
                                                                     EXHIBIT 2.2

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

                          AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                                AMERIPATH, INC.

                               AMP MERGER CORP.,

                                      AND

                     PATHOLOGY CONSULTANTS OF AMERICA, INC.
                               (D/B/A INFORM DX)

                          Dated as of November 7, 2000

  ===========================================================================
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       PAGE
<S>                                                                                                    <C>
ARTICLE 1   TRANSACTIONS AND TERMS OF MERGER...........................................................   1
- ---------   --------------------------------
       1.1  Merger.....................................................................................   1
       ---  ------
       1.2  Time and Place of Closing..................................................................   2
       ---  -------------------------
       1.3  Effective Time.............................................................................   2
       ---  --------------
ARTICLE 2   TERMS OF MERGER............................................................................   2
- ---------   ---------------
       2.1  Charter....................................................................................   2
       ---  ------
       2.2  Bylaws.....................................................................................   2
       ---  ------
       2.3  Officers and Directors.....................................................................   2
       ---  ----------------------
       2.4  Tax-Free Reorganization....................................................................   2
       ---  -----------------------
       2.5  Pooling Treatment..........................................................................   2
       ---  -----------------
ARTICLE 3   MANNER OF CONVERTING SHARES................................................................   2
- ---------   ---------------------------
       3.1  Conversion of Shares.......................................................................   2
       ---  --------------------
       3.2  Anti-Dilution Provisions...................................................................   3
       ---  ------------------------
       3.3  Shares Held by the Company.................................................................   3
       ---  --------------------------
       3.4  Fractional Shares..........................................................................   3
       ---  -----------------
       3.5  Conversion of Stock Options and Warrants...................................................   3
       ---  ----------------------------------------
       3.6  Dissenting Stockholders....................................................................   5
       ---  -----------------------
       3.7  Escrow; Shareholders' Representative.......................................................   5
       ---  ------------------------------------
ARTICLE 4   EXCHANGE OF SHARES.........................................................................   6
- ---------   ------------------
       4.1  Deposit of Certificates with Transfer Agent................................................   6
       ---  -------------------------------------------
       4.2  Exchange Procedures........................................................................   6
       ---  -------------------
       4.3  Distributions with Respect to Unexchanged Shares...........................................   7
       ---  ------------------------------------------------
       4.4  Rights of Former IDX Owners................................................................   7
       ---  ---------------------------
       4.5  No Fractional Shares.......................................................................   7
       ---  --------------------
       4.6  Termination of Exchange Fund...............................................................   7
       ---  ----------------------------
       4.7  No Liability...............................................................................   8
       ---  ------------
       4.8  Investment of Exchange Fund................................................................   8
       ---  ---------------------------
       4.9  Lost Certificates..........................................................................   8
       ---  -----------------
      4.10  Withholding Rights.........................................................................   8
       ---  ------------------
      4.11  Further Assurances.........................................................................   8
       ---  ------------------
ARTICLE 5   SHAREHOLDER APPROVAL BOARD OF DIRECTORS RECOMMENDATION; INVESTMENT REPRESENTATION LETTERS..   8
- ---------   -----------------------------------------------------------------------------------------
       5.1  Shareholder Approval.......................................................................   8
       ---  --------------------
       5.2  Board of Directors Recommendation..........................................................   9
       ---  ---------------------------------
</TABLE>

                                       i
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<TABLE>
<S>                                                                                                       <C>
       5.3  Additional Investment Representation Letters...............................................   9
       ---  --------------------------------------------
ARTICLE 6   REPRESENTATIONS AND WARRANTIES OF IDX......................................................   9
- ---------   -------------------------------------
       6.1  Organization, Authority and Capacity.......................................................   9
       ---  ------------------------------------
       6.2  Authorization and Validity.................................................................  10
       ---  --------------------------
       6.3  Absence of Conflicting Agreements or Required Consents.....................................  10
       ---  ------------------------------------------------------
       6.4  Governing Documents of the Company.........................................................  10
       ---  ----------------------------------
       6.5  Outstanding and Authorized Capitalization (IDX, Subsidiaries)..............................  11
       ---  ------------------------------------------------------------
       6.6  Affiliated Practices; Management and Affiliation Contracts.................................  12
       ---  ----------------------------------------------------------
       6.7  Financial Statements.......................................................................  13
       ---  --------------------
       6.8  Absence of Changes.........................................................................  14
       ---  ------------------
       6.9  No Undisclosed Liabilities.................................................................  16
       ---  --------------------------
      6.10  Litigation, etc............................................................................  16
       ---  ---------------
      6.11  No Violation of Law........................................................................  17
      ----  -------------------
      6.12  Real and Personal Property.................................................................  17
      ----  --------------------------
      6.13  Contracts and Commitments..................................................................  18
      ----  -------------------------
      6.14  Employment and Labor Matters...............................................................  19
      ----  ----------------------------
      6.15  Employee Benefit Matters...................................................................  20
      ----  ------------------------
      6.16  Insurance Policies.........................................................................  22
      ----  ------------------
      6.17  Environmental Matters......................................................................  23
      ----  ---------------------
      6.18  Accounts Receivable and Payable............................................................  23
      ----  -------------------------------
      6.19  Taxes......................................................................................  24
      ----  -----
      6.20  Licenses, Authorizations and Provider Programs.............................................  26
      ----  ----------------------------------------------
      6.21  Inspections and Investigations.............................................................  28
      ----  ------------------------------
      6.22  Certain Relationships......................................................................  29
      ----  ---------------------
      6.23  Health Care Laws and Regulations...........................................................  30
      ----  --------------------------------
      6.24  Interested Transactions....................................................................  31
      ----  -----------------------
      6.25  Intellectual Property......................................................................  31
      ----  ---------------------
      6.26  Rights Plan................................................................................  33
      ----  -----------
      6.27  Lack of Ownership of AMP Common Stock......................................................  33
      ----  -------------------------------------
      6.28  Opinion of Financial Advisor...............................................................  33
      ----  ----------------------------
      6.29  Required Vote of Company Shareholders......................................................  33
      ----  -------------------------------------
      6.30  Pooling of Interests; Section 368 Reorganization...........................................  34
      ----  ------------------------------------------------
      6.31  DVD Transaction and Prior Transactions.....................................................  34
      ----  --------------------------------------
      6.32  Takeover Statutes..........................................................................  34
      ----  -----------------
</TABLE>

                                      ii
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<TABLE>
<S>                                                                                                      <C>
      6.33  Accredited Investor Status.................................................................  34
      ----  --------------------------
      6.34  Brokerage..................................................................................  34
      ----  ---------
      6.35  Distribution of Proxy Statement............................................................  34
      ----  -------------------------------
      6.36  Statements True and Correct................................................................  35
      ---   ---------------------------
ARTICLE 7   REPRESENTATIONS AND WARRANTIES OF AMP AND MERGER CORP......................................  35
- ---------   -----------------------------------------------------
       7.1  Organization, Authority and Capacity.......................................................  35
       ---  ------------------------------------
       7.2  Authorization and Validity.................................................................  35
       ---  --------------------------
       7.3  Absence of Conflicting Agreements or Required Consents.....................................  36
       ---  ------------------------------------------------------
       7.4  Governing Documents........................................................................  36
       ---  -------------------
       7.5  Outstanding and Authorized Capitalization..................................................  36
       ---  -----------------------------------------
       7.6  Reports and Financial Statements...........................................................  37
       ---  --------------------------------
       7.7  Absence of Changes.........................................................................  37
       ---  ------------------
       7.8  No Undisclosed Liabilities.................................................................  37
       ---  --------------------------
       7.9  No Violation of Law........................................................................  37
       ---  -------------------
      7.10  Pooling of Interests; Section 368 Reorganization...........................................  37
      ----  ------------------------------------------------
      7.11  Disclosure.................................................................................  38
      ----  ----------
      7.12  Brokerage..................................................................................  38
      ----  ---------
      7.13  Litigation, etc............................................................................  38
      ----  ---------------
      7.14  Inspections and Investigations.............................................................  38
      ----  ------------------------------
      7.15  Health Care Laws and Regulations...........................................................  39
      ----  --------------------------------
      7.16  Statements True and Correct................................................................  40
      ----  ---------------------------
ARTICLE 8   ADDITIONAL AGREEMENTS......................................................................  40
- ---------   ---------------------
       8.1  Access to Information; Prohibition on Insider Trading......................................  40
       ---  -----------------------------------------------------
       8.2  No Solicitation; Acquisition Proposals.....................................................  40
       ---  --------------------------------------
       8.3  Affirmative Covenants of the Company Entities..............................................  41
       ---  ---------------------------------------------
       8.4  Negative Covenants of the Company Entities.................................................  43
       ---  ------------------------------------------
       8.5  Affirmative Covenants of AMP...............................................................  45
       ---  ----------------------------
       8.6  Negative Covenants of AMP..................................................................  45
       ---  -------------------------
       8.7  Confidentiality, Public Announcements......................................................  46
       ---  -------------------------------------
       8.8  Accounting and Tax Treatment...............................................................  46
       ---  ----------------------------
       8.9  Filings with State Offices.................................................................  46
       ---  --------------------------
      8.10  Agreement as to Efforts to Consummate......................................................  46
      ----  -------------------------------------
      8.11  Reports....................................................................................  47
      ----  -------
      8.12  Applications; Antitrust Notification.......................................................  47
      ----  -------------------------------------
</TABLE>

                                      iii
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<TABLE>
<S>                                                                                                      <C>
      8.13  Issuance of Shares; Shareholder Approval...................................................  47
      ----  ---------------------------------------
      8.14  Affiliate Agreements.......................................................................  49
      ----  --------------------
      8.15  Registration of Shares.....................................................................  49
      ----  ----------------------
      8.16  Availability of Rule 144 Information.......................................................  49
      ----  ------------------------------------
      8.17  Closing Working Capital; Pre-Closing Balance Sheet.........................................  49
      ----  --------------------------------------------------
      8.18  Benefit Plans..............................................................................  51
      ----  -------------
      8.19  Indemnification of IDX Officers and Directors..............................................  52
      ----  ---------------------------------------------

ARTICLE 9   CONDITIONS TO OBLIGATIONS OF AMP AND MERGER CORP...........................................  52
- ----------  ------------------------------------------------
       9.1  Representations and Warranties.............................................................  52
       ---  ------------------------------
       9.2  Performance; Covenants.....................................................................  53
       ---  ----------------------
       9.3  No Material Adverse Change.................................................................  53
       ---  --------------------------
       9.4  No Injunction, Etc.........................................................................  53
       ---  ------------------
       9.5  Legal Opinions.............................................................................  54
       ---  --------------
       9.6  Pooling-of-Interests.......................................................................  54
       ---  --------------------
       9.7  Affiliate Agreements.......................................................................  54
       ---  --------------------
       9.8  Management Employment Agreements; Termination of Severance Agreements......................  54
       ---  ---------------------------------------------------------------------
       9.9  Investment Representation Letters..........................................................  54
       ---  ---------------------------------
      9.10  IDX Shareholder Approval...................................................................  54
      ----  ------------------------
      9.11  [intentionally omitted]....................................................................  54
      ----  -----------------------
      9.12  Articles of Merger.........................................................................  54
      ----  ------------------
      9.13  Consent of Lender; Other Required Consents.................................................  55
      ----  ------------------------------------------
      9.14  Compliance with Securities Laws............................................................  55
      ----  -------------------------------
      9.15  Escrow Agreement...........................................................................  55
      ----  ----------------
      9.16  Pay-off Letter.............................................................................  55
      ----  --------------
      9.17  [intentionally omitted]....................................................................  55
      ----  -----------------------
      9.18  Required Subordination Agreements..........................................................  55
      ----  ---------------------------------
      9.19  IDX Pre-Closing Balance Sheet..............................................................  55
      ----  -----------------------------
      9.20  Amendment of Obligations to Issue Stock....................................................  55
      ----  ---------------------------------------

ARTICLE 10  CONDITIONS TO OBLIGATIONS OF THE COMPANY...................................................  56
- ----------  ----------------------------------------
      10.1  Representations and Warranties.............................................................  56
      ----  ------------------------------
      10.2  Performance; Covenants.....................................................................  56
      ----  ----------------------
      10.3  Necessary Consents and Approvals...........................................................  56
      ----  --------------------------------
      10.4  No Material Adverse Change.................................................................  56
      ----  --------------------------
      10.5  No Injunction, Etc.........................................................................  56
      ----  ------------------
</TABLE>

                                      iv
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<TABLE>
<S>                                                                                                      <C>
      10.6   Stockholder Approval......................................................................  57
      ----   --------------------
      10.7   Articles of Merger........................................................................  57
      ----   ------------------
      10.8   Tax-Free Merger...........................................................................  57
      ----   ---------------
      10.9   Registration Rights Agreement.............................................................  57
      ----   -----------------------------
      10.10  Legal Opinion.............................................................................  57
      -----  -------------
      10.11  Nasdaq Listing............................................................................  57
      -----  --------------
ARTICLE 11     TERMINATION.............................................................................  57
- ----------     -----------
      11.1  Right of Termination.......................................................................  57
      ----  --------------------
      11.2  Effect of Termination......................................................................  59
      ----  ---------------------
      11.3  Certain Termination Fees...................................................................  59
      ----  ------------------------
ARTICLE 12     SURVIVAL OF TERMS; INDEMNIFICATION......................................................  61
- ----------     ----------------------------------
      12.1  Survival...................................................................................  61
      ----  --------
      12.2  Indemnification by IDX.....................................................................  61
      ----  ----------------------
      12.3  Indemnification by AMP.....................................................................  61
      ----  ----------------------
      12.4  Third-Party Claims.........................................................................  61
      ----  ------------------
      12.5  Indemnification for Prior Acts.............................................................  63
      ----  ------------------------------
      12.6  Limitations on Indemnification.............................................................  63
      ----  ------------------------------
ARTICLE 13     CERTAIN DEFINITIONS.....................................................................  64
- ----------     -------------------
ARTICLE 14     MISCELLANEOUS PROVISIONS................................................................  69
- ----------     ------------------------
      14.1  Notices....................................................................................  69
      ----  -------
      14.2  Expenses...................................................................................  70
      ----  --------
      14.3  Further Assurances.........................................................................  70
      ----  ------------------
      14.4  Waiver.....................................................................................  70
      ----  ------
      14.5  Assignment.................................................................................  70
      ----  ----------
      14.6  Binding Effect.............................................................................  71
      ----  --------------
      14.7  Headings...................................................................................  71
      ----  --------
      14.8  Entire Agreement...........................................................................  71
      ----  ----------------
      14.9  Governing Law; Severability................................................................  71
      ----  ---------------------------
      14.10 Counterparts...............................................................................  71
      ----- ------------
      14.11 [intentionally omitted]....................................................................  71
      ----- -----------------------
      14.12 Schedules and Exhibits.....................................................................  71
      ----- ----------------------
      14.13 [intentionally omitted]....................................................................  71
      ----- -----------------------
      14.14 Enforcement of Agreement...................................................................  71
      ----- ------------------------
</TABLE>

                                       v
<PAGE>

                         AGREEMENT AND PLAN OF MERGER
                         ----------------------------

     THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of November
7, 2000, by and among AMERIPATH, INC., a Delaware corporation ("AMP), AMP MERGER
CORP., a Tennessee corporation ("Merger Corp"), and PATHOLOGY CONSULTANTS OF
AMERICA, INC., d/b/a Inform DX, a Tennessee corporation ("IDX" or the
"Company").

                                   Preamble
                                   --------

     The respective Boards of Directors of AMP, Merger Corp. and IDX have (i)
approved and have declared advisable the merger of Merger Corp. with and into
the IDX (the "Merger"), upon the terms and subject to the conditions set forth
herein and (ii) determined that the Merger and the other transactions
contemplated hereby are consistent with, and in furtherance of, their respective
business strategies and goals.

     Concurrently herewith and as a condition and inducement to AMP's
willingness to enter into this Agreement,  each Shareholder listed on Schedule
                                                                      --------
6.29 hereto (the "Signing Shareholders") has executed and delivered to AMP (i) a
- ----
voting agreement whereby such Voting Shareholder is agreeing to vote in favor of
the approval and adoption of this Agreement and the Merger (the "Voting
Agreement"), in the form attached hereto as Exhibit A, and (ii) an Investment
                                            ---------
Representation Letter in the form attached hereto as Exhibit B (and indicating
                                                     ---------
therein that such Shareholder is an Accredited Investor).

     The parties desire to make certain representations, warranties, covenants
and agreements in connection with the Merger and also to prescribe various
conditions to the Merger.

     For Federal income tax purposes, it is intended that the Merger will
qualify as a reorganization under the provisions of Section 368(a) of the Code,
and the parties to this Agreement intend to adopt this Agreement as a "plan of
reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the
United States Treasury Regulations.

     For financial accounting purposes, it is intended that the Merger will be
accounted for as a pooling of interests transaction.

     The AMP Common Stock to be issued to the Shareholders shall be "restricted"
stock that is not registered under the Securities Act.

     Certain terms used in this Agreement are defined in Article 13 of this
Agreement.

     NOW, THEREFORE, in consideration of the above and the mutual warranties,
representations, covenants and agreements set forth herein, the parties agree as
follows:

                                   ARTICLE 1
                       TRANSACTIONS AND TERMS OF MERGER
                       --------------------------------

     1.1  Merger.  Subject to the terms and conditions of this Agreement, at the
          ------
Effective Time, Merger Corp. shall be merged with and into IDX in accordance
with the applicable provisions of the Tennessee Business Corporation Act the
("TBCA"), and the separate corporate existence of Merger Corp shall thereupon
cease. IDX shall be the Surviving Corporation resulting from the Merger and
shall become a wholly owned Subsidiary of AMP and shall continue to be a
corporation organized under the

                                       1
<PAGE>

TBCA. The Merger shall be consummated pursuant to the terms of this Agreement,
which has been approved and adopted by the respective Boards of Directors of
IDX, Merger Corp. and AMP.

     1.2  Time and Place of Closing. The closing of the Merger (the "Closing")
          -------------------------
will take place at the offices of Greenberg Traurig, P.A., 515 E. Las Olas Blvd,
Ft. Lauderdale, Florida, on a date to be specified by the parties which shall be
promptly following (and no later than the third business day after) satisfaction
or waiver of the conditions set forth in Article 9 (other than those conditions
that by their nature are to be satisfied at the Closing, but subject to the
satisfaction or waiver of those conditions), or at such other time and date or
at such other place as may be mutually agreed upon by the Parties (such actual
date of Closing, the "Closing Date").

     1.3  Effective Time. Subject to the provisions of this Agreement, the
          --------------
parties shall file appropriate Articles of Merger executed in accordance with
the relevant provisions of the TBCA and the terms of this Agreement and shall
make all other filings or recordings required under the TBCA as soon as
practicable on or after the Closing Date. The Merger and other transactions
contemplated by this Agreement shall become effective on the date and at the
time the Articles of Merger reflecting the Merger shall become effective with
the Secretary of State of the State of Tennessee, or at such other time and date
as specified by IDX and Merger Corp. in the Articles of Merger (the "Effective
Time").

                                   ARTICLE 2
                                TERMS OF MERGER
                                ---------------

     2.1  Charter.  The Charter of IDX in effect immediately prior to the
          -------
Effective Time shall be the Charter of the Surviving Corporation until otherwise
amended.

     2.2  Bylaws.  The Bylaws of Merger Corp. in effect immediately prior to the
          ------
Effective Time shall be the Bylaws of the Surviving Corporation until otherwise
amended or repealed.

