. Capital Adjustments. The number of shares which may be issued under
the Plan, and the maximum number of shares with respect to which Options may be
granted to any Key Employee under the Plan, both as stated in Section 4 hereof,
and the number of shares issuable upon exercise of outstanding Options under the
Plan (as well as the Option price per share under such outstanding Options)
shall, subject to the provisions of Section 424(a) of the Code, be adjusted as
may be deemed appropriate by the Committee, to reflect any stock dividend, stock
split, share combination, or similar change in the capitalization of the
Company. In the event any such change in capitalization cannot be reflected in a
straight mathematical adjustment of the number of shares issuable upon the
exercise of outstanding Options (and a straight mathematical adjustment of the
exercise price thereof), the Committee shall make such adjustments as are
appropriate to reflect most nearly such straight mathematical adjustment. Such
adjustments shall be made only as necessary to maintain the proportionate
interest of Optionees, and preserve, without exceeding, the value of Options.

       10. Certain Corporate Transactions. In the event of a corporate
transaction such as, for example, a merger, consolidation, acquisition of
property or stock, separation, reorganization, or liquidation, each outstanding
Option shall be assumed by the surviving or successor corporation; provided,
however, that, in the event of a proposed corporate transaction, the Committee
may terminate all or a portion of the outstanding Options, effective upon the
closing of the corporate transaction, if It determines that such termination is
in the best interests of the Company. If the Committee decides so to terminate
outstanding Options, the Committee shall give each Optionee

<PAGE>

holding an Option to be terminated not less than seven days' notice prior to any
such termination, and any Option which is to be so terminated may be exercised
(if and only to the extent that it is then exercisable) up to, and including the
time of such termination. Further, as provided in Section 7(d) hereof, the
Committee, in its discretion, may accelerate, in whole or in part, the date on
which any or all Options become exercisable.

                  The Committee also may, in its discretion, change the terms of
any outstanding Option to reflect any such corporate transaction, provided that,
in the case of ISOs, such change would not constitute a "modification" under
Section 424(h) of the Code, unless the Key Employee consents to the change.

       11. Exercise Upon Change in Control.

         (a) Notwithstanding any other provision of this Plan, but subject to
subsection (c) below, all outstanding Options shall become fully vested and
exercisable upon a Change in Control, except to the extent the Option Agreement
provides otherwise. After a Change in Control, any shares of Common Stock issued
(either before or after the Change in Control) pursuant to the exercise of
Options that were granted under this Plan shall not be subject to the
restrictions of Sections 13, 14, and 15.

         (b) "Change in Control" shall be deemed to have taken place if -

                           (i) any person or entity, including a "group" (within
                  the meaning of Rule 13d-1 under the Exchange Act), but
                  excluding Questor Partners Fund, L.P., any affiliate of such
                  Fund, and any group of which either such Fund or any affiliate
                  may be a member, becomes the beneficial owner of shares of the
                  Company having 50 percent or more of the total number of votes
                  that may be cast for the election of directors of the Company;
                  or

                           (ii) thirty percent or more of the common shares of
                  the Company is sold to the public in a firm commitment
                  underwritten public offering pursuant to an effective
                  registration statement (other than a registration statement on
                  Form S-4, S-8, or any similar form) filed under the Securities
                  Act of 1933, as amended (the "Act"), which results in an
                  active trading market in such common shares (e.g., such common
                  shares are listed on a national securities exchange or on
                  NASDAQ).

         (c) The exercise of an Option shall be accelerated under subsection (a)
above only to the extent the amount includible in the Optionee's gross income
for federal income tax purposes as a result of such accelerated exercise (or, in
the case of an ISO, the amount that would be so includible upon a disqualifying
disposition of the shares so acquired), does not, either alone or together with
other payments and benefits the Optionee has the right to receive from the
Company, constitute a "parachute payment" under Section 280G of the Code. If
necessary, the acceleration shall be limited, in a manner determined by the
Optionee, in order not to violate the foregoing rule. Notwithstanding the
foregoing, the restrictions set forth in this subsection shall be inapplicable
if (i) before the Change in Control, no stock in the Company is readily
tradeable on an established securities market or otherwise, and (ii) the
accelerated exercise is approved by the persons who own, immediately before the
Change in Control, more than 75 percent of the voting power of all the
outstanding stock of the Company.