     2.3  Officers and Directors.  Until successors are duly elected or
          ----------------------
appointed and qualified, the directors and officers of the Surviving Corporation
shall be those individuals listed on Schedule 2.3.

     2.4  Tax-Free Reorganization.  For federal income tax purposes, the Merger
          -----------------------
is intended to constitute a reorganization within the meaning of Section 368 of
the Code. The parties to this Agreement hereby adopt this Agreement as a "plan
of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of
the United States Treasury Regulations.

     2.5  Pooling Treatment.  For financial accounting purposes, it is intended
          -----------------
that the Merger will be accounted for as a pooling of interests transaction.

                                   ARTICLE 3

                          MANNER OF CONVERTING SHARES
                          ---------------------------

     3.1  Conversion of Shares. Subject to the provisions of this Article 3, at
          --------------------
the Effective Time, by virtue of the Merger and without any action on the part
of the parties hereto or the shareholders of any of the parties, the shares of
the constituent corporations of the Merger shall be converted as follows:

                                       2
<PAGE>

          (a)  Each share of Merger Corp Common Stock issued and outstanding at
the Effective Time shall cease to be outstanding and shall (after giving effect
to Section 3.1(b) below) be converted into one share of IDX Common Stock.

          (b)  Subject to Section 3.6 hereof, each share of IDX Common Stock
issued and outstanding at the Effective Time (other than those held by
dissenters, which shall be addressed as provided in Section 3.6) shall be
converted into the right to receive 0.08243 shares of AMP Common Stock (the
"Exchange Ratio", subject, however, to adjustment of such Exchange Ratio as
 --------------
provided in Section 3.1(c) below, in which event the Exchange Ratio as so
adjusted shall be the Exchange Ratio for purposes of this Agreement including
this paragraph (b)) (such shares of AMP Common Stock to be issued under this
paragraph (b) are sometimes referred to herein as the "Merger Consideration").
                                                       --------------------
As of the Effective Time, all such shares of IDX Common Stock shall no longer be
outstanding and shall automatically be canceled and retired and shall cease to
exist, and each holder of a certificate representing any such shares of IDX
Common Stock shall cease to have any rights with respect thereto, excepting
solely the right to receive the Merger Consideration relating thereto.

          (c)  In the event that the Average Trading Price (as defined in
Article 13 below) is greater than $16.50 per share, then the Exchange Ratio
shall be computed as follows: the Exchange Ratio shall equal the product of (i)
0.08243, multiplied by (ii) a fraction, the numerator of which shall be $16.50
and the denominator of which shall be the Average Trading Price; provided,
however, that in no event shall the Exchange Ratio be less than 0.07328.

     3.2  Anti-Dilution Provisions. In the event AMP changes the number of
          ------------------------
shares of AMP Common Stock issued and outstanding prior to the Effective Time as
a result of any stock split, stock dividend, combination of shares or similar
recapitalization that affects all of the outstanding shares of AMP Common Stock
and the record date therefor or, if there is no record date, the effective date
thereof, shall be prior to the Effective Time, then the number of shares
constituting the Merger Consideration shall be appropriately and proportionately
increased or decreased to adjust therefor, as the case may be.

     3.3  Shares Held by the Company.  Each share of IDX Common Stock held in
          --------------------------
treasury by IDX, shall be canceled and retired at the Effective Time, and no
consideration shall be issued in exchange therefor.

     3.4  Fractional Shares. No certificates representing fractional shares of
          -----------------
AMP Common Stock will be issued as a result of the Merger. Any fractional share
interest to which a holder of shares of IDX Common Stock outstanding as of the
Effective Time would otherwise be entitled to receive hereunder shall be rounded
up to the nearest whole share if such fraction is 0.5 or greater and shall be
rounded down to the nearest whole share if such fraction is less than 0.5.

     3.5  Conversion of Stock Options and Warrants.
          ----------------------------------------

     (a)  Conversion of Stock Options.  All rights with respect to IDX Common
          ---------------------------
Stock pursuant to IDX Options that are outstanding at the Effective Time (the
"Assumed Options"), whether or not exercisable, shall be converted into and
 ---------------
become rights with respect to AMP Common Stock (based on the Exchange Ratio in
the Merger), and AMP shall assume the two option plans of IDX listed in Schedule
                                                                        --------
6.5 and the applicable option agreements thereunder pursuant to which the
- ---
Assumed Options have been issued, in accordance with the applicable terms of
such option plans and agreements, except that from and after the Effective Time,
(i) AMP and the Compensation Committee to be appointed by AMP shall be
substituted for IDX and the Committee of IDX's Board of Directors administering
such plans, (ii) each Assumed Option assumed by AMP may be exercised solely for
shares of AMP Common Stock, (iii) the

                                       3
<PAGE>

number of shares of AMP Common Stock subject to any such Assumed Option shall be
equal to the number of shares of IDX Common Stock subject to such Assumed Option
immediately prior to the Effective Time multiplied by the Exchange Ratio,
rounded down to the nearest whole number of shares, and (iv) the per share
exercise price under each such Assumed Option shall be adjusted by dividing the
per share exercise price under such Assumed Option by the Exchange Ratio and
rounding up to the nearest cent. In addition, notwithstanding the foregoing
clauses (iii) and (iv) of this Section 3.5, all Assumed Options shall be
adjusted as required by Section 424 of the Code and the regulations promulgated
thereunder, so as not to constitute a modification, extension or renewal of the
option, within the meaning of Section 424(h) of the Code. IDX and AMP agree to
take all necessary steps to effectuate the foregoing provisions of this
paragraph (a). At or prior to the Effective Time, AMP shall take all corporate
action necessary to reserve for issuance sufficient shares of AMP Common Stock
for delivery upon exercise of Assumed Options assumed by it in accordance with
this Section 3.5.

     (b)  [intentionally omitted]

     (c)  Conversion of Warrants.  At the Effective Time, all rights with
          ----------------------
respect to IDX Common Stock pursuant to IDX Warrants that are outstanding at the
Effective Time, whether or not exercisable, shall be converted into and become
rights with respect to AMP Common Stock, and AMP shall assume the applicable
warrant agreements pursuant to which the IDX Warrants have been issued, in
accordance with the applicable terms of such agreements, except that from and
after the Effective Time, (i) each IDX Warrant assumed by AMP may be exercised
solely for shares of AMP Common Stock, (ii) the number of shares of AMP Common
Stock subject to any such IDX Warrant shall be equal to the number of shares of
IDX Common Stock subject to such IDX Warrant immediately prior to the Effective
Time multiplied by the Exchange Ratio, rounded down to the nearest whole number
of shares, and (iii) the per share exercise price under each such IDX Warrant
shall be adjusted by dividing the per share exercise price under such IDX
Warrant by the Exchange Ratio and rounding up to the nearest cent.  IDX and AMP
agree to take all necessary steps to effectuate the foregoing provisions of this
paragraph (c).  At or prior to the Effective Time, AMP shall take all corporate
action necessary to reserve for issuance sufficient shares of AMP Common Stock
for delivery upon exercise of IDX Warrants assumed by it in accordance with this
paragraph (c).

     (d)  Registration of Options.  AMP shall, not later than 10 business days
          ------------------------
following the Effective Time, file a Registration Statement on Form S-8 with the
SEC to cause the registration under the Securities Act of the Assumed Options
assumed by AMP pursuant to this Section 3.5, and shall use reasonable efforts to
maintain the effectiveness of such Registration Statement for so long as such
Assumed Options remain outstanding and exerciseable.  In addition, AMP shall use
reasonable efforts to cause the AMP Common Stock subject to such Assumed Options
to be listed on the Nasdaq National Market.  Notwithstanding anything to the
contrary in this Agreement, AMP's assumption of the Assumed Options under this
Agreement shall not occur until (and none of the assumed IDX Options shall be
exerciseable until) the later of (i) the time of filing and effectiveness of
such Registration Statement with the SEC and (ii) three days following AMP's
mailing to the holders of such Assumed Options of the document(s) constituting
the prospectus relating to such S-8 Registration Statement (and AMP agrees to
make such mailing no later than the 10th business day following the Effective
Time).

     (e)  Conversion of Other Stock Rights.  At the Effective Time, all other
          --------------------------------
rights of any Person outstanding at the Effective Time to purchase or acquire
shares of IDX Common Stock from IDX or any other Company Entity (if any) that
are required to be disclosed in Schedule 6.5(a) (such rights are sometimes
referred to herein as the "IDX Stock Rights", but the IDX Stock Rights do not
                           ----------------
include (a) the IDX Options and IDX Warrants, and (b) the rights of AMP and
Merger Corp under this Agreement), shall be converted into and become rights to
purchase or acquire shares of AMP Common Stock pursuant

                                       4
<PAGE>

to the terms of such IDX Stock Rights, except that from and after the Effective
Time, (i) each IDX Stock Right shall apply only to the purchase or acquisition
of shares of AMP Common Stock (and not for the purchase or acquisition of any
securities of IDX or any of its Subsidiaries), (ii) the number of shares of AMP
Common Stock subject to any such IDX Stock Right shall be equal to the number of
shares of IDX Common Stock subject to such IDX Stock Right immediately prior to
the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest
whole number of shares, and (iii) the per share exercise or acquisition price
(if any) under each such IDX Stock Right shall be adjusted by dividing the per
share exercise or acquisition price under such IDX Stock Right by the Exchange
Ratio and rounding up to the nearest cent.

     3.6  Dissenting Stockholders. Pursuant to the Voting Agreement, each Voting
          -----------------------
Shareholder has agreed not to seek or assert any dissenter's or appraisal
rights, or any similar rights, to which such Voting Shareholder may otherwise be
entitled. If any holder of IDX Common Stock shall exercise and successfully
perfect (as determined by a court of competent jurisdiction) dissenter's or
appraisal rights legally available under the TBCA (any such holder of IDX Common
Stock being hereinafter referred to as a "Dissenting Stockholder"), then such
Dissenting Stockholder shall, if the Closing shall occur, be entitled to receive
the value of his, her or its shares of IDX Common Stock in cash as determined
pursuant to the TBCA; provided that no such payment shall be made to any such
Dissenting Stockholder unless and until such Dissenting Stockholder has complied
with all applicable provisions of the TBCA and surrendered to IDX all
certificates representing the shares for which such payment is being sought. In
the event that after the Closing a Dissenting Stockholder withdraws or loses
his, her or its rights to appraisal and payment for his, her or its shares, AMP
shall issue and deliver in accordance with Section 4.1 of this Agreement the
consideration to which such Dissenting Stockholder would otherwise be entitled
under Article 3 as if such Person was not a Dissenting Stockholder (without
interest) upon surrender by such Dissenting Stockholder of all certificates
representing all shares of IDX's Common Stock held by such Dissenting
Stockholder. The parties acknowledge and agree that the aggregate number of
shares of AMP Common Stock issuable pursuant to this Agreement was determined as
if there will be no Dissenting Stockholders, and all shares of AMP Common Stock
that would otherwise be issuable under this Agreement to a Dissenting
Stockholder will be retained by AMP, unless such Dissenting Stockholder
withdraws or loses his, her or its rights to appraisal and payment for his, her
or its shares.

     3.7  Escrow; Shareholders' Representative.
          ------------------------------------

          (a)  As provided in Article 4, immediately after the Effective Time,
each holder of shares of IDX Common Stock at the Effective Time shall be
entitled to receive certificates representing 90% of the shares of AMP Common
Stock into which his shares of IDX Common Stock were converted pursuant to
Section 3.1(b), and certificates representing the remaining 10% of the shares of
AMP Common Stock into which each Shareholder's shares of IDX Common Stock were
converted pursuant to Section 3.1(b) (the "Escrow Shares") shall be deposited in
escrow pursuant to this Section 3.7 and shall be held by an escrow agent
selected by AMP (the "Escrow Agent"), and disposed of in accordance with the
terms of the Escrow Agreement attached as Exhibit D hereto (the "Escrow
                                          ---------
Agreement") and this Agreement.

          (b)  For the purposes of securing the indemnification obligations of
the Company set forth in this Agreement and for purposes of adjusting the Merger
Consideration pursuant to the terms of Section 8.17(a), on the Closing Date, AMP
shall deliver to the Escrow Agent a certificate (issued in the name of the
escrow agent or its nominee) representing the Escrow Shares.  The Escrow Shares
shall not be subject to any lien, attachment, trustee process or any other
judicial process of any creditor of any

                                       5
<PAGE>

party, and shall be held and disbursed solely for the purposes and in accordance
with the terms of the Escrow Agreement and this Agreement.

          (c)  The adoption of this Agreement and the approval of the Merger by
the Shareholders and/or acceptance or receipt by them of any Merger
Consideration shall constitute approval by them of the Escrow Agreement and the
Shareholders' Representative and of all arrangements relating to the foregoing.
By virtue of the approval of this Agreement and the Merger by the shareholders
of IDX in accordance with the TBCA, each Shareholder, without any further act,
shall be deemed to have consented to and approved (i) the use of the Escrow
Shares as collateral for the indemnification obligations set forth in Article 12
and the adjustment of the Merger Consideration as provided in Section 8.17 in
the manner set forth therein and the Escrow Agreement, (ii) the appointment of
Questor Partners Fund, L.P. (which is one of the Shareholders), in its capacity
as the Shareholders' Representative under this Agreement and the Escrow
Agreement for and on behalf of each Shareholder (other than the Dissenting
Stockholders), and the taking by the Shareholders' Representative of any and all
actions and the making of any decisions required or permitted to be taken by the
Shareholders' Representative under the Escrow Agreement and this Agreement,
(iii) the exercise by the Shareholders' Representative of the power to: (A)
execute and deliver the Escrow Agreement; (B) authorize delivery to AMP of
Escrow Shares in satisfaction of claims made by AMP in accordance with the
Escrow Agreement; (C) agree to, negotiate, enter into settlements and
compromises of and demand arbitration and comply with orders of courts and
awards of arbitrators with respect to such claims; (D) resolve any claim made
pursuant to Article 12 and Section 8.17 hereof; and (E) take all actions
necessary in the judgment of the Shareholders' Representative for the
accomplishment of the foregoing), and (iv) all of the other terms, conditions
and limitations in the Escrow Agreement and Article 12 and Section 8.17 hereof.

                                   ARTICLE 4
                              EXCHANGE OF SHARES
                              ------------------

     4.1  Deposit of Certificates with Transfer Agent.  At or prior to the
          -------------------------------------------
Effective Time, AMP shall deposit with its stock transfer agent, American Stock
Transfer & Trust Co. (the "Exchange Agent") for the benefit of the Shareholders,
for exchange in accordance with this Article 4, AMP certificates representing
the number of whole shares of AMP Common Stock issuable pursuant to Section 3 in
exchange for outstanding shares of IDX Common Stock.  AMP shall also make
available to the transfer agent, from time to time as required after the
Effective Time, cash necessary to pay dividends and distributions in accordance
with this Article 4.  Any certificates of AMP Common Stock and cash deposited
with the Exchange Agent as provided herein shall be referred to as the "Exchange
Fund."

     4.2  Exchange Procedures.  As soon as reasonably practicable after the
          -------------------
Effective Time, but no later than 10 days thereafter, the Exchange Agent shall
mail to each Shareholder whose shares were converted into the Merger
Consideration pursuant to Article 3, (i) a letter of transmittal for use by
Shareholders to deliver stock certificates for IDX Common Stock to the Exchange
Agent (which shall specify that delivery shall be effected, and risk of loss and
title to the certificates shall pass, only upon delivery of such certificates to
the Exchange Agent and shall be in such form and have such other provisions as
AMP may reasonably specify) and (ii) instructions for use in effecting the
surrender of the certificates in exchange for the Merger Consideration.  Upon
surrender of proper certificate(s) for shares of IDX Common Stock for
cancellation to the Exchange Agent, together with such letter of transmittal,
duly executed, and such other documents as may reasonably be required by the
Exchange Agent, the holder of such certificate shall be entitled to receive in
exchange therefor an AMP certificate representing that number of whole shares of
AMP Common Stock that such holder has the right to

                                       6
<PAGE>

receive pursuant to the provisions of Article 3 of this Agreement (and subject
to the reservation of shares in escrow pursuant to Section 3.7), and the
certificate so surrendered shall forthwith be cancelled. Until surrendered to
the Exchange Agent as contemplated by this Section 4.2, each Shareholder's
certificate for IDX Common Stock shall be deemed at any time after the Effective
Time to represent only the right to receive, upon such proper surrender to the
Exchange Agent, the Merger Consideration that the holder thereof has right to
receive pursuant to the provisions of this Agreement. No interest will be paid
or will accrue on any cash payable to holders of certificates pursuant to the
provisions of this Article 4.

     AMP shall not be obligated to deliver the consideration to which any
Shareholder is entitled as a result of the Merger until such holder surrenders
his or her certificate or certificates representing the shares of IDX Common
Stock for exchange as provided in this Article 4 or such holder provides an
appropriate affidavit regarding loss of such certificate and an indemnification
in favor of AMP pursuant to Section 4.9 hereof.  All certificates representing
shares of AMP Common Stock shall bear the appropriate "restricted stock legend"
evidencing that such shares have not been registered under the Securities Act,
and such other legends as provided in Section 8.13(b).

     4.3  Distributions with Respect to Unexchanged Shares. No dividends or
          ------------------------------------------------
other distributions with respect to AMP Common Stock with a record date after
the Effective Time shall be paid to the holder of any unsurrendered certificate
with respect to the shares of AMP Common Stock represented thereby, and all such
dividends and other distributions shall be paid by AMP to the Exchange Agent and
shall be included in the Exchange Fund, in each case, until the surrender of
such certificate in accordance with this Article 4. Subject to the effect of
applicable escheat or similar laws, following surrender of any such certificate,
there shall be paid to the holder of the certificate representing whole shares
of AMP Common Stock issued in exchange therefor, without interest, at the time
of such surrender, the amount of dividends or other distribution with a record
date after the Effective Time theretofore paid with respect to such whole shares
of AMP Common Stock and, at the appropriate payment date, the amount of
dividends or other distributions with a record date after the Effective Time but
prior to such surrender and with a payment date subsequent to such surrender
payable with respect to such whole shares of AMP Common Stock. AMP shall make
available to the Exchange Agent cash for these purposes.

     4.4  Rights of Former IDX Owners. At the Effective Time, the stock transfer
          ---------------------------
books of IDX shall be closed and no transfer of IDX Common Stock by any such
holder shall thereafter be made or recognized. Until surrendered in accordance
with the provisions of Section 4.1 of this Agreement, each certificate
theretofore representing shares of IDX Common Stock (other than shares to be
canceled pursuant to Section 3.3 of this Agreement) shall from and after the
Effective Time represent for all purposes only the right to receive the
consideration provided in Section 3.1 of this Agreement in exchange therefor.

     4.5  No Fractional Shares. No certificates or scrip representing fractional
          --------------------
shares of AMP Common Stock shall be issued upon the surrender for exchange of
certificates, no dividend or distribution of AMP Common Stock shall relate to
such fractional share interests and such fractional share interests will not
entitle the owner thereof to vote or to any rights of a stockholder of AMP. The
procedure with respect to fractional shares is set forth in Section 3.4 hereof.

     4.6  Termination of Exchange Fund.  Any portion of the Exchange Fund that
          ----------------------------
remains undistributed to the holders of the certificates for six months after
the Effective Time shall be delivered to AMP, and any holders of the
certificates who have not theretofore complied with this Article 4 shall
thereafter look only to AMP for payment of their claim for Merger Consideration
and any dividends or distributions with respect to AMP Common Stock.

                                       7
<PAGE>

     4.7  No Liability. None of AMP, IDX, Merger Corp. or the Exchange Agent
          ------------
shall be liable to any Person in respect of any shares of AMP Common Stock (or
dividends or distributions with respect thereto) or cash from the Exchange Fund
in each case properly delivered to a public official pursuant to any applicable
abandoned property, escheat or similar law. If any certificate shall not have
been surrendered prior to seven years after the Effective Time, and shall not
previously have been required to be escheated to or become the property of any
Authority, any such Merger Consideration or cash, dividends or distributions in
respect of such certificate shall, to the extent permitted by applicable law,
become the property of AMP, free and clear of all claims or interest of any
Person previously entitled thereto.

     4.8  Investment of Exchange Fund. The Exchange Agent shall invest any cash
          ---------------------------
included in the Exchange Fund, as directed by AMP, on a daily basis. Any
interest and other income resulting from such investments shall be paid to AMP.

     4.9  Lost Certificates.  If any certificate representing IDX Common Stock
          -----------------
shall have been lost, stolen or destroyed, upon the making of an affidavit of
that fact by the Person claiming such certificate to be lost, stolen or
destroyed and, if required by AMP, the holder's written indemnification of AMP
and the Exchange Agent in form reasonable requested by AMP as indemnity against
any claim that may be made against either AMP or the Exchange Agent with respect
to such certificate, the Exchange Agent will issue in exchange for such lost,
stolen or destroyed certificate the Merger Consideration and unpaid dividends
and distributions on shares of AMP Common Stock deliverable in respect thereof,
in each case pursuant to this Agreement.

     4.10 Withholding Rights. AMP shall be entitled to deduct and withhold from
          ------------------
the consideration otherwise payable pursuant to this Agreement to any holder of
shares of AMP Common Stock such amounts as it is required to deduct and withhold
(if any) with respect to the making of such payment (if any) under the Code and
the rules and regulations promulgated thereunder, or any provision of state,
local or foreign tax law. To the extent that amounts are so withheld by AMP such
withheld amounts shall be treated for all purposes of this Agreement as having
been paid to the holder of the shares of IDX Common Stock in respect of which
such deduction and withholding was made by AMP.

     4.11 Further Assurances. At and after the Effective Time, the officers and
          ------------------
directors of AMP and the Surviving Corporation shall be authorized to execute
and deliver, in the name and on behalf of IDX or Merger Corp, any deeds, bills
of sale, assignments or assurances and to take and do, in the name and on behalf
of IDX or Merger Corp, any other actions and things to vest, perfect or confirm
of record or otherwise in the Surviving Corporation any and all right, title and
interest in, to and under any of the rights, properties or assets acquired or to
be acquired by the Surviving Corporation as a result of, or in connection with,
the Merger.

                                   ARTICLE 5
                             SHAREHOLDER APPROVAL;
                      BOARD OF DIRECTORS RECOMMENDATION;
                       INVESTMENT REPRESENTATION LETTERS
                      ----------------------------------

     5.1  Shareholder Approval. Subject to Section 8.2 hereof, as soon as
          --------------------
reasonably practical following the execution of this Agreement, this Agreement
shall be submitted for approval to the Shareholders entitled to vote thereon at
a meeting to be duly held for this purpose by IDX (the "IDX Shareholders
Meeting"), in accordance with the terms of this Agreement.

                                       8
<PAGE>

     5.2  Board of Directors Recommendation.  Subject to Section 8.2 of this
          ---------------------------------
Agreement, the Board of Directors of IDX shall recommend approval of this
Agreement by the Shareholders, and shall not withdraw, modify or qualify (or
propose to withdraw, modify or qualify) in any manner adverse to AMP such
recommendation or take any action or make any statement in connection with the
IDX Shareholders Meeting inconsistent with such recommendation.

     5.3  Additional Investment Representation Letters. IDX hereby agrees to use
          --------------------------------------------
commercially reasonable best efforts to cause each Shareholder (that has not
already done so) to execute and deliver an Investment Representation Letter as
soon as practicable following the date hereof and prior to the Closing Date,
which efforts will be made upon and following the distribution of the Proxy
Statement as provided in this Agreement.

                                   ARTICLE 6
                     REPRESENTATIONS AND WARRANTIES OF IDX
                     -------------------------------------

     IDX, on behalf of itself and the Company Entities, represents and warrants
the following to AMP and Merger Corp:

     6.1  Organization, Authority and Capacity.
          ------------------------------------

(a)  IDX is a corporation, duly organized, validly existing, and in good
standing under the laws of the State of Tennessee, and has the full corporate
power and authority necessary to (i) execute, deliver and perform its
obligations under this Agreement and the other agreements and instruments to be
executed and delivered by IDX pursuant to this Agreement (collectively, the
"Merger Documents") and (ii) carry on its business as it has been and is now
being conducted and to own and lease the properties and assets which it now owns
or leases. IDX is duly qualified to do business and is in good standing in the
jurisdictions set forth in Schedule 6.1(a), which includes every jurisdiction in
                           ---------------
which the failure to be so qualified or in good standing could be expected to
have a material adverse effect on (i) any Company Entity's ability to perform
its obligations under the Merger Documents to be executed and delivered by it or
(ii) the business, operations, properties, assets, results of operations, or
condition (financial or otherwise) of the Company Entities taken as a whole (a
"Company Material Adverse Effect"); provided, however, that, "Company Material
 -------------------------------    -----------------
Adverse Effect" shall not be deemed to include the impact of (a) actions or
omissions of the Company and/or its Subsidiaries (other than actions or
omissions required pursuant to the terms of this Agreement) taken in strict
compliance with the prior informed written consent of AMP (in AMP's sole
discretion) in furtherance of the transactions contemplated hereunder, (b)
changes in law of general applicability or interpretations thereof by courts or
governmental authorities following the date of this Agreement, (c) changes in
generally accepted accounting principles following the date of this Agreement
which have an adverse effect on IDX and which are required by GAAP to be applied
by IDX), and (d) the expenses incurred by IDX in consummating the transactions
contemplated by this Agreement (so long as the "Working Capital Deficiency" (as
defined in Section 8.17) is not more than $1,250,000).

          (b)  Each Company Entity and each Specified Practice is a corporation
validly existing and in good standing under the laws of the State of its
incorporation set forth in Schedules 6.5(b) and 6.6(a) (or Tennessee, in the
                           ---------------------------
case of IDX), and each Company Entity and, to the knowledge of the Company
Entities, each Specified Practice, was duly organized.  Each Company Entity and,
to the knowledge of the Company Entities, each Specified Practice, has the full
corporate power and authority necessary to (i) execute and deliver the Merger
Documents to which such Person is a party, (ii) carry on

                                       9
<PAGE>

its business as it has been and is now being conducted and to own and lease the
assets which it now owns or leases. Each Company Entity and, to the knowledge of
the Company Entities, each Specified Practice, is duly qualified to do business
and is in good standing in the jurisdictions set forth in Schedule 6.1(a), which
                                                          ---------------
includes every jurisdiction in which the failure to be so qualified or in good
standing could be expected to have a Company Material Adverse Effect.

     6.2  Authorization and Validity.  The execution, delivery and performance
          --------------------------
of the Merger Documents have been duly authorized by all necessary corporate
action on the part of the Company Entities party thereto, other than approval by
the shareholders of IDX.  The Merger Documents to be executed and delivered by
the Company Entities have been or will be, as the case may be, duly executed and
delivered by the Company Entities and constitute or will constitute the legal,
valid and binding obligations of the Company Entities, enforceable in accordance
with their respective terms, except as may be limited by bankruptcy, insolvency,
or other laws affecting creditors' rights generally, or as may be modified by a
court of equity.

     6.3  Absence of Conflicting Agreements or Required Consents. Except as set
          ------------------------------------------------------
forth on Schedule 6.3, the execution, delivery and performance by the Company
         ------------
Entities of the Merger Documents to be executed and delivered by the Company
Entities: (i) other than filings under the HSR Act pursuant to Section 8.12 of
this Agreement, do not require the consent of or notice to any Authority or any
other third party or any Company Practice; (ii) do not conflict with any
provision of any Company Entity's articles or certificate of incorporation (or
charter) or bylaws; (iii) do not conflict with or result in a violation of any
law, ordinance, regulation, ruling, judgment, order or injunction of any court
or governmental instrumentality to which any Company Entity or, to the knowledge
of the Company Entities, any Specified Practice, is subject or by which any
Company Entity or, to the knowledge of the Company Entities, any Specified
Practice, or any of their respective properties are bound; (iv) do not conflict
with, constitute grounds for termination of, result in a breach of, constitute a
default under, require any notice under, or accelerate or permit the
acceleration of any performance required by the terms of (a) any agreement,
instrument, license or permit to which any Company Entity, or, to the knowledge
of the Company Entities, any Specified Practice, is a party or by which any
Company Entity, or, to the knowledge of the Company Entities, any Specified
Practice, or any of their properties are bound, which are listed or required to
be listed in the Schedules to this Agreement (including without limitation the
Schedules to Sections 6.5, 6.6, 6.13, 6.15, 6.16, 6.20, and 6.25), or (b) any
other agreement, instrument, license or permit to which any Company Entity, or,
to the knowledge of the Company Entities, any Specified Practice, is a party or
by which any Company Entity, or, to the knowledge of the Company Entities, any
Specified Practice, or any of their properties are bound, other than any such
breaches or defaults thereof that will not, individually or in the aggregate,
have a Company Material Adverse Effect or an AMP Material Adverse Effect; and
(v) will not create any lien, encumbrance or restriction upon any of the assets
or properties of any Company Entity or, to the knowledge of the Company
Entities, any Specified Practice. Subject to Section 8.2, the Board of Directors
of IDX has determined that the transactions contemplated by this Agreement are
in the best interest of IDX and the Shareholders and to recommend to the
shareholders of IDX that they vote in favor of the adoption and approval of this
Agreement and the Merger contemplated hereby. The disclosures required on
Schedule 6.3 with respect to the foregoing clause (iv) shall include any
severance payments or other payments by any of the Company Entities that become
or will become due or payable as a result of this Agreement or the Merger or the
change in control of IDX that will occur as a result of the Closing of the
Merger, that are required under any employment agreement or other agreement to
which any of the Company Entities is a party or under any other obligation of
any of the Company Entities.

     6.4  Governing Documents of the Company.  True and correct copies of the
          ----------------------------------
organizational documents and all amendments thereto of each Company Entity have
been provided or made available to

                                      10
<PAGE>

AMP, and such documents with respect to the Specified Practices in the
possession of the Company Entities have been provided or made available to AMP.
AMP has previously been provided with access to the minutes of each Company
Entity (and of each Specified Practice to the extent available to IDX), and such
minutes accurately reflect (and to the knowledge of the Company Entities with
respect to the Specified Practices) all proceedings of the board of directors of
each Company Entity and Specified Practice (and all committees thereof). The
record books of each Company Entity and Specified Practice, which have been made
available to AMP for review (and to the knowledge of the Company Entities with
respect to the Specified Practices), contain true, complete and accurate records
of the ownership of each Company Entity and Specified Practice. At Closing, all
books and records of the Company Entities, including all corporate and other
records, minute books, stock record books, stock registers, books of accounts,
contracts, and agreements, and such other documents or certificates as shall be
reasonably requested by AMP, shall be in reasonable order and located at the
corporate offices of IDX;

     6.5  Outstanding and Authorized Capitalization (IDX, Subsidiaries).
          -------------------------------------------------------------

          (a)  All authorized and outstanding shares of IDX Common Stock are
accurately described on Schedule 6.5(a), and IDX has no outstanding shares of
                        ---------------
any class of capital stock other than the IDX Common Stock described in Schedule
                                                                        --------
6.5(a).  No shares of capital stock are held in the treasury of IDX except as
- ------
set forth on Schedule 6.5(a).  All outstanding shares of IDX Common Stock are
             ---------------
listed and held of record by the Persons as indicated on Schedule 6.5(a) and all
                                                         ---------------
shares of outstanding IDX Common Stock have been duly and validly issued, and
are fully paid and nonassessable.  No shares of IDX Common Stock were issued in
violation of preemptive rights of any past or present holder of any IDX Common
Stock.  Except for the IDX Options and IDX Warrants described on Schedule 6.5(a)
                                                                 ---------------
(which description includes, among other things, a list of the holders of such
IDX Convertible Securities, the number of shares of IDX Common Stock subject to
issuance upon exercise thereof (whether currently exercisable or not and after
taking into account any required adjustments to the terms thereof by reason of
events or transactions occurring after the issuance thereof (such as adjustments
for corporate transactions or otherwise, but excluding the effect of the
Merger), the exercise price per share of IDX Common Stock, and the vesting terms
thereof, and the name of the option plan or other plan or agreement pursuant to
which such IDX Convertible Securities were issued, if applicable), there are no
outstanding warrants, options, rights, calls or other commitments of any nature
relating to IDX Common Stock or other securities of IDX and there are no
outstanding securities of IDX convertible into or exchangeable for any IDX
Common Stock or other securities of IDX.  None of the IDX Options are incentive
stock options as defined in Section 422 of the Code.  Except as set forth on
Schedule 6.5(a), IDX is not obligated to issue or repurchase any IDX Common
- ---------------
Stock or other securities of IDX for any reason and no person or entity has any
right or privilege (whether preemptive or contractual) for the purchase,
subscription or issuance of any unissued IDX Common Stock or other securities of
IDX.  Prior to the Closing Date, IDX shall cause all "IDX Stock Rights" (as
defined in Section 3.5(e)), if any, to be amended in accordance with Section
9.20.  There are no outstanding rights of any Person to demand registration of
securities of IDX (other than pursuant to the Investor Stockholder Agreement
referenced in Section 9.2(f), which agreement IDX shall cause to be terminated
prior to Closing as contemplated in Section 9.2(f)), or any other rights of any
Person (except as set forth on Schedule 6.5(a)) to include or sell securities of
                               ----------------
IDX in connection with a registration by IDX under the Securities Act (and IDX
shall cause certain of such agreements to be terminated prior to Closing as
contemplated in Section 9.2(f)).  True and complete copies of all of the option
agreements and option plans evidencing the terms of the IDX Options and all of
the warrant agreements evidencing the terms of the IDX Warrants have been
provided to AMP.

          Except as described on Schedule 6.5(a), no shares of IDX Common Stock
                                 ---------------
have been pledged by IDX or, to the knowledge of the Company Entities, pledged
by any holder of IDX Common

                                      11
<PAGE>

Stock, to any Person or are subject to any security interest or other Lien,
other than the shares of IDX Common Stock that have been pledged to IDX pursuant
to the terms of the Physician Stockholder Agreement, dated December 24, 1997, as
amended (by the first amendment dated June 1998 and the second amendment dated
June 30, 2000) (the "Physician Stockholder Agreement"). Schedule 6.5(a) sets
                                                        ---------------
forth the names of each of the persons that have pledged shares to IDX pursuant
to the Physician Stockholder Agreement (and indicates which of such persons have
executed a Stock Pledge Agreement as contemplated by the Physician Stockholder
Agreement), and certificates for all such shares are in the possession of IDX
(and will be delivered to AMP upon Closing of the Merger) and are subject to a
valid and enforceable pledge and security interest in favor of IDX pursuant to
the terms of the Physician Stockholder Agreement (and the terms of a Stock
Pledge Agreement, if applicable).

          (b)  Schedule 6.5(b) sets forth a true and complete list of all IDX
               ---------------
Subsidiaries as of the date of this Agreement, including the legal name, state
of incorporation or organization, and a true and correct list of the class and
number of outstanding shares of capital stock of each IDX Subsidiary and the
record owner(s) thereof.  There are not issued, reserved for issuance or
outstanding (A) any shares of capital stock or other voting securities of any
IDX Subsidiary (other than shares of capital stock or other voting securities
that are directly or indirectly owned by IDX as indicated in Schedule 6.5(b)),
                                                             ----------------
(B) any securities of any IDX Subsidiary convertible into or exchangeable or
exercisable for shares of capital stock or other voting securities of, or other
ownership interests in IDX or any IDX Subsidiary or (B) any warrants, calls,
options or other rights to acquire from any IDX Subsidiary, and no obligation of
the any IDX Subsidiary to issue, any capital securities convertible into or
exchangeable or exercisable for, any capital stock or other voting securities
of, or ownership interests in, any IDX Subsidiary, and there are not any
outstanding obligations of any IDX Subsidiary to repurchase, redeem or otherwise
acquire any such securities or to issue, deliver or sell, or cause to be issued,
delivered or sold, any such securities.  Prior to the Closing Date, IDX shall
cause all "Subsidiary Stock Rights" (as defined in the following sentence), if
any, to be amended in accordance with Section 9.20.  "Subsidiary Stock Rights"
                                                      -----------------------
means all rights of any Person to purchase or acquire shares of capital stock or
other securities of any Subsidiary of IDX that are required to be disclosed in
Schedule 6.5(b).

          Except as described on Schedule 6.5(b), no shares of capital stock of
                                 ---------------
any of the Company Entities (excluding IDX) have been pledged by any Company
Entity or Specified Practice or, to the knowledge of the Company Entities, by
any other Person, to any Person or are subject to any security interest or other
Lien.

          (c)  Except as disclosed in Schedule 6.5(a) or Schedule 6.5(b), no
                                      ----------------------------------
Company Entity is a party to or sponsor of any phantom stock plans, stock
appreciation rights plans, phantom stock agreement or stock appreciation rights
agreements.

     6.6  Affiliated Practices; Management and Affiliation Contracts.
          ----------------------------------------------------------

          (a)  Set forth on Schedule 6.6(a) is an identification of (a) each
                            ---------------
group of physicians whose practice any Company Entity has acquired, (b) each
entity with which any Company Entity or any Affiliate of any Company Entity has
entered into a management services or similar agreement to provide medical
practice management or similar services (each a "Company Practice" and together
the "Company Practices"), and (c) which of the Company Practices are the
"Specified Practices".  Schedule 6.6(a) sets forth a true and complete list of
                        ---------------
(i) the type of entity of each such Company Practice and its jurisdiction of
organization or formation as applicable, and its legal name (which items
pursuant to this clause (i) are to the knowledge of the Company Entities with
respect to the Specified Practices), and (ii) a true and correct list of the
class and number of outstanding shares of capital stock or other ownership
interests in each Company Practice that is not a Specified Practice and the
record owner(s) thereof (if any such

                                      12
<PAGE>

Company Practice is a Subsidiary, then Schedule 6.6(a) may refer to Schedule
6.5(b) for the applicable information). As to any Company Practice that is not a
Specified Practice, except as disclosed in Schedule 6.6(a), there are not
                                           ----------------
issued, reserved for issuance or outstanding: (A) any securities of any such
Company Practice convertible into or exchangeable or exercisable for shares of
capital stock or other voting securities of, or other ownership interests in
such Company Practice or (C) any warrants, calls, options or other rights to
acquire from any such Company Practice, and no obligation of any such Company
Practice to issue, any capital securities convertible into or exchangeable or
exercisable for, any capital stock or other voting securities of, or ownership
interests in, any Company Practice, and there are not any outstanding
obligations of any such Company Practice to repurchase, redeem or otherwise
acquire any such securities or to issue, deliver or sell, or cause to be issued,
delivered or sold, any such securities.

          (b)  Set forth on Schedule 6.6(b) is,  as to each Company Practice, a
                            ---------------
list of all contracts and agreements between any Company Entity and such Company
Practice, including any predecessor thereto or owner thereof, including without
limitation any management services or similar agreement to provide medical
practice management or similar services (a "Practice Management Agreement") and
agreements relating to the transactions under which such Company Practice became
affiliated with any Company Entity or otherwise (the "Company Affiliation
Agreements").  True and correct copies of the Practice Management Agreements,
Company Affiliation Agreements, and other agreements listed in Schedule 6.6(b)
have been provided or made available to AMP.