       12. Amendment or Termination of the Plan.

         (a) In General. The Board, pursuant to a written resolution, from time
to time may suspend or terminate the Plan or amend it, and the Committee may
amend any outstanding Options in any respect whatsoever; except that, without
the approval of the shareholders (given in the manner set forth in subsection
(b) below)--

                           (i) no amendment may be made which would -

                           (A) change the class of employees  eligible to
         participate in the Plan with respect to ISOs;

<PAGE>

                           (B) except as permitted under Section 9 hereof,
         Increase the maximum number of shares of Common Stock with respect to
         which ISOs may be granted under the Plan; or

                           (C) extend the duration of the Plan under Section 22
         hereof with respect to any lSOs granted hereunder.

                           (ii) on and after the Offering Date, no amendment may
                  be mode which would constitute a modification of the material
                  terms of the "performance goal," within the meaning of Treas.
                  Reg.ss.1.162-27(e)(4)(vi) or any successor thereto (to the
                  extent compliance with Section 162(m) of the Code is desired).

         Notwithstanding the foregoing, no such suspension, discontinuance, or
amendment shall materially impair the rights of any holder of an outstanding
Option without the consent of such holder.

         (b) Manner of Shareholder Approval. The approval of shareholders must
comply with all applicable provisions of the corporate charter and bylaws of the
Company, and applicable state law prescribing the method and degree. of
shareholder approval required for the issuance of corporate stock or options.


       13. Company's Right to Repurchase Common Stock. Any shares of Common
Stock issued pursuant to the exercise of Options under this Plan shall be
subject to this Section until the earliest to occur of (i) the dissolution of
the Company, (ii) the Company's initial underwritten public offering ("IPO") of
Common Stock registered under the Act, or (iii) a Change in Control. Common
Stock certificates issued on exercise of an Option may include a legend setting
forth restrictions on transfer and any other legend required by the Committee.

         (a) Termination of Employment or Service or Bankruptcy. Upon
termination of an Optionee's employment by or service with the "Ameripath Group"
(as defined below) for any reason or upon the adjudication of the Optionee as
bankrupt, the taking of any voluntary action by the Optionee or any involuntary
action against the Optionee seeking an adjudication of the Optionee as bankrupt,
or the seeking of any relief by or against the Optionee under any provision of
the Bankruptcy Code (collectively, "Bankruptcy"), the Company shall have the
right, but not the obligation, to purchase all, or any whole number of shares
less than all, of the shares of Common Stock then owned by the Optionee or the
Optionee's "Estate" (as defined below) (the "Repurchase Right"). The Repurchase
Right shall not be available during the six-month period after the Optionee
purchases such shares. The per share purchase price of the shares pursuant to
the Repurchase Right shall be the fair market value (as defined In Section 7(b))
as of the end of the last calendar quarter immediately preceding the earlier of
the date of the Optionee's termination of employment or service or Bankruptcy
(provided, however, that if the six-month period after the Optionee purchased
such shares has not yet elapsed at such valuation time, the fair market value
shall be determined as of the end of the calendar quarter in which such
six-month period ends). The Repurchase Right shall expire 90 calendar days after
the Optionee or the Optionee's Estate has given the Company notice of the
Optionee or the Optionee's Estate's desire to have the Company repurchase shares
of Common Stock then owned by the Optionee or the Optionee's Estate, unless the
Company has given written notice to the Optionee or the Optionee's Estate of its
exercise of the Repurchase Right prior to the expiration of such 90-day period.

         (b) Assignment. The Company may assign all or any portion of its
Repurchase Right under this Section to one or more persons (each an
"Assignee" and collectively the "Assignees").

         (c) Closing. Closing with respect to the Repurchase Right shall take
place at the principal office of the "Employer" (as defined below) within 45
days of the Company's receipt or delivery of written notice of the Optionee's
termination of employment or service or Bankruptcy.

         (d) Tender Requirements at Closing. At the closing, the Optionee or the
Optionee's Estate shall present to the Company and/or its Assignee(s), as the
case may be, share certificates for all shares of Common Stock to be acquired,
such share certificates to be in proper form for transfer. Such shares of Common
Stock shall be transferred free of all liens and encumbrances or adverse claims
of any kind or character. The Company and/or its Assignee(s), upon receipt of a
proper tender from the Optionee or the Optionee's Estate, shall tender payment
of the purchase price in cash or by official bank check (or such other form of
consideration as may be mutually agreed

<PAGE>

upon by the parties). Anything herein to the contrary notwithstanding, it is
acknowledged by each Optionee that the Company may be restricted from tendering
payment of the purchase price in cash or otherwise as a result of limitations
under applicable law or under agreements to which the Company is a party. In
such event, the Company shall have the option to make payment in the form of a
subordinated note or through other means as may be permissible or otherwise
defer payment of the purchase price to the earliest date upon which such
limitations no longer apply.