          (c)  Except as set forth on Schedule 6.6(c), no Company Entity nor, to
                                      ---------------
the knowledge of any Company Entity, any Specified Practice, has owned and does
not currently own, directly or indirectly, of record, beneficially or equitably,
any capital stock or other equity, ownership or proprietary interest in any
corporation, partnership, limited liability company, association, trust, joint
venture or other entity.  Set forth on Schedule 6.6(c) is a listing of all
                                       ---------------
predecessor companies of IDX and its Subsidiaries, including the names of any
entities from whom IDX or any of its Subsidiaries previously acquired material
assets, and any other entity of which IDX or any of its Subsidiaries has been a
subsidiary or division.  Except as listed on Schedule 6.6(c), neither IDX nor
                                             ---------------
any of its Subsidiaries has sold or disposed of, by way of asset sale, stock
sale, spin-off or otherwise, any material assets or business.

          (d)  Except as set forth on Schedule 6.6(d), all of the physicians
                                      ---------------
employed on a full-time basis by any Company Entity or the Company Practices
have entered into covenants not to compete with a Company Entity or a Company
Practice for a period of at least one (1) year following the termination of such
employment.

     6.7  Financial Statements.  Attached hereto as Schedule 6.7 are (i) the
          --------------------                      ------------
audited consolidated financial statements of each of PCA and PathSource,
respectively, for the years ended December 31, 1999 and 1998, together with the
reports thereon of each such company's independent accounting firm, and
PathSource's interim unaudited financial statements for the three months ended
March 31, 2000, (ii) the financial statements of DVD for year ended December 31,
1999 and the six months ended June 30, 2000 as compiled by DVD's independent
accounting firm including the compilation reports of such accounting firm, and
(iii) IDX's consolidated and consolidating interim unaudited financial
statements for the nine months ended September 30, 2000 (the IDX Interim
Financial Statements"), (such financial statements referenced in the foregoing
clauses (i), (ii) and (iii) are sometimes referred to herein collectively as the
"Company Financial Statements").  The Company Financial Statements reflect the
results of operations and financial condition of PCA, PathSource, DVD and IDX
(as applicable) for such periods and at such dates as indicated therein.  Except
as indicated on Schedule 6.7 with respect to the DVD financial statements noted
                ------------
in clause (ii) above or any other Company Financial Statements, the

                                      13
<PAGE>

Company Financial Statements have been prepared in accordance with generally
accepted accounting principles ("GAAP") consistently applied except for (i) the
                                 ----
omission of notes to unaudited Company Financial Statements, and (ii) the fact
that interim unaudited Company Financial Statements are subject to normal year-
end adjustments. The Company Financial Statements present fairly the financial
position of PCA, PathSource, DVD and IDX as of the dates indicated and present
fairly the results of operations of PCA, PathSource, DVD and IDX for the periods
then ended, and are in accordance with the books and records of PCA, PathSource,
DVD and IDX, which are complete and correct in all material respects.

     6.8  Absence of Changes. Except as set forth on Schedule 6.8, since
          ------------------                          ------------
September 30, 2000, each Company Entity and, to the knowledge of any Company
Entity, the Specified Practices, has conducted its respective businesses only in
the ordinary course in all material respects and have not:

               (i)    suffered any material adverse change in its working
          capital, condition (financial or otherwise), assets, liabilities,
          reserves, business or operations;

               (ii)   paid, discharged or satisfied any material liability other
          than in the ordinary course of business;

               (iii)  written off as uncollectible any account receivable other
          than in the ordinary course of business or suffered an impairment of
          any other asset;

               (iv)   compromised any debts, claims or rights or disposed of any
          of its properties or assets other than in the ordinary course of
          business;

               (v)    entered into any commitments or transactions not in the
          ordinary course of business involving aggregate value in excess of
          $25,000 or made aggregate capital expenditures or commitments in
          excess of $25,000;

               (vi)   made any material change in any method of accounting or
          accounting practice;

               (vii)  subjected any of its assets, tangible or intangible, to
          any Lien, encumbrance or restriction of any nature whatsoever, except
          for Permitted Liens;

               (viii) hired, committed to hire or terminated any employee or
          medical director other than in the ordinary course of business;

               (ix)   except for payments, dividends or distributions consistent
          with past practices for prior periods, declared, set aside or made any
          payment, dividend or other distribution to any holder of IDX Common
          Stock or purchased, redeemed or otherwise acquired, directly or
          indirectly, any IDX Common Stock;

               (x)    terminated or made any material amendment to any material
          contract, license or other instrument to which any Company Entity is a
          party or suffered any loss or termination or threatened loss or
          termination of any existing business arrangement or material supplier,
          the termination or loss of which, in the aggregate, would have a
          Company Material Adverse Effect;

               (xi)   effected any change in its capital structure;

                                      14
<PAGE>

               (xii)  incurred, assumed or refinanced any indebtedness other
          than in the ordinary course of business consistent with past practice,
          or made any loans, advances or capital contributions to, or
          investments in, any Person other than an IDX Subsidiary or any
          employee or officer as a cash advance, in each case in the ordinary
          course of business and consistent with past practice;

               (xiii) paid, discharged or satisfied any liability, obligation,
          or Lien other than payment, discharge or satisfaction of (A)
          indebtedness as it matures and become due and payable or (B)
          liabilities, obligations or Liens in the ordinary course of business
          consistent with past practice;

               (xiv)  changed any of the accounting or tax principles, practices
          or methods used by the Company, except as required by changes in
          applicable Tax Laws or changed reserve amounts or policies;

               (xv)   (A) entered into any employment contract or other
          arrangement or made any change in the compensation payable or to
          become payable to any Company Entity's or any Company Practices'
          officers, employees, agents, consultants or Persons acting in a
          similar capacity (other than general increases in wages or salaries to
          employees or such other Persons (other than officers) in the ordinary
          course consistent with past practice), (B) terminated or entered into
          or amended any employment, severance, consulting, termination or other
          agreement or employee benefit plan, and except for cash advances made
          in the ordinary course of business consistent with past practice, (C)
          paid or committed to pay any bonuses to any Company Entity's or any
          Company Practices' officers, employees, agents, consultants or Persons
          acting in a similar capacity or (D) made any change in its existing
          borrowing or lending arrangements for or on behalf of any of such
          Persons pursuant to an employee benefit plan or otherwise;

               (xvi)  (A) paid or made any accrual or arrangement for payment of
          any pension, retirement allowance or other employee benefit pursuant
          to any existing plan, agreement or arrangement to any Affiliate,
          officer, employee or Person acting in a similar capacity, or paid or
          agreed to pay or made any accrual or arrangement for payment to any
          Affiliate, officers, employees or Persons acting in a similar capacity
          of any amount relating to unused vacation days, except payments and
          accruals made in the ordinary course consistent with past practice,
          (B) granted, issued, accelerated or accrued salary or other payments
          or benefits pursuant to any pension, profit-sharing, bonus, extra
          compensation, incentive, deferred compensation, stock purchase, stock
          option, stock appreciation right, group insurance, severance pay,
          retirement or other employee benefit plan, agreement or arrangement,
          or any employment or consulting agreement with or for the benefit of
          any Affiliate, officer, employee, agent or consultant or Person acting
          in a similar capacity, whether past or present or (C) or amended in
          any material respect any such existing plan, agreement or arrangement
          to effect any of the foregoing;

               (xvii) made any payments (other than regular compensation and
          cash advances payable to officers and employees or Persons acting in a
          similar capacity of any Company Entity in the ordinary course
          consistent with past practice), loans, advances or other
          distributions, or entered into any transaction, agreement or
          arrangement with, the Shareholders, any Company's Affiliates,
          officers, employees, agents, consultants or Persons acting in a
          similar capacity, stockholders of their Affiliates, associates or
          family members;

                                      15
<PAGE>

               (xviii)  settled or compromised any Tax liability or agreed to
          any adjustment of any Tax attribute or made any election with respect
          to Taxes;

               (xix)    (A) made any change in its working capital practices
          generally, including accelerating any collections of cash or accounts
          receivable or deferring payments or (B) failed to make timely
          accruals, including with respect to accounts payable and liabilities
          incurred in the ordinary course of business;

               (xx)     failed to renew (at levels consistent with presently
          existing levels), terminated or amended or failed to perform any of
          its obligations or permitted any material default to exist or caused
          any material breach under, or entered into (except for renewals in the
          ordinary course of business consistent with past practice), any policy
          of insurance;

               (xxi)    except in the ordinary course of business consistent
          with past practice pursuant to appropriate confidentiality agreements,
          and except as required by any Law or any existing agreements set forth
          on Schedule 6.13 or as may be reasonably necessary to secure or
             -------------
          protect intellectual or other property rights of the Company, provided
          any confidential information to any Person other than AMP;

               (xxii)   taken any action that would result in the failure of
          this transaction to be treated as a pooling of interests for financial
          accounting purposes; or

               (xxiii)  agreed, whether in writing or otherwise, to take any
          action described in this Section 6.8.

     6.9  No Undisclosed Liabilities.  Except as set forth on Schedule 6.9, no
          --------------------------                          ------------
Company Entity has any Liabilities of the type required to be reflected on a
balance sheet (or notes thereto) prepared in accordance with GAAP, other than
those Liabilities which have been adequately reflected in or provided for in the
Company Financial Statements or incurred in the ordinary course of its business
since September 30, 2000 and except for any Liabilities as would not
individually or in the aggregate have a Company Material Adverse Effect.

     6.10 Litigation, etc. Except as listed on Schedule 6.10 hereto, and except
          ---------------                      -------------
for matters involving Claims for less than $50,000 that are adequately covered
by any Company Entity's or any Company Practice's insurance (taking into account
any applicable limits on coverage) and which would not, if determined adversely,
have a Company Material Adverse Effect, (i) there are no Claims pending against
any Company Entity or, to the knowledge of any Company Entity, the Specified
Practices, and, to the knowledge of any Company Entity, no such matter is
threatened, (ii) to the knowledge of any Company Entity, there are no
governmental or administrative investigations or inquiries pending that involve
any Company Entity or the Company Practices, and (iii) there are no judgments
against or consent decrees binding on (a) any Company Entity or, to the
knowledge of any Company Entity, the Specified Practices or their assets, or (b)
to the knowledge of any Company Entity, without independent investigation, any
licensed professional other than any which individually or in the aggregate
would not have a Company Material Adverse Effect; and (iv) all Claims against a
Company Entity (and to the knowledge of the Company Entities, against a
Specified Practice), have been reported to the appropriate insurance carrier
and, to the knowledge of any Company Entity, no Company Entity or Specified
Practice has received a notice of denial of coverage or a reservation of rights.

                                      16
<PAGE>

     6.11  No Violation of Law. Except as disclosed in Schedule 6.11, no Company
           -------------------                         -------------
Entity nor, to the knowledge of any Company Entity, any Specified Practice, has
been or are currently in violation of any applicable local, state or federal
law, ordinance, regulation, order, injunction or decree, or any other
requirement of any governmental body, agency or authority or court binding on
it, or relating to its property or business or its advertising, sales or pricing
practices, except for any such violations as would not individually or in the
aggregate have a Company Material Adverse Effect.

     6.12  Real and Personal Property.
           --------------------------

          (a)  Schedule 6.12(a) sets forth a list of all items of material
               ----------------
personal and mixed, tangible and intangible property, rights and assets of any
Company Entity.  Except as set forth on Schedule 6.12(a), each Company Entity
                                        ----------------
(i) has good and valid title to all of the personal and mixed, tangible and
intangible property, rights and assets which it purports to own, including all
the personal property and assets reflected in the Company Financial Statements;
and (ii) owns such rights, assets and personal property free and clear of all
Liens, encumbrances or restrictions of any nature whatsoever (except for
Permitted Liens).

          (b)  Schedule 6.12(b) contains a true and correct description of all
               ----------------
real property owned or leased by any Company Entity, including all improvements
located thereon.  Except as set forth on Schedule 6.12(b), each Company Entity
                                         ----------------
has good and marketable title to all real property owned by it, free and clear
of any Liens, encumbrances or restrictions of any nature whatsoever (except for
Permitted Liens).  AMP has been furnished with, or provided access to, true,
correct and complete copies of all leases, deeds, easements and other documents
and instruments concerning the matters listed on Schedule 6.12(b).  No
                                                 ----------------
condemnation or similar actions are currently in effect or pending against any
part of any real property owned or leased by any Company Entity or, to the
knowledge of any Company Entity, the Specified Practices, and to the knowledge
of any Company Entity, no such action is threatened against any such real
property.  There are no encroachments, leases, easements, covenants,
restrictions, reservations or other burdens of any nature which might impair in
any material respect the use of any owned or leased real property in a manner
consistent with past practices nor does any part of any building structure or
any other improvement thereon encroach on any other property.

          (c)  The present zoning, subdivision, building and other ordinances
and regulations applicable to any owned or leased real property permit the
continued operation, use, occupancy and enjoyment of such real property
consistent with past practices, by any Company Entity and, to the knowledge of
any Company Entity, the Specified Practices, are in compliance with, and have
received no notices of violations of, any applicable zoning, subdivision or
building regulation, ordinance or other law, regulation, or requirement with
respect to such real property. Each Company Entity and, to the knowledge of each
Company Entity, the Specified Practices have all rights and easements necessary
for public ingress to and egress therefrom and for the provision of all utility
services thereto, including any required curb cut or street opening permits or
licenses for vehicular access over presently existing roads and driveways.

          (d)  The assets owned or leased by each Company Entity and, to the
knowledge of each Company Entity, the Specified Practices (including all
buildings and improvements in connection therewith) are in good operating
condition and repair, ordinary wear and tear excepted, and such assets (together
with any assets leased by each Company Entity) include all rights, properties,
interests in properties, and assets necessary to permit each Company Entity to
carry on its business as presently conducted following the Merger.

                                      17
<PAGE>

     6.13  Contracts and Commitments.
           -------------------------

           (a) Schedule 6.13 contains a complete and accurate list of all
               -------------
contracts, agreements, commitments, instruments and obligations (whether written
or oral, contingent or otherwise) of each of IDX and its Subsidiaries of or
concerning the following matters which involve (a) payments by or to any of IDX
or its Subsidiaries in excess of $20,000, (b) performance by or for any of IDX
or its Subsidiaries of services or obligations the value of which is in excess
of $20,000, or (c) performance by or for any of IDX or its Subsidiaries of
services or obligations for greater than 90 days (the "Company Agreements"):

               (i)    the lease (as lessee or lessor) or license (as licensee or
          licensor) of any real or personal property (tangible or intangible);

               (ii)   the employment or engagement of any officer, director,
          employee, consultant or agent (it being agreed however that with
          respect to employment agreements with any particular person other than
          the officers and directors of IDX, such employment agreements need be
          listed only if the aggregate annual salary, benefits and bonuses of
          such person exceeds $75,000);

               (iii)  any relationship with any Shareholder, or any person or
          entity affiliated with or related to any Shareholder or any officer,
          director, employee, consultant or agent of any Company Entity;

               (iv)   any arrangement limiting the freedom of any Company Entity
          or any Company Practice to compete in any manner in any line of
          business;

               (v)    any arrangement that could reasonably be anticipated to
          have a Company Material Adverse Effect;

               (vi)   any arrangement not in the ordinary course of business;

               (vii)  any power of attorney, whether limited or general, granted
          by or to any Company Entity;

               (viii) any promissory notes and other agreements relating to the
          making of any loan or advance to, or by, any Company Entity (and
          including an indication of which such items will continue to remain
          outstanding immediately following the Closing and which such items
          will be satisfied prior to Closing);

               (ix)   any agreements providing for the indemnification by any
          Company Entity of any Person;

               (x)    any agreements with any Authority except those entered
          into in the ordinary course of business which are not material to any
          Company Entity;

               (xi)   any broker, distributor, dealer or representative or
          agency agreements pursuant to which any Company Entity made payments
          in excess of $25,000 during the preceding fiscal year;

               (xii)  any agreements (including settlement agreements) currently
          in effect pursuant to which any Company Entity licenses the right to
          use any Intellectual Property

                                      18
<PAGE>

          to any Person or from any Person (other than license agreements
          related to off-the-shelf software products);

               (xiii)  any confidentiality agreements entered into by any
          Company Entity during the period commencing three years prior to the
          date hereof pursuant to which confidential information has been
          provided to a third party or by which any Company Entity was
          restricted from providing information to third parties, other than
          confidentiality agreements entered into in the normal course of
          business;

               (xiv)   any voting trust or similar agreements relating to any of
          the ownership interests in IDX or any Company Entity or Specified
          Practice to which any of the Shareholders or any Company Entity or
          Specified Practice is a party;

               (xv)    any joint venture, partnership or similar documents or
          agreements;

               (xvi)   any agreement that materially limits or purports to
          materially limit the ability of any Company Entity or Company Practice
          to own, operate, sell, transfer, pledge or otherwise dispose of any
          assets; and

               (xvii)  any agreements with hospitals or laboratories.

           (b) IDX has delivered or made available to AMP true and complete
copies of all Company Agreements.  Except as indicated on Schedule 6.13, the
                                                          -------------
Company Agreements are valid and enforceable in accordance with their terms,
except as may be limited by bankruptcy, insolvency, or other laws affecting
creditors' rights generally, or as may be modified by a court of equity, and
there is not under any of such contracts (i) any existing or claimed default by
any Company Entity or, to the knowledge of any Company Entity, a Specified
Practice or event which with the notice or lapse of time, or both, would
constitute a default by any Company Entity or (ii) to the knowledge of any
Company Entity, any existing or claimed default by any other party or event
which with notice or lapse of time, or both, would constitute a default by any
such party.  Except as indicated on Schedule 6.13, the continuation, validity
                                    -------------
and enforceability of the Company Agreements will not be affected by the Merger
and the Merger will not result in a breach of, or default under, or require the
consent of any other party to any of the Company Agreements.  There is no actual
or, to the knowledge of Company Entity, threatened termination, cancellation or
limitation of any Company Agreements that would have a Company Material Adverse
Effect.  To the knowledge of the Company Entity, there is no pending or
threatened bankruptcy, insolvency or similar proceeding with respect to any
other party to the Company Agreements.

     6.14  Employment and Labor Matters.
           ----------------------------

           (a) Schedule 6.14(a) sets forth (i) the number of full-time and part-
               ----------------
time employees of the Company Entities and Specified Practices, and (ii) the
name and compensation paid to each employee of or consultant to the Company
Entities who currently receives or has received salary, benefits and bonuses for
the two most recently ended fiscal years in excess of $75,000.  Schedule 6.14
                                                                -------------
also sets forth the names of the members of the Board of Directors of each
Company Entity and the officers (and titles) of the officers of each Company
Entity and the President of each Specified Practice.

           (b) Except as set forth on Schedule 6.14(b), each Company Entity and,
                                      ----------------
to the knowledge of any Company Entity, each Specified Practice, is in
compliance in all material respects with all applicable laws respecting
employment and employment practices, terms and conditions of employment, wages
and hours, occupational safety and health, including the National Labor
Relations

                                      19
<PAGE>

Act, the Immigration Reform and Control Act of 1986, Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the
Americans With Disabilities Act, the Fair Labor Standards Act, the Occupational
Safety and Health Act, the Family Medical Leave Act, and any other law,
ordinance or regulation respecting the terms and conditions of employment,
including authorization to work in the United States, equal employment
opportunity (including prohibitions against discrimination, harassment, and
retaliation), payment of wages, hours of work, occupational safety and health,
and labor practices.

          (c)  Except as disclosed on Schedule 6.14(c), (and to the knowledge of
                                      ----------------
any Company Entity with respect to any Specified Practice):

               (i)   there are no charges, governmental audits, investigations,
          administrative proceedings or complaints concerning any Company
          Entity's or Specified Practice's employment practices pending or, to
          the knowledge of any Company Entity, threatened before any federal,
          state or local agency or court, and, to the knowledge of any Company
          Entity, no basis for any such matter exists;

               (ii)  to the knowledge of any Company Entity, there are no
          inquiries, investigations or monitoring of activities of any licensed,
          registered, or certified professional personnel employed by,
          credentialed or privileged by, or otherwise providing services to or
          for the benefit of any Company Entity or Specified Practice pending or
          threatened by any state professional board or agency charged with
          regulating the professional activities of health care practitioners;

               (iii) no Company Entity or Specified Practice is a party to any
          union or collective bargaining agreement, and, to the knowledge of any
          Company Entity, no union attempts to organize the employees of any
          Company Entity or Specified Practice have been made, nor are any such
          attempts now threatened;

               (iv)  no Company Entity or Specified Practice has experienced any
          organized slowdown, work interruption, strike, or work stoppage by its
          employees; and

               (v)   there are no pending or, to the knowledge of any Company
          Entity, threatened material claims by any current or former employee
          of any Company Entity or Specified Practice or any employment-related

          claims or investigations by any Authority, including any charges to
          the Equal Employment Opportunity Commission or state employment
          practice agency, investigations regarding compliance with federal,
          state or local wage and hour laws, audits by the Office of Federal
          Contractor Compliance Programs, complaints of sexual harassment or any
          other form of unlawful harassment, discrimination, or retaliation.

     6.15 Employee Benefit Matters.  The employee benefit plans and agreements
          ------------------------
described in Schedule 6.15 hereto are the only employee benefit plans and
             -------------
agreements maintained by any Company Entity or their respective ERISA Affiliates
for the benefit of their shareholders, officers, directors, employees, former
employees, or independent contractors or for the benefit of any Specified
Practice or any of their employees or former employees, or with respect to which
any Company Entity or their respective ERISA Affiliates has or may have any
actual or contingent liability, including, without limitation, (i) profit
sharing, pension, ESOP, 401(k) or other retirement plans or programs, (ii)
current and deferred compensation, severance, vacation, stock purchase, stock
option, bonus and incentive compensation benefits and (iii) medical, hospital,
life, health, accident, disability, death and other fringe

                                      20
<PAGE>

and welfare benefits, including any split-dollar life insurance policies, all of
which plans, programs, practices, policies and other individual and group
arrangements and agreements, including any unwritten compensation, fringe
benefit, payroll or employment practices, procedures or policies of any kind or
description are hereinafter referred to as the "Company Benefit Plans".
                                                ---------------------

     With respect to each Company Benefit Plan, IDX has delivered to AMP (i)
current, accurate and complete copies of each such Company Benefit Plan,
including all trust agreements, insurance or annuity contracts, descriptions,
agreements, participant records and any other material documents or instruments
relating thereto; (ii) copies of the most recent Internal Revenue Service
determination letter (including copies of any outstanding request for
determination letters) with respect to each such Company Benefit Plan which is
an employee pension benefit plan (as such term is defined in Section 3(2) of
ERISA) intended to qualify under Section 401(a) of the Code; (iii) copies of the
most recent Form 5500 Annual Report and accompanying schedules, the most recent
actuarial report (to the extent applicable) and the most recent summary plan
description; and (iv) Forms 5310 and any related filings with the Pension
Benefit Guaranty Corporation with respect to the last six plan years for each
Company Benefit Plan subject to Title IV of ERISA.

     Except as disclosed on Schedule 6.15, there are no contributions or
                            -------------
payments due with respect to any of the Company Benefit Plans, nor will any such
contributions or payments be due or required to be paid on or prior to the
Closing Date.  Except as disclosed on Schedule 6.15, each Company Benefit Plan
                                      -------------
has been operated and administered in substantial compliance with its terms and
with the provisions of ERISA, and the provisions of the Code applicable to it,
and all material reports, returns and similar documents pertaining to each
Company Benefit Plan that are required to be filed with any governmental agency
or distributed to any Company Benefit Plan participant have been duly and timely
filed or distributed (such items required to be disclosed on Schedule 6.15
pursuant to this sentence are sometimes referred to herein as the "Benefits
                                                                   --------
Compliance Matters").  Except as disclosed on Schedule 6.15, no Company Entity
- ------------------                            -------------
nor any of their respective ERISA Affiliates has any actual or contingent
liability under or relating to any plan that is or was a defined benefit plan,
as defined by Section 3(35) of ERISA; it being agreed that IDX shall indemnify
AMP in accordance with Article 12 hereof for any loss, cost, damage or expense
arising out of any such items disclosed on Schedule 6.15.  Each Company Benefit
Plan intended to be qualified under Section 401(a) of the Code is in fact
qualified under Section 401(a) of the Code and exempt from income taxes.  To the
knowledge of any Company Entity, no event has occurred and no condition exists
which could reasonably be expected to result in the revocation of such
qualification.  No event has occurred in connection with a Company Benefit Plan
that could result in liability to any Company Entity under Title IV of ERISA.
No Company Entity nor its ERISA Affiliates have had an "obligation to
contribute" (as defined in ERISA Section 4212) to a "multiemployer pension plan"
(as defined in ERISA Sections 4001(a)(3) and 3(37)(A)) at any time and no
Company Entity or its ERISA Affiliates has any liability (including current or
potential withdrawal liability) with respect to any multiemployer pension plan.
No facts exist which will result in a material increase in the premium costs of
any Company Benefit Plan for which benefits are insured or a material increase
in benefit costs of any Company Benefit Plan which provides self-insured
benefits (other than increases in premium and benefit costs in the ordinary
course of business).  No "prohibited transaction" (as defined in ERISA Section
406 or Code Section 4975) has occurred with respect to any Company Benefit Plan
that is subject to ERISA or Code Section 4975.  None of the Company Benefit
Plans has any current or projected liability in respect of post-employment or
post-retirement health or medical or life insurance benefits for former or
retired employees of any Company Entity, except as required to avoid excise
taxes under Code Section 4980B.  All Company Benefit Plans subject to Code
Section 4980B or Part 6 or 7 of Title I of ERISA have been maintained in
substantial compliance with the requirements of Code Section 4980B and Part 6
and 7 of Title I of ERISA.  Except as disclosed on Schedule 6.15, there is no
                                                   -------------
contract, agreement, plan or

                                      21
<PAGE>

arrangement covering any employee or former employee of any Company Entity that
could result in the payment of any amount that would not be deductible under
Code Section 280G.

     Except as disclosed on Schedule 6.15, the execution of this Agreement and
                            -------------
the performance of the transactions contemplated hereby will not constitute an
event under any Company Benefit Plan that may reasonably be expected to result
in any payment (whether of severance pay or otherwise), acceleration, vesting or
increase in benefits with respect to any employee, former employee or director
of any Company Entity or the Company Practices.  No insurance policy or any
other contract or agreement affecting any Company Benefit Plan requires or
permits a retroactive increase in premiums or payments due thereunder.  No
Company Benefit Plan or any related trust or fiduciary thereof is the direct or
indirect subject of a material audit, investigation or examination by any
governmental or quasi-governmental agency.  As of the Effective Time, no Company
Entity has material liability under any Company Benefit Plan that is not
reflected in the Company Financial Statements, other than routine claims for
benefits and premium and administration costs in the ordinary course of the
operation of the Company Benefit Plans.

     6.16  Insurance Policies.
           ------------------

           (a) Schedule 6.16 sets forth a complete and accurate list and
               -------------
description of all insurance policies in force naming any Company Entity, or any
employee thereof, as an insured or beneficiary or as a loss payee or for which
any Company Entity has paid or is obligated to pay all or part of the premiums
and all policies for each Company Practice, including, without limitation, all
liability, malpractice, fire, health and life insurance policies, and, except as
set forth on Schedule 6.16, each Company Entity, and to the knowledge of any
             --------------
Company Entity, the Company Practices, have maintained such insurance policies,
or policies providing substantially the same coverage, since the inception of
the Company Entity, the Company Practices or any of their predecessors.
Schedule 6.16 shall set forth the name of the insurer, the type of policy,
- -------------
whether it is a "claims made" or "occurrence" based policy, the risks covered
thereby, the amount of premiums, the term of each policy, the policy number, the
amounts of coverage, the deductibles in each case and all outstanding and
reported claims thereunder.  All policies listed on Schedule 6.16 (but to the
                                                    -------------
knowledge of any Company Entity as to policies of the Specified Practices) are
in full force and effect and the premiums due thereon have been timely paid.  No
Company Entity has, and to the knowledge of any Company Entity, no Specified
Practice has, received notice of any pending or threatened termination or
premium increase (retroactive or otherwise) with respect thereto, and, to the
knowledge of any Company Entity, each Company Entity and the Company Practices
are in compliance with all conditions contained therein.  Except as set forth on
Schedule 6.16, there are no pending claims against such insurance by any Company
- -------------
Entity or, to the knowledge of any Company Entity, the Specified Practices, as
to which insurers are defending under reservation of rights or have denied
liability, and except as set forth on Schedule 6.16, there exists no claim
                                      -------------
covered under such insurance that has not been properly filed by a Company
Entity or, to the knowledge of any Company Entity, the Specified Practices.  To
the knowledge of any Company Entity, there are no outstanding or unfulfilled
requirements or recommendations of any insurance company insuring any Company
Entity regarding any repairs to or work to be performed with respect to the
assets of any Company Entity.  Each Company Entity and, to the knowledge of any
Company Entity, the Specified Practices, have complied with any such
requirements and recommendations as to which any Company Entity or the Company
Practices have received notice.  Schedule 6.16 contains a listing of all claims
                                 -------------
made and loss histories in respect of any insurance maintained by any Company
Entity or any predecessor during the past three (3) years.

           (b) To any Company Entity's knowledge, except as set forth on
Schedule 6.16(b), none of the licensed professional employees or agents of any
- ----------------
Company Entity or the Company Practices

                                      22
<PAGE>

and none of the licensed professionals with privileges to use any of any Company
Entity's or Specified Practice's facilities have, while providing services to
any Company Entity or Specified Practice, filed a written application for
professional malpractice insurance coverage which has been denied by an
insurance agency or carrier and such persons have been continuously insured for
professional malpractice claims during the same period, and none of such persons
is in default with respect to any provisions contained in any such policy and
none of them has failed to give any notice or present any claim under any such
policy in due time and timely fashion.

     6.17  Environmental Matters.
           ---------------------

           (a) Except as set forth in Schedule 6.17, there are no present or
                                      -------------
past Environmental Conditions in any way relating to the business, properties or
assets of any Company Entity or, to the knowledge of any Company Entity, of the
Specified Practices,. For the purposes of this Section 6.17, "Environmental
Condition" means (a) the introduction into the environment of any pollution,
including without limitation any contaminant, irritant or pollutant or other
toxic or hazardous substance, in violation of any federal, state or local law,
ordinance or governmental rule or regulations, as a result of any spill,
discharge, leak, emission, escape, injection, dumping or release of any kind
whatsoever of any substance or exposure of any type in any work places or to any
medium, including without limitation air, land, surface waters or ground waters,
or from any generation, transportation, treatment, discharge, storage or
disposal of waste materials, raw materials, hazardous materials, toxic materials
or products of any kind or from the storage, use or handling of any hazardous or
toxic materials or other substances, as a result of which any Company Entity has
or may become liable to any person or by any reason of which any of the assets
of any Company Entity may suffer or be subjected to any Lien, encumbrance or
restriction of any nature, or (b) any noncompliance with any federal, state or
local environmental law, rule, regulation or order as a result of or in
connection with any of the foregoing.

           (b) Each Company Entity, and to the knowledge of any Company Entity,
each Specified Practice, has obtained and maintained in full force and effect,
all environmental permits, licenses, certificates of compliance, approvals and
other authorizations necessary to conduct the activities and business of such
Company Entity or Specified Practice as currently conducted and to own or
operate its business (collectively the "Environmental Permits").  Each Company
Entity, and to the knowledge of any Company Entity, each Specified Practice, has
conducted its activities and business in compliance in all material respects
with all terms and conditions of any Environmental Permits.  Each Company
Entity, and to the knowledge of any Company Entity, each Specified Practice, has
filed all reports and notifications required to be filed under applicable
Environmental Laws, and timely filed applications for all Environmental Permits,
except for those where the failure to file would not have a Company Material
Adverse Effect.  None of the Environmental Permits require consent,
notification, or other action to remain in full force and effect following
consummation of the transaction contemplated hereby.

     6.18  Accounts Receivable and Payable.  The accounts receivable reflected
           -------------------------------
on the IDX Interim Financial Statements as of September 30, 2000 (a true and
complete listing of which is set forth on Schedule 6.18(a)), represent bona fide
                                          -----------------
claims for services actually rendered and goods actually provided, subject to no
defenses, counterclaims, or rights of setoff other than those arising in the
ordinary course of business and for which the reserves that have been
established therefor have been reasonably determined in accordance with GAAP and
past practice and based on historical collection experience, and any known
writeoffs or writedowns have been made (or will be made by IDX in the "Pre-
Closing Balance Sheet" contemplated in Section 8.17(c)).  Schedule 6.18(a) sets
                                                          ----------------
forth a true and correct aging schedule of all accounts receivable of IDX on a
consolidated basis as of September 30, 2000 and indicating the receivables under
30 days, over 30 days, over 60 days, and over 90 days.

                                      23
<PAGE>

     The consolidated accounts receivable of IDX outstanding as of the Effective
Date will represent bona fide claims for services actually rendered and goods
actually provided, subject to no defenses, counterclaims, or rights of setoff
other than those arising in the ordinary course of business and for which the
reserves that have been established therefor as of such time will have been
reasonably determined in accordance with GAAP and past practice and based on
historical collection experience, and any known writeoffs or writedowns as of
such time will have been made.

     Except as set forth on Schedule 6.18(b), no accounts payable of the Company
                            ----------------
Entities are, at this date, over 60 days old and no accounts payable of the
Company Entities will be over 60 days old at the Closing Date.

     6.19  Taxes.
           -----

           (a) Each Company Entity has filed all Tax Returns that such Company
Entity was required to file, taking into account permitted extensions.  All such
Tax Returns were correct and complete in all material respects, and all taxes
shown as payable thereon have been or will be paid prior to the applicable date
due.  All Taxes owed by each Company Entity (whether or not shown on any Tax
Return and whether or not any Tax Return was required) have been paid or
adequately reserved for in their respective tax and accounting books and
records.  No Company Entity is currently the beneficiary of any extension of
time within which to file any Tax Return.  No claim has ever been made by a
taxing authority in a jurisdiction where any Company Entity does not file Tax
Returns that such Company Entity is or may be subject to taxation by that
jurisdiction.  There are no liens on any of the assets of any Company Entity
that arose in connection with any failure (or alleged failure) to pay any Tax,
except for liens for Taxes not yet due.

           (b) Each Company Entity has withheld and paid, or properly segregated
or deposited as required by applicable laws, all Taxes required to have been
withheld and paid in connection with amounts paid or owing to any employee,
independent contractor, creditor, stockholder or other third party.

           (c) To the knowledge of the Company Entities, no officer (or employee
responsible for Tax matters) of any Company Entity expects any taxing authority
to assess (and no taxing authority has assessed) any additional Taxes for any
period for which Tax Returns have been filed.  There is no dispute or claim
concerning any Tax liability of any Company Entity either (i) claimed or raised
by any taxing authority in writing or (ii) to the knowledge of the Company
Entities, whether based upon personal contact with any agent of such taxing
authority or otherwise.  Schedule 6.19(c) lists all Federal, state, local and
                         ----------------
foreign income Tax Returns filed with respect to each Company Entity during the
past five years, and Schedule 6.19(c) also indicates which of such Tax Returns
                     ----------------
have been audited and indicates those Tax Returns that currently are the subject
of audit or in respect of which any written or unwritten notice of any audit or
examination has been received by any Company Entity.  No issue relating to Taxes
has been raised in writing by a taxing authority during any pending audit or
examination, and no issue relating to Taxes was raised in writing by a taxing
authority in any completed audit or examination, that reasonably can be expected
to recur in a later taxable period.  IDX has delivered or made available to AMP
correct and complete copies of all Federal income Tax Returns, examination
reports and statements of deficiencies assessed against or agreed to by any
Company Entity.

           (d) No Company Entity has waived any statute of limitations in
respect of Taxes or agreed to any extension of time with respect to a Tax
assessment or deficiency that is currently in effect.

                                      24
<PAGE>

          (e)  No Company Entity has filed a consent under Section 341(f) of the
Code concerning collapsible corporations.  No Company Entity has made any
payments, is obligated to make any payments or is a party to any agreement that
under certain circumstances could obligate it to make any payments that will not
be deductible under section 280G of the Code.  No Company Entity has been a
United States real property holding corporation within the meaning of Section
897(c)(2) of the Code during the applicable period specified in Section
897(c)(1)(A)(ii) of the Code.  Each Company Entity, as applicable, has disclosed
on its Federal income Tax Returns all positions taken therein that reasonably
could be expected to give rise to a substantial understatement of Federal income
Tax within the meaning of Section 6662 of the Code.  No Company Entity is a
party to any Tax allocation or sharing agreement.  No Company Entity (i) has
been a member of an Affiliated Group filing a consolidated Federal income Tax
Return or (ii) has any liability for the Taxes of any Person under Treasury
regulation section 1.1502-6 (or any similar provision of state, local or foreign
law), as a transferee or successor, by contract or otherwise.

          (f)  The unpaid Taxes of each Company Entity (i) did not, as of the
most recent fiscal month end, exceed the reserve for Tax liability (rather than
any reserve for deferred Taxes established to reflect timing differences between
book and Tax income) set forth on the face of the most recent balance sheet
(rather than in any notes thereto) for such Company Entity and (ii) do not
exceed that reserve as adjusted for the passage of time through the Closing Date
in accordance with the past custom and practice of such Company Entity in filing
its Tax Returns.

          (g)  Except as disclosed in Schedule 6.19(g), no Company Entity shall
                                      ----------------
be required to include in a taxable period ending after the Closing Date taxable
income attributable to income that accrued in a prior taxable period but was not
recognized in any prior taxable period as a result of the installment method of
accounting, the completed contract method of accounting, the long-term contract
method of accounting, the cash method of accounting or Section 481 of the Code
or any comparable provision of state, local or foreign tax law.

          (h)  Except as set forth in Schedule 6.19(h), no Company Entity is a
                                      ----------------
party to any joint venture, partnership or other arrangement or contract that
could be treated as a partnership for Federal income tax purposes.

          (i)  Except as set forth on Schedule 6.19(i), no Company Entity has
                                      ----------------
entered into any sale leaseback or leveraged lease transaction that fails to
satisfy the requirements of Revenue Procedure 75-21 (or similar provisions of
foreign law) or any safe harbor lease transaction.

          (j)  Except as set forth on Schedule 6.19(j), no Company Entity has
                                      ----------------
been an S corporation (within the meaning of Section 1361(a)(1) of the Code).

          (k)  All material elections with respect to Taxes affecting each
Company Entity are disclosed or attached to a Tax Return of that Company Entity.
The basis of any depreciable assets, and the methods used in determining
allowable depreciation (including cost recovery), is materially correct and in
compliance with the Code.

          (l)  All private letter rulings issued by the Internal Revenue Service
to any Company Entity (and any corresponding ruling or determination of any
state, local or foreign taxing authority) have been disclosed on Schedule
                                                                 --------
6.19(l), and there are no pending requests for any such rulings (or
- -------
corresponding determinations).