         (e) Definitions. For purposes of this Section, the terms hereinafter
set forth shall have the following definitions unless otherwise specifically
stated.

                           (i) Employer. The term "Employer" shall mean the
                  member of the Ameripath Group that employs the Optionee at any
                  particular time.

                           (ii) Estate. The term "Estate" shall mean and include
                  the deceased Optionee's executor, administrator or similar
                  personal representative (if one has qualified and is then
                  acting), and the Optionee's surviving spouse, heirs,
                  beneficiaries, devisees, and legatees to the extent, if any,
                  that their action is required in order to effect a full and
                  complete transfer of the deceased Optionee's shares pursuant
                  to the terms of this Plan. The general agent of the persons
                  and entities comprising an Optionee's Estate shall be the
                  Optionee's duly appointed and qualified personal
                  representative, executor or administrator, or his or her
                  surviving spouse where no such representative is appointed,
                  and all notices and communications hereunder shall be effected
                  to and through such general agent.

                           (iii) Ameripath Group. The term "Ameripath Group"
                  shall mean any Related Corporation and the entities
                  controlling, controlled by, or under common control with such
                  Related Corporation.

       14. Restrictions on the Transferability of Common Stock. An Optionee and
his or her beneficiaries shall not sell or otherwise transfer, or pledge or
otherwise encumber (collectively "Transfer"), whether voluntarily or by
operation of law, any shares of Common Stock owned by him or her, whether or not
issued pursuant to the exercise of Options that were granted under this Plan,
except in accordance with the terms and conditions of this Section until the
earliest to occur of (i) the dissolution of the Company, (ii) the Company's IPO
of Common Stock registered under the Act, or (iii) a Change in Control. Any
Transfer in violation of this Section shall be null and void and of no force and
effect. An Optionee (or, if applicable, beneficiary) shall be entitled to
Transfer Common Stock only at the time and to the extent provided below:

         (a) Transfers with Consent. A transfer or disposition may be made if
approved by the Company, subject to paragraph (d) below.

         (b) Transfers to Family Members. Subject to paragraph (d) below, each
Optionee shall be permitted to transfer (whether by purchase, assignment, gift,
bequest, devise, levy, execution, or other means of transfer) all or any portion
of his or her shares of Common Stock to (i) his or her spouse or any lineal
descendant, (ii) any custodian, guardian, or other representative for his or her
spouse or any lineal descendant, and/or (iii) the trustee of any trust created
for the benefit of the Optionee, his or her spouse and/or lineal descendants
(collectively the "Permitted Family Transferees"), provided that each and every
such Permitted Family Transferee executes a written acknowledgment satisfactory
in form and substance to the Company that (i) all shares of Common Stock held by
the Permitted Family Transferee will, notwithstanding the transfer to such
Permitted Family Transferee, be deemed for all purposes of this Plan to be owned
by the transferring Optionee, and (ii) he, she, or it agrees to be bound by all
of the terms of this Plan.

         (c) Transfers Under Other Sections. Subject to paragraph (d) below, a
transfer may be made pursuant to the provisions of Section 13.

         (d) General Restrictions on Transferability. Upon the exercise of
Options under this Plan, each Optionee shall acknowledge his or her
understanding that he or she must bear the economic risk of the shares of

<PAGE>

Common Stock acquired through such exercise for an indefinite period of time
because (i) shares of Common Stock issued under the Plan will not be registered
under the Act and applicable state securities laws; (ii) except as otherwise set
forth herein, the shares of Common Stock may not be sold, transferred, pledged,
or otherwise disposed of without the consent of the Company and an opinion of
counsel for or satisfactory to the Company that registration under the Act or
any applicable state securities laws is not required; (iii) the Company neither
has an obligation to register the shares of Common Stock issued under the Plan
nor has agreed to do so in the future; (iv) the exemption provided in Rule 144
under the Act is not presently available for the resale of any shares of Common
Stock, and there is no assurance that such exemption will be available at any
time in the future with respect to any proposed transfer of shares of Common
Stock; and (v) the Company is under no obligation to perfect any exemption for
resale of shares of Common Stock. Each Optionee shall also acknowledge his or
her understanding that transfers of shares of Common Stock issued under this
Plan will be subject to the limitations set forth elsewhere in this Plan.