                                      25
<PAGE>

          (m)  IDX shall grant to AMP or its designees access at all reasonable
times to all books and records (including tax workpapers and returns and
correspondence with tax authorities), including the right to take extracts
therefrom and make copies thereof, to the extent such books and records relate
to taxable periods ending on or prior to or that include the Closing Date with
respect to any Company Entity.

          (n)  Except as otherwise set forth on Schedule 6.19(n), the
                                                ----------------
acquisition of the ownership of the IDX Common Stock by AMP pursuant to the
terms of this Agreement will not result in any Tax liability to any Company
Entity or result in a reduction of the amount of any net operating loss, net
operating loss carryover, net capital loss, net capital loss carryover, Tax
credit, Tax credit carryover, excess charitable contribution or basis of
property that otherwise would be available to any Company Entity by reason or as
a result of deferred intercompany transactions, excess loss accounts, or similar
applicable rules under state or local law.

          (o)  For purposes of this Agreement, in the case of any period that
begins before the Closing Date and ends after the Closing Date, any tax based
directly or indirectly on gross or net income or receipts or imposed in respect
of specific transactions, and any credits available with respect to any Tax,
shall be allocated by assuming that the taxable period ended on the Closing
Date, and any other tax shall be allocated based on the number of days in the
taxable period ending on the Closing Date divided by the total number of days in
the taxable period.

          (p)  Except as set forth on Schedule 6.19(p), there are no
                                      ----------------
intercompany transactions as defined in Treasury regulation section 1.1502-13
(or any deferred intercompany transaction under the predecessor Treasury
regulations) between any Company Entities on which any income, deduction, gain,
loss or credit between any of the Company Entities has been deferred, and there
is no excess loss account within the meaning of Treasury regulation section
1.1502-19 (or any predecessor of that regulation) in the stock of any Company
Entity.

          (q)  Except as set forth on Schedule 6.19(q), no Company Entity is or
                                      ----------------
has been a controlled corporation or a distributing corporation in respect of a
distribution to which Section 355(e) of the Code would apply by reason of the
occurrence of the Merger.

          (r)  Except as set forth on Schedule 6.19(r), no limitation under
                                      ----------------
Section 382 or Section 383 of the Code or under any provision of any
consolidated return regulation applies to any net operating loss, net operating
loss carryover, capital loss, capital loss carryover, Tax credit, Tax credit
carryover or built-in loss of any Company Entity by reason of any change of
control or other transaction that occurred prior to the Closing Date.

          (s)  "Affiliated Group" shall mean any affiliated group within the
                ----------------
meaning of Section 1504(a) of the Code or any similar group defined under a
similar provision of state, local or foreign law.

          (t)  For purposes of this Section 6.19, the term "Company Entities"
shall mean IDX and its Subsidiaries, and any other corporation (if any) that is
a member of any Affiliated Group of which IDX is the common parent.

     6.20 Licenses, Authorizations and Provider Programs.
          ----------------------------------------------

          (a)  Except as set forth on Schedule 6.20(a), each Company Entity and
                                      ----------------
each licensed professional engaged by a Company Entity, and, to the knowledge of
the Company Entities, each

                                      26
<PAGE>

Specified Practice and each licensed professional engaged by a Specified
Practice: (i) is the holder of all valid licenses and other rights and
authorizations required by law, ordinance, regulation or ruling of any
governmental regulatory authority necessary for the Company Entity and, to the
knowledge of the Company Entity , the Specified Practices, to operate their
business; and (ii) where required, is certified for participation and
reimbursement under Titles XVIII and XIX of the Social Security Act (the
"Medicare and Medicaid programs") (Medicare and Medicaid programs and such other
similar federal, state or local reimbursement or governmental programs for which
the Company is eligible are hereinafter referred to collectively as the
"Government Programs") and has current provider agreements for such Government
Programs and with such private non-governmental programs, including without
limitation any private insurance program, under which any Company Entity and, to
the knowledge of any Company Entity, the Specified Practices, directly or
indirectly are presently receiving payments (such non-governmental programs
herein referred to as "Private Programs"), except for any failures to have any
of such items referenced in the foregoing clauses (i) or (ii) that would not
individually or in the aggregate result in a Company Material Adverse Effect.
Set forth on Schedule 6.20(a), is a correct and complete list of such licenses,
             ----------------
permits and other authorizations, complete and correct copies of which have been
provided or made available to AMP.  Except as set forth on Schedule 6.20(a),
                                                           ----------------
there are no surveys of any Company Entity or their facilities, and to the
knowledge of the Company Entities, there are no surveys of any Specified
Practice or their facilities, conducted in connection with any Government
Program, Private Program or licensing or accrediting body for which there are
open deficiencies.

          (b)  Except as set forth on Schedule 6.20(b), no violation, default,
                                      ----------------
order or deficiency exists (to the knowledge of the Company Entities with
respect to the Specified Practices) with respect to any of the items listed on
Schedule 6.20(a), except for any such violations, defaults, orders or
- ----------------
deficiencies that would not individually or in the aggregate result in a Company
Material Adverse Effect.  No Company Entity nor, to the knowledge of a Company
Entity, the Specified Practices, have received any notice of any action pending
or recommended by any state or federal agencies having jurisdiction over the
items listed on Schedule 6.20(a), either to revoke, withdraw or suspend any
                ----------------
license, right or authorization, or to terminate the participation of any
Company Entity or, to the knowledge of any Company Entity, any Specified
Practice, in any Government Program or Private Program.  To the knowledge of any
Company Entity, no event has occurred which, with the giving of notice, the
passage of time, or both, would constitute grounds for a material violation,
order or deficiency with respect to any of the items listed on Schedule 6.20(a)
                                                               ----------------
or to revoke, withdraw or suspend any such license, or to terminate or modify
the participation of any Company Entity or any Company Practice in any
Government Program or Private Program, except for any such events that would not
individually or in the aggregate result in a Company Material Adverse Effect.
To the knowledge of any Company Entity, there has been no decision not to renew
any provider or third-party payor agreement with any Company Entity or Company
Practice.  Except as listed on Schedule 6.20(b), no consent or approval of,
                               ----------------
prior filing with or notice to, or any action by, any governmental body or
agency or any other third party is required in connection with any such license,
right or authorization, or Government Program or Private Program, by reason of
the consummation of the Merger, and the continued operation of the business of
any Company Entity and, to the knowledge of any Company Entity, the Company
Practices thereafter on a basis consistent with past practices.

          (c)  Each Company Entity and, to the knowledge of each Company Entity,
the Specified Practices, have timely filed all reports and billings required to
be filed prior to the date hereof with respect to the Government Programs and
Private Programs, all fiscal intermediaries and other insurance carriers and all
such reports are complete and accurate in all material respects and have been
prepared in accordance with all applicable laws, regulations, and principles
governing reimbursement and payment claims, except for any failures to comply
with such requirements that would not individually or in the aggregate result in
a Company Material Adverse Effect.  Each Company Entity and,

                                      27
<PAGE>

to the knowledge of each Company Entity, the Specified Practices, have paid or
caused to be paid or have properly reflected in the Company Financial Statements
all known and undisputed refunds, overpayments, discounts or adjustments which
have become due pursuant to such reports and has no liability under any
Government Program or Private Program (known or unknown, contingent or
otherwise) for any refund, overpayment, discount or adjustment other than in the
ordinary course, and no interest or penalties accruing with respect thereto,
except as has been specifically reserved for in the Financial Statements or
disclosed herein or in the Schedules hereto. To the knowledge of any Company
                           ---------
Entity, there are no pending appeals, adjustments, challenges, audits,
litigation, or notices of intent to challenge any billings or accounts
receivable of any Company Entity or any of the Company Practices, including
those generated by licensed professionals engaged by Company Entity and the
Company Practices.

     6.21  Inspections and Investigations.
           ------------------------------

           (a) Except as set forth and described in Schedule 6.21(a), (i) no
                                                    ----------------
Company Entity's right nor, to the knowledge of any Company Entity, the right of
any Specified Practice or licensed professional or other individual affiliated
with a Company Entity or Company Practice to receive reimbursements pursuant to
any Government Program or Private Program has ever been terminated or otherwise
adversely affected as a result of any investigation or action whether by any
federal or state governmental regulatory authority or other third party, (ii) no
Company Entity, nor to the knowledge of any Company Entity, any Specified
Practice or any licensed professional or other individual affiliated with any
Company Entity or Company Practice (including without limitation directors,
officers and employees of the Company Entities and Specified Practices), has
during the past three (3) years been the subject of any inspection,
investigation, survey, audit, monitoring or other form of review by any
governmental regulatory entity, trade association, professional review
organization, accrediting organization or certifying agency for the purpose of
any alleged improper activity on the part of such entity or individual, other
than routine audits or inquiries (a) under the Health Care Financing
Administration ("HCFA") audit programs or (b) by state or local agencies, nor
has any Company Entity nor, to the knowledge of each Company Entity, any
Specified Practice, received any notice of deficiency in connection with its
operations that remains open, (iii) there are not presently (but to the
knowledge of the Company Entities with respect to the Specified Practices), and
each Company Entity will take commercially reasonable efforts so that, on the
Closing Date there will not be any, outstanding deficiencies or work orders of
any governmental authority having jurisdiction over any Company Entity or the
Company Practices, or other third party, requiring conformity to any applicable
agreement, statute, regulation, ordinance or bylaw, including but not limited
to, the Government Programs and Private Programs, and (iv) each Company Entity
and, to the knowledge of the Company Entities, the Specified Practices have not
received any notice of any claim, requirement or demand of any licensing or
certifying agency or other third party supervising or having authority over any
Company Entity or the Company Practices or their operations to rework or
redesign any part thereof or to provide additional furniture, fixtures,
equipment, appliances or inventory so as to conform to or comply with any
existing law, code, rule, regulation or standard; other than any of such items
required to be disclosed in Schedule 6.21(a) under the foregoing clauses (i)
through (iv) which would not individually or in the aggregate have a Company
Material Adverse Effect.  Attached as part of Schedule 6.21(a) are copies of all
                                              ----------------
reports, correspondence, notices and other documents relating to any matter
described or referenced therein.

           (b) Attached to Schedule 6.21(b) is a copy of the compliance
                           ----------------
programs, together with the minutes of any meetings or committees thereof or
other body established by IDX for the purpose of monitoring compliance efforts
by the Company Entities and Company Practices.

                                      28
<PAGE>

     6.22  Certain Relationships.  Except as set forth on Schedule 6.22, no
           ---------------------                          -------------
Company Entity has and, to the knowledge of any Company Entity, none of the
Specified Practices, have engaged in any of the following activities in order to
induce the referral of patients:

               (i)   offered, paid, solicited or received anything of value,
          paid directly or indirectly, overtly or covertly, in cash or in kind
          ("Remuneration") to or from any physician, family member of a
          physician, or an entity in which a physician or physician family
          member has an ownership or investment interest, including, but not
          limited to:

                     (A) payments for personal or management services pursuant
               to a medical director agreement, consulting agreement, management
               contract, personal services agreement, or otherwise;

                     (B) payments for the use of premises leased to or from a
               physician, a family member of a physician or an entity in which a
               physician or family member has an ownership or investment
               interest;

                     (C) payments for the acquisition or lease of equipment,
               goods or supplies from a physician, a family member of a
               physician or an entity in which a physician or family member has
               an ownership or investment interest; or

               (ii)  offered, paid, solicited or received any Remuneration
          (excluding fair market value payments for services, equipment or
          supplies) to or from any healthcare provider, pharmacy, drug or
          equipment supplier, distributor or manufacturer, including, but not
          limited to:

                     (A) made payments or exchanges of anything of value under a
               warranty provided by a manufacturer or supplier of an item to any
               Company Entity or a Company Practice; or

                     (B) made discounts, rebates, or other reductions in price
               on a good or service received by any Company Entity or a Company
               Practice;

               (iii) offered, paid, solicited or received any Remuneration to
          or from any person or entity in order to induce business, including,
          but not limited to, payments intended not only to induce referrals of
          patients, but also to induce the purchasing, leasing, ordering or
          arrangement for any good, facility, service or item;

               (iv)  entered into any joint venture, partnership, co-ownership
          or other arrangement involving any ownership or investment interest by
          any physician, or family member of a physician, or an entity in which
          physician or physician family member has an ownership or investment
          interest, directly or indirectly, through equity, debt, or other
          means, including, but not limited to, an interest in an entity
          providing goods or services to any Company Entity or a Company
          Practice;

               (v)   entered into any joint venture, partnership, co-ownership
          or other arrangement involving any ownership or investment interest by
          any person or entity including, but not limited to, a hospital,
          pharmacy, drug or equipment supplier, distributor or manufacturer,
          that is or was in a position to make or influence referrals,

                                      29
<PAGE>

          furnish items or services to, or otherwise generate business for any
          Company Entity or a Company Practice; or

               (vi) entered into any agreement providing for the referral of any
          patient for the provision of goods or services by any Company Entity
          or a Company Practice, or payments by any Company Entity or a Company
          Practice as a result of any referrals of patients to any Company
          Entity or a Company Practice.

     6.23 Health Care Laws and Regulations.
          --------------------------------

          (a)  Except as set forth on Schedule 6.23(a), each Company Entity and,
                                      ----------------
to the knowledge of any Company Entity, the Specified Practices, have not
engaged in any activities which are prohibited under federal Medicare and
Medicaid statutes, 42 U.S.C. Section 1320a-7a and 7b, or the  regulations
promulgated pursuant to such statutes or similar or related state or local
statutes or regulations or which would otherwise violate state or local statutes
or regulations, including without limitation prohibitions on fee splitting and
the corporate practice of medicine, or which are prohibited by rules of
professional conduct or which otherwise could constitute fraud, including but
not limited to the following:  (i) making or causing to be made a false
statement or representation of a material fact in any application for any
benefit or payment; (ii) making or causing to be made any false statement or
representation of a material fact for use in determining rights to any benefit
or payment; and (iii) soliciting, paying or receiving any remuneration
(including any kickback, bribe, or rebate), directly or indirectly, overtly or
covertly, in cash or in kind or offering to pay such remuneration (a) in return
for referring an individual to a Person for the furnishing or arranging for the
furnishing of any item or service for which payment may be made in whole or in
part by Medicare or Medicaid, or (b) in return for purchasing, leasing, or
ordering or arranging for or recommending purchasing, leasing, or ordering any
good, facility, service, or item for which payment may be made in whole or in
part by Medicare and Medicaid; other than any of such items required to be
disclosed in Schedule 6.23(a) under the foregoing clauses (i) through (iii)
which would not individually or in the aggregate have a Company Material Adverse
Effect.

          (b)  To the knowledge of the Company Entities, all agreements of the
Company Entities and the Specified Practices with third-party payors were
entered into by the Company Entities, and to the knowledge of each Company
Entity, the Specified Practices, in the ordinary course of business.  The
Company Entities and, to the knowledge of each Company Entity, the Specified
Practices, are in material compliance with each of its third-party payor
agreements, and each Company Entity, and to the knowledge of each Company
Entity, each of the Specified Practices, has properly charged and billed in
accordance with the terms of its third-party payor agreements, including, where
applicable, billing and collection of all deductibles and co-payments, except to
the extent that any failure to be in compliance or properly charge and bill
would not, individually or in the aggregate, have a Company Material Adverse
Effect.

          (c)  Each Company Entity, and to the knowledge of each Company Entity,
each Specified Practice, has timely and accurately filed all requisite claims
and other reports required to be filed in connection with all state and federal
Medicare and Medicaid programs in which a Company Entity or Company Practice
participates due on or before the Closing Date except to the extent that the
failure to file such claims and reports would not result in a Company Material
Adverse Effect.  Except as set forth on Schedule 6.23(c), there are no Claims
                                        ----------------
pending or, to the knowledge of any Company Entity, threatened or scheduled,
before any authority, including without limitation, any intermediary, carrier,
the Administrator of the Health Care Financing Administration, or any other
state or federal agency with respect to any Medicare and Medicaid claim filed by
any Company Entity, or, to the knowledge of each

                                      30
<PAGE>

Company Entity, by any Specified Practice, on or before the Closing Date, or
program compliance matters, which would have a Company Material Adverse Effect.
IDX has delivered to AMP accurate and complete copies of any Claims, actions or
appeals listed on Schedule 6.23(c). Except for routinely scheduled reviews, no
                  ----------------
valid review or program integrity review related to any Company Entity or, to
the knowledge of each Company Entity, any Specified Practice, has been conducted
by any authority in connection with the Medicare or Medicaid programs and no
such review is scheduled, or to the knowledge of any Company Entity, pending or
threatened against or affecting any Company Entity or Company Practice, its
business, assets, or the consummation of the transactions contemplated hereby.

          (d) Each facility currently operated by any Company Entity or Company
Practice (and to the knowledge of the Company Entities with respect to the
Specified Practices) charges rates and accordingly bills for services which are
legal and proper.  Certain reimbursement rates established by third-party payors
are subject to retrospective adjustment, which adjustments are set forth on
Schedule 6.23(d).
- ----------------

          (e) Except as set forth on Schedule 6.23(e), no Person having a
                                     ----------------
"financial relationship" with any Company Entity or Company Practice, as that
term is defined in 42 U.S.C. Section 1395nn, directly or indirectly refers
patients or services to any Company Entity or, to the knowledge of the Company
Entities, to any Specified Practices, other than referrals which comply with (or
are exempt from) the requirements of 42 U.S.C. Section 1395nn and the
regulations promulgated pursuant thereto.

          (f) Except as set forth on Schedule 6.23 (f), the structure and
                                     -----------------
operations of each Company Practice are in compliance with applicable state and
local statutes and regulations, including without limitation state laws relating
to the corporate practice of medicine, fee-splitting, and fraud and abuse, other
than any failures in such compliance which would not individually or in the
aggregate have a Company Material Adverse Effect.

     6.24  Interested Transactions.  Except as set forth in Schedule 6.24, no
           -----------------------                          -------------
Company Entity nor, to the knowledge of any Company Entity, any of the Specified
Practices, are a party to any contract, loan or other transaction with any
Shareholder nor does any Company Entity or, to the knowledge of any Company
Entity, any of the Specified Practices, have any direct or indirect interest in
or affiliation with any Shareholder to any such contract, loan or other
transaction.  To the knowledge of the Company Entities, no Shareholder is an
employee, consultant, partner, principal, director or owner of, or has any other
direct or indirect interest in or affiliation with, any person or business
entity that is engaged in a business that competes with or is similar to the
business of the Company Entities or the Company Practices.

     6.25  Intellectual Property.
           ---------------------

          (a) Each Company Entity is the sole and exclusive owner, or has the
valid right to use, sell and license, the Intellectual Property necessary or
otherwise material to the conduct of the business of IDX and such Company Entity
as now conducted.  Each such item of Intellectual Property will be owned by or
available for use by the Company Entities on substantially identical terms
immediately subsequent to the Closing, free and clear of all Liens.  For
purposes of this Section 6.25, the term "Liens" shall not include any license
agreement or lease pursuant to which the Company Entities have the right to use
any Intellectual Property. Schedule 6.25(a) sets forth a complete and accurate
                           ----------------
list (including whether the Company Entity is the owner or licensee thereof) of
all (i) patents and patent applications, (ii) trademark or service mark
registrations and applications, (iii) copyright registrations and applications
and (iv) material unregistered copyrights, service marks, trademarks and trade
names, each as owned or licensed by the Company Entities.  Except as otherwise
disclosed on Schedule 6.25(a), each
             ----------------

                                      31
<PAGE>

Company Entity currently is listed in the records of the appropriate United
States, state or foreign agency as the sole owner of record for each owned
application and registration listed on Schedule 6.25(a).
                                       ----------------

          (b) Except as provided on Schedule 6.25(b), the registrations listed
                                    ----------------
on Schedule 6.25(a) are valid and subsisting, in full force and effect in all
   ----------------
material respects and have not been canceled, expired or abandoned. There is no
pending, existing, or to the knowledge of any Company Entity, threatened,
opposition, interference, cancellation proceeding or other legal or governmental
proceeding before any court or registration authority in any jurisdiction
against the registrations listed on Schedule 6.25(a).
                                    ----------------

          (c) Schedule 6.25(c) lists all of the computer software applications
              ----------------
programs ("Computer Programs") (other than commercially available "off-the-
           -----------------
shelf" applications), which are owned, licensed, leased or otherwise used by any
Company Entity in connection with the operation of its businesses as currently
conducted, and identifies which is owned, licensed, leased, or otherwise used,
as the case may be. Each Computer Program listed on Schedule 6.25(c) is either
                                                    ----------------
(i) owned by a Company Entity, (ii) currently in the public domain or otherwise
available to a Company Entity without the license, lease or consent of any third
party or (iii) used under rights granted to a Company Entity pursuant to a
written agreement, license or lease from a third party, which written agreement,
license or lease is set forth on Schedule 6.25(c).  The Company Entities use the
                                 ----------------
Computer Programs set forth on Schedule 6.25(c) in connection with the operation
                               ----------------
of their respective businesses as conducted on the date hereof and, to the
knowledge of any Company Entities, such use does not violate the rights of any
third party. All Computer Programs owned by the Company Entities and set forth
in Schedule 6.25(c) were either developed by (x) employees of the Company
   ----------------
Entities within the scope of their employment, (y) third parties as "work-made-
for-hire", as that term is defined under Section 101 of the United States
copyright laws, pursuant to written agreements or (z) independent contractors
who have assigned their rights to the Company Entities pursuant to written
agreements.

          Year 2000 Compliance of Computer Software and Hardware.  The current
          ------------------------------------------------------
computer software applications, operating systems, and computer information
systems hardware, used by the Company Entities and the Company Practices in the
operation of their business (and to the knowledge of the Company Entities with
respect to the Specified Practices) are "Year 2000 Compliant"(defined as
follows).  "Year 2000 Compliant" means that, such software, hardware and data,
without causing failures in software, firmware or hardware and without leading
to invalid or incorrect results during operation prior to, during and after the
calendar year 2000 A.D., will:  (i) operate during and after the calendar year
2000 without error relating to the date data, (ii) properly use, recognize and
indicate dates in the Year 2000 and beyond as both input and output, including
without limitation, in any calculation of dates or length of time in the same
century or in multiple centuries; and (iii) conform to proper leap year
calculations for the Year 2000 and thereafter.

          (d) Schedule 6.25(d) sets forth as of the date hereof a complete and
              ----------------
accurate list of all agreements pertaining to the use of or granting any right
to use or practice any rights under any Intellectual Property, whether a Company
Entity is the licensee or licensor thereunder (the "Licenses") and any written
settlements or assignments relating to any Intellectual Property.  The Licenses
are valid and binding obligations of each party thereto, and to the knowledge of
any Company Entity, enforceable against each such party in accordance with their
terms, except that (i) such enforcement may be subject to applicable bankruptcy,
insolvency or other similar laws, now or hereafter in effect, affecting
creditors' rights generally and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought, and there are no breaches or defaults under any Licenses.

                                      32
<PAGE>

          (e) No trade secret or confidential know-how material to the business
of any Company Entity as currently operated has been disclosed or authorized to
be disclosed to any third party, other than pursuant to a non-disclosure
agreement that protects any Company Entity's proprietary interests in and to
such trade secrets and confidential know-how, and other than disclosures to
employees, officers, directors, agents, attorneys, accountants, consultants,
independent contractors or other representatives of the Company Entities, each
of whom is obligated (by contract, employment policy, cannons of ethics or the
like) to maintain the confidentiality of such information.

          (f) To the knowledge of the Company Entities, the conduct of the
business of the Company Entities and Company Practices does not infringe upon
any intellectual property right owned or controlled by any third party and to
the knowledge of the Company Entities, no third party is infringing upon any
Intellectual Property owned by the Company Entities and no such claims have been
made against a third party by the Company Entities.  There are no claims or
suits pending or, to the knowledge of the Company Entities, threatened, and the
Company Entities have not received any written notice of a third party claim or
suit (x) alleging that the activities of the Company Entities or the conduct of
their businesses infringes upon or constitutes the unauthorized use of the
proprietary rights of any third party or (y) challenging the ownership, use,
validity or enforceability of the Intellectual Property.

          (g) There are no settlements, consents, judgments, orders or other
agreements to which any Company Entity is subject which restrict the rights of
any Company Entity to use any Intellectual Property, or other agreements which
restrict the rights to use any Intellectual Property owned by the Company
Entities.

          (h) The consummation of the transactions contemplated hereby will not
result in the loss or impairment of the right of AMP, Merger Corp or the
Surviving Corporation or any of their successors to own, use, license or
sublicense any of the Intellectual Property currently owned, used, licensed or
sublicensed by the Company Entities nor will it require the consent of any
Authority or third party in respect of any such Intellectual Property and no
present or former employee, or officer of the Company Entities has any right,
title or interest, directly or indirectly, in whole or in part, in any
Intellectual Property.

     6.26  Rights Plan.  IDX does not have, and the Board of Directors of IDX
           -----------
has not approved, any stockholder rights plan, poison pill or similar
arrangement.

     6.27  Lack of Ownership of AMP Common Stock.   No Company Entity and, to
           -------------------------------------
the knowledge of the Company Entities without inquiry, no Shareholder, owns any
shares of AMP Common Stock or other securities convertible into shares of AMP
Common Stock.

     6.28  Opinion of Financial Advisor.  The Board of Directors of IDX has
           ----------------------------
received the opinion of SunTrust Equitable Securities, dated as of the date
hereof, to the effect that, as of such date, the Merger Consideration is fair to
holders of IDX Common Stock from a financial point of view (the "Financial
                                                                 ---------
Advisor Opinion"), a copy of which opinion is attached to Schedule 6.28.
- -----------------                                         -------------

     6.29  Required Vote of Company Shareholders.   The affirmative vote of the
           -------------------------------------
holders of a majority of the outstanding shares of IDX Common Stock is required
and sufficient to approve the Merger.  No other vote or approval of the
Shareholders of IDX is required by law, the charter or bylaws of IDX or
otherwise in order for IDX to consummate the Merger and the transactions
contemplated hereby.  The number of shares of IDX Common Stock held by the
Signing Shareholders (who are listed on Schedule 6.29), if voted to approve the
                                        -------------
Merger at the IDX Shareholders Meeting, will provide a sufficient number of
votes required to approve the Merger under the TBCA.

                                      33
<PAGE>

     6.30  Pooling of Interests; Section 368 Reorganization.   To the knowledge
           ------------------------------------------------
of the Company Entities and based upon the written advice of the independent
accountants of IDX, neither it nor any IDX Subsidiaries have taken any action or
failed to take any action which action or failure which (without giving effect
to any actions or failures to act by AMP or any of its Subsidiaries) would
prevent the treatment of the Merger as a pooling of interests for accounting
purposes or as a reorganization under the provisions of Section 368(a) of the
Code.

     6.31  DVD Transaction and Prior Transactions.   AMP has been provided with
           --------------------------------------
all material documentation evidencing the closing of the DVD Transaction and the
terms thereof.  Except as otherwise indicated on Schedule 6.31, none of the
                                                 -------------
Company Entities party to such DVD Transaction documents or the Prior
Transactions is in breach of the documents evidencing the DVD Transaction or
Prior Transactions, and to the knowledge of the Company Entities none of the
other parties to such documents is in breach thereof.  To the knowledge of the
Company Entities, no representation made by the sellers in the documentation
relating to the DVD Transaction or the Prior Transactions is untrue and no
indemnification claims have been made (and no facts are known to the Company
Entities which would give rise to any indemnification claims) with respect to
the DVD Transaction or the Prior Transactions.

     6.32  Takeover Statutes.  The Board of Directors of IDX has approved the
           -----------------
terms of this Agreement, and such approval constitutes sufficient approval of
this Agreement by the Board of Directors of IDX to render any restrictions on
business combinations contained in the TBCA inapplicable to the Merger.

     6.33  Accredited Investor Status.   To the knowledge of IDX based on
           --------------------------
written representations previously received from the holders of common stock of
IDX and the IDX Warrants (or other information in the possession of IDX relevant
to a determination of Accredited Investor status) in connection with prior
issuances of IDX Common Stock and IDX Warrants, no more than 35 of the
Shareholders (excluding holders of Assumed Options who do not own any IDX Common
Stock or IDX Warrants) were not Accredited Investors as of the time of such
transactions, and IDX has no reason to believe that, during the period from the
date hereof through the Closing Date, more than 35 of the Shareholders
(excluding holders of Assumed Options who do not own any IDX Common Stock or IDX
Warrants) will not be Accredited Investors.  To the knowledge of IDX based on
written representations previously received from the shareholders of Pathsource
in connection with the June Merger, at the time of the June Merger all
Shareholders who received shares of IDX Common Stock pursuant to such
transaction were "Accredited Investors", and the Company has no knowledge that
the status of Accredited Investor with respect to any such Shareholders has
changed since such date.

     6.34  Brokerage.  No Company Entity and no Shareholder has employed any
           ---------
broker, finder, advisor, consultant or other intermediary in connection with
this Agreement or the transactions contemplated by this Agreement who is or
might be entitled to any fee, commission or other compensation from a Company
Entity, or from AMP or its Affiliates, upon or as a result of the execution of
this Agreement or the consummation of the transactions contemplated hereby,
except for IDX's agreement with SunTrust Equitable Securities (a complete and
correct copy of which agreement has been delivered to AMP prior to the signing
of this Agreement, and the payment obligations under such agreement are set
forth on Schedule 6.34 hereto), and all of the obligations under such agreement
         -------------
are obligations of only IDX or SunTrust Equitable Securities (and none of the
obligations under such agreement are (or purport to be) obligations of AMP or
any Affiliate of AMP).

     6.35  Distribution of Proxy Statement.   IDX will distribute the Proxy
           -------------------------------
Statement to all of its Shareholders as soon as reasonably practicable after the
date of this Agreement, which will be at least 10 days prior to the date of the
IDX Shareholders Meeting.  Subject to Section 7.11, no information included

                                      34
<PAGE>

in the Proxy Statement provided by IDX will contain any untrue statement of
material fact or omit to state any material fact required to be stated therein
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading and will otherwise be in proper form for
compliance with TBCA. Subject to Section 7.11, the Proxy Statement shall include
the information and documents required pursuant to Rule 502(b)(2)(iv) under the
Securities Act, and shall otherwise comply with the requirements of Rule
502(b)(2) under such Act, so as to satisfy the informational requirements of
Rule 506 under the Securities Act. The process for soliciting approval of the
Merger shall be implemented and conducted so as to comply with Rule 502(c) under
the Securities Act.

     6.36  Statements True and Correct.   No representation or warranty made
           ---------------------------
herein by the Company Entities, nor in any statement, certificate or instrument
to be furnished to AMP by the Company Entities within or pursuant to any Merger
Document, contains or will contain any untrue statement of material fact or
omits or will omit to state a material fact necessary to make the statements
contained herein and therein, in light of the circumstances under which they are
made, not misleading.  All documents that IDX is responsible for filing with any
regulatory authority in connection with the Merger will comply in all material
respects with applicable legal requirements.

                                   ARTICLE 7

             REPRESENTATIONS AND WARRANTIES OF AMP AND MERGER CORP
             -----------------------------------------------------

     AMP and Merger Corp hereby represent and warrant to IDX and its
Shareholders as follows:

     7.1  Organization, Authority and Capacity.   Each of AMP and Merger Corp.
          ------------------------------------
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and the State of Tennessee, respectively.  Each of
AMP and Merger Corp. has the full power and authority necessary to (i) execute,
deliver and perform its obligations under the Merger Documents to be executed
and delivered by it, and (ii) carry on its business as it has been and is now
being conducted and to own and lease the properties and assets which it now owns
or leases.  Each of AMP and Merger Corp. is duly qualified to do business and is
in good standing in each jurisdiction in which a failure to be so qualified or
in good standing would have a material adverse effect on (i) their ability to
perform their obligations under the Merger Documents to be executed and
delivered by it or, (ii) the business, operations, properties, assets, results
of operations, or condition (financial or otherwise) of AMP and its Subsidiaries
taken as a whole (an "AMP Material Adverse Effect"); provided, however, that,
                      ---------------------------    -----------------
"AMP Material Adverse Effect" shall not be deemed to include the impact of (a)
actions or omissions of AMP (or its Subsidiaries) (other than actions or
omissions required pursuant to the terms of this Agreement) taken in strict
compliance with the prior informed written consent of IDX (in IDX's sole
discretion) in furtherance of the transactions contemplated hereunder, (b)
changes in law of general applicability or interpretations thereof by courts or
governmental authorities following the date of this Agreement, (c) changes in
generally accepted accounting principles following the date of this Agreement
which have an adverse effect on AMP and which are required by GAAP to be applied
by AMP), and (d) the expenses incurred by AMP in consummating the transactions
contemplated by this Agreement.

     7.2  Authorization and Validity  .  The execution, delivery and performance
          --------------------------
of the Merger Documents to be executed and delivered by AMP and Merger Corp.
have been duly authorized by all necessary corporate action by AMP and Merger
Corp.  The Merger Documents to be executed and delivered by AMP and Merger Corp.
have been or will be, as the case may be, duly executed and delivered by AMP and
Merger Corp. and constitute or will constitute the legal, valid and binding
obligations of AMP and Merger Corp., enforceable in accordance with their
respective terms, except as

                                      35
<PAGE>

may be limited by bankruptcy, insolvency, or other laws affecting creditors'
rights generally, or as may be modified by a court of equity.

     7.3  Absence of Conflicting Agreements or Required Consents.  Except as
          ------------------------------------------------------
set forth on Schedule 7.3, the execution, delivery and performance by AMP and
             ------------
Merger Corp. of the Merger Documents to be executed and delivered by it: (i)
other than filings under the HSR Act pursuant to Section 8.12 of this Agreement,
do not require the consent of or notice to any governmental or regulatory
authority or any other third party; (ii) will not conflict with any provision of
AMP's or Merger Corp.'s articles or certificate of incorporation or bylaws;
(iii) will not conflict with or result in a violation of any law, ordinance,
regulation, ruling, judgment, order or injunction of any court or governmental
instrumentality to which AMP or Merger Corp. is a party or by which AMP or
Merger Corp. or any of their respective properties are bound; (iv) will not
conflict with, constitute grounds for termination of, result in a breach of,
constitute a default under, require any notice under, or accelerate or permit
the acceleration of any performance required by the terms of (a) any material
agreement of AMP listed in the Exhibits to AMP's annual report on Form 10-K for
its 1999 fiscal year or subsequent Forms 10-Q and 8-K filed with the SEC prior
to the date of this Agreement, or (b) any other material agreement of AMP or
Merger Corp other than any such breaches or defaults thereof that will not,
individually or in the aggregate, have an AMP Material Adverse Effect; and (v)
will not create any lien, encumbrance or restriction upon any of the assets or
properties of AMP or Merger Corp. (other than Liens granted to lenders with
respect to the assets of the Surviving Corporation pursuant to the Credit
Agreement dated as of December 16, 1999, as amended, among AMP, certain of its
Subsidiaries, Fleet National Bank (f/k/a BankBoston, N.A.), and certain other
lenders).

     7.4  Governing Documents.   True and correct copies of the organizational
          -------------------
documents and all amendments thereto of AMP and copies of the bylaws of AMP have
been provided or made available to the Company.  IDX has previously been
provided with access to AMP's minutes, and such minutes accurately reflect all
proceedings of the shareholders and board of directors of AMP (and all
committees thereof).

     7.5  Outstanding and Authorized Capitalization.   The authorized capital
          -----------------------------------------
stock of Merger Corp. consists of 1,000 shares of common stock, of which 100
shares are issued and outstanding and held of record by AMP.  The authorized
capital stock of AMP consists of 30,000,000 shares of AMP Common Stock and
5,000,000 shares of preferred stock.  As of November 2, 2000, AMP had 21,919,907
shares of AMP Common Stock and no shares of preferred stock issued and
outstanding.  All issued and outstanding shares of AMP Common Stock have been
duly and validly issued, and are fully paid and non-assessable.  Except as set
forth in Schedule 7.5 or disclosed in the SEC Reports, and except for
         ------------
outstanding options to purchase shares of AMP Common Stock under AMP's Amended
and Restated 1996 Stock Option Plan (under which plan there were options
outstanding to purchase an aggregate of 1,837,851 shares of AMP Common Stock as
of September 30, 2000) and AMP's obligations under or contemplated by this
Agreement, there are no outstanding warrants, options, rights, calls or other
commitments of any nature relating to shares of capital stock of AMP, and no
outstanding securities convertible into or exchangeable for shares of capital
stock of AMP, and, AMP is not obligated to issue or repurchase any of its shares
of capital stock for any reason and no person or entity has any right or
privilege (whether preemptive or contractual) for the purchase, subscription or
issuance from AMP of any unissued shares of capital stock of AMP.  No shares of
AMP Common Stock are held in AMP's treasury.  All AMP Common Stock to be issued
in connection with the Merger will be duly and validly issued, fully paid and
nonassessable.  AMP has adopted a Preferred Share Purchase Rights Plan (a
"poison pill"), and the shares of AMP Common Stock issued under this Agreement
will include any applicable rights under such plan.

                                      36
<PAGE>

     7.6  Reports and Financial Statements.   AMP has previously made available
          --------------------------------
to IDX (including through the SEC's EDGAR system) true and complete copies of:
(a) AMP's Annual Report on Form 10-K filed with the SEC for the year ended
December 31, 1999; (b) AMP's Quarterly Reports on Form 10-Q filed with the SEC
for the quarters ended March 31, 2000 and June 30, 2000; (c) the definitive
proxy statement filed by AMP with the SEC on or about April 3, 2000; (d) the
final prospectus filed by AMP with the SEC with respect to its initial public
offering; (e) all Current Reports on Form 8-K filed by AMP with the SEC since
December 31, 1999 through the date of this Agreement (consisting of one 8-K
filed on August 2, 2000), and (f) AMP's Form 11-K filed on June 28, 2000; all of
which filings with the SEC were timely filed. As of their respective dates (or
if amended or superseded by a filing prior to the date of this Agreement, then
on the date of such filing), such reports, proxy statements and prospectuses
(individually a "SEC Report" and collectively, the "SEC Reports") (i) complied
in all material respects with the applicable requirements of the Securities Act,
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations promulgated thereunder and (ii) did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The audited
consolidated financial statements and unaudited consolidated interim financial
statements included in the SEC Reports (including any related notes and
schedules) complied, as of their respective dates of filing with the SEC, in all
material respects with all  applicable accounting requirements and the published
rules and regulations of  the SEC with respect thereto, were prepared in
accordance with GAAP  consistently applied during the periods involved (except
as otherwise disclosed in the notes thereto, and except that unaudited
statements do not contain footnotes in substance or form required by GAAP, as is
permitted by  Form 10-Q of the Exchange Act) and fairly presented the financial
position of AMP and its consolidated Subsidiaries as of the dates thereof and
the results of operations and cash flows for the periods or as of the dates then
ended (subject, where appropriate, to normal year-end adjustments), and are in
accordance with the books and records of AMP, which books and records are
correct and complete in all material respects. Since the date of the
effectiveness of the final prospectus for AMP's initial public offering, AMP has
timely filed all reports and other filings required to be filed by it with the
SEC under the rules and regulations of the SEC.