       15. Other Restrictions on the Common Stock.

         (a) (intentionally omitted)

         (b) Lock-Up. By exercising Options under this Plan, each Optionee
thereby agrees to execute and deliver a customary "lock-up" agreement,
restricting the transfer of such Optionee's shares of Common Stock, whether or
not acquired upon exercise of Options under this Plan, for not more than 180
days, in connection with an IPO and each other underwritten public offering of
the Company's securities.

       16. Legend. All certificates representing shares of Common Stock issued
to Optionees pursuant to the exercise of Options under this Plan shall bear the
following legend with respect to the restrictions imposed on the Common Stock
pursuant to Sections 13, 14, and 15. On the face of each such certificate there
shall appear the following statement:

                  "SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                  RESTRICTIONS. SEE REVERSE SIDE."

On the reverse side of each such certificate, the following statement shall
appear:

                  "RESTRICTIONS ON THE RIGHT TO OWN OR TRANSFER THE SHARES OF
                  COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN IMPOSED
                  PURSUANT TO THE AMENDED AND RESTATED AMERIPATH, INC. 1998
                  STOCK OPTION PLAN. THE COMPANY SHALL FURNISH THE HOLDER HEREOF
                  A COPY OF SUCH PLAN WITHOUT CHARGE UPON WRITTEN REQUEST TO THE
                  COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED
                  OFFICE."

       17. Rights. Neither the adoption of the Plan nor any action of the Board
or the Committee shall be deemed to give any individual any right to be granted
an Option, or any other right hereunder, unless and until the Committee shall
have granted such individual an Option, and then his or her rights shall be only
such as are provided by the Option Agreement. Notwithstanding any provisions of
the Plan or the Option Agreement with an Optionee, the Company or any Related
Corporation shall have the right, in its discretion but subject to any
employment or service contract entered into with the Optionee, to retire the
Optionee at any time pursuant to its retirement rules or otherwise to terminate
his or her employment or service at any time for any reason whatsoever.

       18. Indemnification of Board and Committees. Without limiting any other
rights of indemnification which they may have from the Company and any Related
Corporation, the members of the Board and the members of the Committee shall be
indemnified by the Company against all costs and expenses reasonably incurred by
them in connection with any claim, action, suit, or proceeding to which they or
any of them may be a party by reason of any action taken or failure to act
under, or in connection with, the Plan, or any Option granted thereunder, and

<PAGE>

against all amounts paid by them in settlement thereof (provided such settlement
is approved by legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit, or proceeding, except a
judgment based upon a finding of willful misconduct or recklessness on their
part. Upon the making or institution of any such claim, action, suit, or
proceeding, the Board or Committee member shall notify the Company in writing,
giving the Company an opportunity, at its own expense, to handle and defend the
same before such Board or Committee member undertakes to handle it on his or her
own behalf. The provisions of this Section shall not give members of the Board
or the Committee greater rights than they would have under the Company's by-laws
or Delaware law.

       19. Application of Funds. Any cash received in payment for shares upon
exercise of en Option shall be added to the general funds of the Company.


       20. Effective Date. This Plan first became effective on April 14, 1999
(the date the Plan was adopted by the Board of Pathsource), and the Plan, as
amended and restated herein shall be effective as of November 30, 2000.


       21. No Obligation to Exercise Option. The granting of an Option shall
impose no obligation upon an Optionee to exercise such Option.

       22. Termination of Plan. Unless earlier terminated as provided in the
Plan, the Plan and all authority granted hereunder shall terminate absolutely at
12:00 midnight on April 13, 2009, and no Options hereunder shall be granted
thereafter. Nothing contained in this Section, however, shall terminate or
affect the continued existence of rights created under Options issued hereunder
and outstanding on the date set forth in the preceding sentence, which by their
terms extend beyond such date.

       23. Governing Law. The Plan shall be governed by the applicable Code
provisions to the maximum extent possible. Otherwise, the laws of the State of
Delaware shall govern the operation of, and the rights of Optionees under, the
Plan, and Options granted thereunder.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>



                                  EXHIBIT 23.1


INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in this Registration Statement of
AmeriPath, Inc. on Form S-8 of our report dated February 22, 2000, appearing in
the Annual Report on Form 10-K of AmeriPath, Inc. for the year ended
December 31, 1999.

DELOITTE & TOUCHE LLP



Fort Lauderdale, Florida
December 6, 2000
</TEXT>
</DOCUMENT>
</SUBMISSION>