     7.7  Absence of Changes.   Except as set forth on Schedule 7.7 or
          ------------------                            ------------
disclosed in the SEC Reports, and except as contemplated by this Agreement,
since June 30, 2000, AMP has conducted its business in the ordinary course in
all material respects and there has not been an AMP Material Adverse Effect.

     7.8  No Undisclosed Liabilities.    Except as set forth on Schedule 7.8,
          --------------------------                            ------------
neither AMP nor any of its Subsidiaries has any Liabilities of the type required
to be reflected on a balance sheet (or notes thereto) prepared in accordance
with GAAP, except (a) Liabilities reflected in any of the SEC Reports, (b)
Liabilities incurred in the ordinary course of business since June 30, 2000, or
(c) Liabilities that would not, individually or in the aggregate, have an AMP
Material Adverse Effect.

     7.9  No Violation of Law.  Except as set forth on Schedule 7.9, the
          -------------------                            ------------
business of AMP and its Subsidiaries have not been and are not currently in
violation of any local, state or federal law, ordinance, regulation, order,
injunction or decree, or any other requirement of any governmental body except
(a) as described in any of the SEC Reports and (b) for violations that would
not, individually or in the aggregate, have an AMP Material Adverse Effect.

     7.10  Pooling of Interests; Section 368 Reorganization.   To the
           ------------------------------------------------
knowledge of AMP and based upon the written advice of its independent
accountants, neither it nor any of its Subsidiaries has taken any action or
failed to take any action (including the terms of the Merger) which action or
failure which (without giving effect to any actions or failures to act by any
Company Entity) would prevent the

                                      37
<PAGE>

treatment of the Merger as a pooling of interests for accounting purpose or as a
reorganization under the provisions of Section 368(a) of the Code.

     7.11  Disclosure.   No information about AMP that is provided by AMP to
           ----------
IDX for inclusion in the Proxy Statement will contain any untrue statement of
material fact or omit to state any material fact required to be stated therein
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading (subject to the applicable qualifications
set forth in Section 7.6).  The information about AMP that is provided by AMP to
IDX for inclusion in the Proxy Statement shall include the information and
documents required pursuant to Rule 502(b)(2)(vi) under the Securities Act, and
shall otherwise comply with the requirements of Rule 502(b)(2) under such Act,
so as to satisfy the informational requirements of Rule 506 under the Securities
Act.  All documents that AMP is responsible for filing with any regulatory
authority (including the SEC) in connection with the Merger will comply in all
material respects with applicable legal requirements.

     7.12  Brokerage.   AMP has not employed any broker, finder, advisor,
           ---------
consultant or other intermediary in connection with this Agreement or the
transactions contemplated by this Agreement who is or might be entitled to any
fee, commission or other compensation from IDX or any Shareholder, upon or as a
result of the execution of this Agreement or the consummation of the
transactions contemplated hereby (but AMP has engaged its financial advisor with
fees to be paid by AMP).

     7.13  Litigation, etc.  Except as listed on Schedule 7.13 hereto or
           ---------------                         -------------
disclosed in the SEC Reports, and except for matters involving Claims for less
than $500,000 that are adequately covered by insurance (taking into account any
applicable limits on coverage) and which would not, if determined adversely,
have an AMP Material Adverse Effect, (i) there are no Claims pending against any
AMP Entity, and, to the knowledge of AMP, no such matter is threatened, (ii) to
the knowledge of AMP, there are no governmental or administrative investigations
or inquiries pending that involve any AMP Entity, other than routine audits or
inquiries (a) under the HCFA audit programs or (b) by state or local agencies,
and (iii) there are no judgments against or consent decrees binding on any AMP
Entity which may have an AMP Material Adverse Effect; and (iv) all Claims known
to AMP against any AMP Entity have been reported to the appropriate insurance
carrier and, to the knowledge of AMP, no AMP Entity has received a notice of
denial of coverage or a reservation of rights.

     7.14  Inspections and Investigations.
           ------------------------------

          Except as set forth and described in Schedule 7.14 or as disclosed in
                                               -------------
the SEC Reports, (i) no AMP Entity's right to receive reimbursements pursuant to
any Government Program or Private Program has ever been terminated or otherwise
adversely affected as a result of any investigation or action whether by any
federal or state governmental regulatory authority or other third party, (ii) no
AMP Entity has during the past three (3) years been the subject of any
inspection, investigation, survey, audit, monitoring or other form of review by
any governmental regulatory entity, trade association, professional review
organization, accrediting organization or certifying agency for the purpose of
any alleged improper activity on the part of such entity, other than routine
audits or inquiries (a) under the HCFA audit programs or (b) by state or local
agencies, (iii) no AMP Entity has received any notice of deficiency in
connection with its operations that remains open, and (iv) no AMP Entity has
received any notice of any claim, requirement or demand of any licensing or
certifying agency or other third party supervising or having authority over any
AMP Entity or their operations to rework or redesign any part thereof or to
provide additional furniture, fixtures, equipment, appliances or inventory so as
to conform to or comply with any existing law, code, rule, regulation or
standard; other than any of such items required to be disclosed in Schedule 7.14
under the foregoing clauses (i) through (iv) which would not individually or in
the aggregate have an AMP Material Adverse Effect.

                                      38
<PAGE>

     7.15  Health Care Laws and Regulations.  The representations and
           --------------------------------
warranties in this Section 7.15 are qualified by the disclosures set forth in
the SEC Reports.

          (a) Except as set forth on Schedule 7.15(a), each AMP Entity has not
                                    -----------------
engaged in any activities which are prohibited under federal Medicare and
Medicaid statutes, 42 U.S.C. Section 1320a-7a and 7b, or the regulations
promulgated pursuant to such statutes or similar or related state or local
statutes or regulations or which would otherwise violate state or local statutes
or regulations, including without limitation prohibitions on fee splitting and
the corporate practice of medicine, or which are prohibited by rules of
professional conduct or which otherwise could constitute fraud, including but
not limited to the following:  (i) making or causing to be made a false
statement or representation of a material fact in any application for any
benefit or payment; (ii) making or causing to be made any false statement or
representation of a material fact for use in determining rights to any benefit
or payment; and (iii) soliciting, paying or receiving any remuneration
(including any kickback, bribe, or rebate), directly or indirectly, overtly or
covertly, in cash or in kind or offering to pay such remuneration (a) in return
for referring an individual to a Person for the furnishing or arranging for the
furnishing of any item or service for which payment may be made in whole or in
part by Medicare or Medicaid, or (b) in return for purchasing, leasing, or
ordering or arranging for or recommending purchasing, leasing, or ordering any
good, facility, service, or item for which payment may be made in whole or in
part by Medicare and Medicaid; other than any of such items required to be
disclosed in Schedule 7.15(a) under the foregoing clauses (i) through (iii)
which would not individually or in the aggregate have an AMP Material Adverse
Effect.

          (b) To the knowledge of AMP, all agreements of the AMP Entities with
third-party payors were entered into by the AMP Entities in the ordinary course
of business.  The AMP Entities are in material compliance with each of its
third-party payor agreements, and each AMP Entity has properly charged and
billed in accordance with the terms of its third-party payor agreements,
including, where applicable, billing and collection of all deductibles and co-
payments, except to the extent that any failure to be in compliance or properly
charge and bill would not, individually or in the aggregate, have an AMP
Material Adverse Effect.

          (c) Each AMP Entity has timely and accurately filed all requisite
claims and other reports required to be filed in connection with all state and
federal Medicare and Medicaid programs in which an AMP Entity participates due
on or before the Closing Date except to the extent that the failure to file such
claims and reports would not result in an AMP Material Adverse Effect.  Except
as set forth on Schedule 7.15(c) or as disclosed in the SEC Reports, there are
                ----------------
no Claims pending or, to the knowledge of any AMP Entity, threatened or
scheduled, before any authority, including without limitation, any intermediary,
carrier, the Administrator of the Health Care Financing Administration, or any
other state or federal agency with respect to any Medicare and Medicaid claim
filed by any AMP Entity on or before the Closing Date, or program compliance
matters, which would have an AMP Material Adverse Effect.  AMP has delivered to
IDX accurate and complete copies of any Claims, actions or appeals listed on
Schedule 7.15(c).  Except for routinely scheduled reviews, and except as set
- ----------------
forth on Schedule 7.15(c) or as disclosed in the SEC Reports, no valid review or
         ----------------
program integrity review related to any AMP Entity has been conducted by any
authority in connection with the Medicare or Medicaid programs and no such
review is scheduled, pending or threatened against or affecting any AMP Entity,
its business, assets, or the consummation of the transactions contemplated
hereby.

          (d) Each facility currently operated by any AMP Entity charges rates
and accordingly bills for services which are legal and proper.

                                      39
<PAGE>

          (e) Except as set forth on Schedule 7.15(e), no Person having a
                                     ----------------
"financial relationship" with any AMP Entity as that term is defined in 42
U.S.C. Section 1395nn, directly or indirectly refers patients or services to any
AMP Entity other than (i) referrals which comply with (or are exempt from) the
requirements of 42 U.S.C. Section 1395nn and the regulations promulgated
pursuant thereto, or (ii) referrals that would not, individually or in the
aggregate, have an AMP Material Adverse Effect.

          (f) Except as set forth on Schedule 7.15(f) or as disclosed in the SEC
                                     ----------------
Reports, the structure and operations of each AMP Practice are in compliance
with applicable state and local statutes and regulations, including without
limitation state laws relating to the corporate practice of medicine, fee-
splitting, and fraud and abuse, other than any failures in such compliance which
would not individually or in the aggregate have an AMP Material Adverse Effect.

     7.16  Statements True and Correct.   No representation or warranty made
           ---------------------------
herein by AMP, when taken together with the statements made in the SEC Reports,
contains any untrue statement of material fact or omits to state a material fact
necessary to make the statements contained herein and therein, in light of the
circumstances under which they are made, not misleading.

                                   ARTICLE 8
                             ADDITIONAL AGREEMENTS
                             ---------------------

     8.1  Access to Information; Prohibition on Insider Trading.  At all times
          -----------------------------------------------------
prior to the Closing, IDX will afford the officers and authorized
representatives of AMP access to each Company Entity's properties, books and
records that may relate to or concern the Merger and will furnish such parties
with such additional financial, operating and other information as to the
business and properties of the Company Entities as such parties may from time to
time reasonably request.  Such parties shall also be allowed access, upon
reasonable notice, to consult with the officers, employees, accountants, counsel
and agents of the Company Entities in connection with such investigation of the
properties and business of the Company Entities.  In addition, at all times
prior to the Closing, AMP will afford the officers and authorized
representatives of IDX access to all of AMP's properties, books and records that
may relate to or concern the Merger and will furnish such parties with such
additional financial, operating and other information as to the business and
properties of AMP as such parties may from time to time reasonably request.
Such parties shall also be allowed access, upon reasonable notice, to consult
with the officers, employees, accountants, counsel and agents of AMP in
connection with such investigation of the properties and business of AMP.  In
each case, such access or investigation shall be subject to the terms of that
certain letter agreement signed by AMP and IDX dated August 27, 2000 addressed
to IDX from AMP and providing for, among other things, the mutual obligations of
the parties with respect to confidential treatment of information provided by
AMP and IDX (the "Confidentiality Agreement").  In addition, the Company
                  -------------------------
Entities and AMP shall each take responsible steps to assure that any person who
receives nonpublic information concerning the Merger or the other party will
treat the information confidentially as provided in this Section and not
directly or indirectly buy or sell, or advise or encourage other persons to buy
or sell, AMP's stock until such information is properly disclosed to the public.

     8.2  No Solicitation; Acquisition Proposals.
          --------------------------------------

     (a) Unless and until this Agreement is terminated pursuant to Article 11
hereof, neither IDX nor any Affiliate thereof nor any Representatives thereof
retained by IDX shall directly or indirectly (i) solicit, initiate or encourage
the making of any Acquisition Proposal by any Person, (ii) participate in any

                                      40
<PAGE>

discussions or negotiations regarding, or furnish to any other person,
corporation or other entity, any information with respect to, or otherwise
cooperate in any way with, or assist or participate in, facilitate or encourage,
any effort or attempt by any other person, in connection with, an Acquisition
Proposal; or (iii) enter into any contract, agreement or understanding, whether
oral or written, that would prevent the consummation of the Merger.  In the
event any Company Entity shall directly or indirectly receive or become aware of
a proposal relating to any acquisition or business combination involving any of
the Company Entities, the Company Entities shall immediately notify AMP in
writing of the terms of such proposal.  IDX agrees that it will, and will cause
the other Company Entities and its and their respective officers, directors and
representatives to, immediately cease and cause to be terminated any activities,
discussions or negotiations existing as of the date of this Agreement with any
parties conducted heretofore with respect to any acquisition, business
combination, equity interest or similar transaction with respect to the Company
Entities.  Notwithstanding anything herein to the contrary, IDX and its Board of
Directors shall be permitted to engage in any discussions or negotiations with,
or provide any information to, any Person in response to an unsolicited
Acquisition Proposal (which may include an Acquisition Proposal resulting from
solicitation efforts prior to the date hereof, but not any Acquisition Proposal
solicited subsequent to the date hereof or that results from a breach of this
Section 8.2) by any such Person, but only if and only to the extent that (A)
                                 -----------
IDX's Board of Directors concludes in good faith and consistent with its
fiduciary duties, after consulting with its independent financial advisors, that
such Person is reasonably capable of consummating such Acquisition Proposal and
that such Acquisition Proposal is a Superior Proposal (such conclusion by the
Board is referred to below as a "Superior Determination"), (B) prior to
providing any information or data to any Person in connection with such Superior
Proposal by any such Person, IDX receives from such Person an executed
confidentiality agreement containing customary confidentiality provisions (with
terms similar to the terms of the Confidentiality Agreement entered into by IDX
and AMP), and (C) prior to entering into such negotiations with any Person, IDX
notifies AMP of the receipt of the Superior Proposal and shall in such notice
indicate in reasonable detail the identity of the offeror and the material terms
and conditions of any proposal.

     (b) Except as provided in the following sentence, neither IDX nor its Board
of Directors shall (i) withdraw or modify in a manner adverse to AMP or Merger
Corp. the approval by such Board of Directors of this Agreement, the Merger or
the favorable recommendation of the Board with respect thereto, (ii) approve or
recommend any Acquisition Proposal, or (iii) cause or permit the Company or any
Company Entity to enter into any agreement with respect to any Acquisition
Proposal.  Notwithstanding the foregoing or anything else to the contrary in
this Agreement or any other agreement, in the event that IDX has received a
Superior Proposal not solicited in violation of this Agreement that is the
subject of a Superior Determination, then IDX's Board of Directors may, if the
Board of Directors of the Company determines in good faith, after consultation
with outside counsel, that it is advisable to do so consistent with its
fiduciary duties to the Company's stockholders under applicable law, (x)
withdraw or modify its approval or recommendation of this Agreement and the
Merger and disclose the same to its stockholders or otherwise make disclosure to
them, or (y) approve or recommend such Superior Proposal; provided, however,
that in no event may the Board of Directors take either such action earlier than
the conclusion of the third full business day following notice to AMP of such
intention of the Board of Directors to do so.

     8.3  Affirmative Covenants of the Company Entities.    From the date hereof
          ---------------------------------------------
until the earlier of the Effective Time or the termination of this Agreement as
permitted by the terms hereof, IDX covenants and agrees that, unless the prior
written consent of AMP shall have been obtained, and except as otherwise
expressly provided herein, IDX and each other Company Entity shall (and IDX
hereby agrees to cause the other Company Entities to) comply with the
requirements of this Section 8.3):

                                      41
<PAGE>

               (i)    operate its business only in the usual, regular, and
          ordinary course of business, consistent with past practices;

               (ii)   use reasonable commercial efforts to preserve intact its
          business organization, licenses, permits, government programs, private
          programs and customers;

               (iii)  use reasonable commercial efforts to retain the services
          of its employees, agents and consultants on terms and conditions not
          less favorable than those existing prior to the date hereof and to
          ensure that there are no material or adverse changes to employee
          relations;

               (iv)   keep and maintain its assets in their present condition,
          repair and working order, except for normal depreciation and wear and
          tear, and maintain its insurance, rights and licenses;

               (v)    pay all accounts payable of the Company Entity in
          accordance with past practice and collect all accounts receivable in
          accordance with past practice;

               (vi)   consult with AMP prior to undertaking any new business
          opportunity outside the ordinary course of business and not undertake
          such new business opportunity without the prior written consent of
          AMP;

               (vii)  confer on a regular and frequent basis with one or more
          designated representatives of AMP to report material operational
          matters and to report the general status of ongoing business
          operations;

               (viii) make available to AMP true and correct copies of all
          internal management and control reports (including aging of accounts
          receivable, listings of accounts payable, and inventory control
          reports) and financial statements related to the Company Entities and
          furnished to management of the Company Entities;

               (ix)   cause all tax returns that have not been filed prior to
          the date hereof to be prepared and filed on or before the date such
          tax return is required to be filed (taking into account any extensions
          of the filing deadlines granted); provided, however, that any such tax
          return shall not be filed without a reasonable opportunity for prior
          review and comment by AMP;

               (x)    as soon as reasonably practicable after they become
          available, but in no event more than thirty (30) days following the
          end of each calendar month, deliver to AMP true and complete copies of
          its monthly financial statements for each calendar month ending
          subsequent to the date hereof on the format historically utilized by
          the Company Entity;

               (xi)   perform in all material respects all obligations under
          agreements relating to or affecting its assets, properties or rights;

               (xii)  keep in full force and effect present insurance policies
          or other comparable insurance coverage; and

                                       42
<PAGE>

               (xiii) notify AMP of (i) any event or circumstance which has
          caused or constituted, or is reasonably likely to have, a Company
          Material Adverse Effect or would cause or constitute a breach of any
          of the representations, warranties or covenants contained herein by
          the Company Entities; or (ii) any material change in the normal course
          of business or in the operation of the assets, and of any governmental
          complaints, investigations or hearings (or communications indicating
          that the same may be contemplated), adjudicatory proceedings, budget
          meetings or submissions involving the Company Entities or any material
          property of the Company Entities.  Each Company Entity agrees to keep
          AMP fully informed of such events and to permit AMP's representatives
          prompt access to all materials prepared in connection therewith.

     8.4  Negative Covenants of the Company Entities.   From the date hereof
          ------------------------------------------
until the earlier of the Effective Time or the termination of this Agreement as
permitted by the terms hereof, IDX covenants and agrees that IDX and each other
Company Entity shall not (and IDX hereby agrees to cause the other Company
Entities not to) do any of the following without the prior written consent of
AMP:

               (i)    take any action which would (i) adversely affect the
          ability of any party to the Merger Documents to obtain any consents
          required for the transactions contemplated thereby, or (ii) adversely
          affect the ability of any party hereto to perform its covenants and
          agreements under the Merger Documents;

               (ii)   amend any of its organizational or governing documents;

               (iii)  incur any additional debt obligation or other obligation
          for borrowed money except in the ordinary course of the business of
          the Company Entities consistent with past practices, or impose, or
          suffer the imposition, on any asset of the Company Entities of any
          lien or permit any such lien to exist;

               (iv)   repurchase, redeem, or otherwise acquire or exchange,
          directly or indirectly, any IDX Common Stock, or any securities
          convertible into IDX Common Stock, or declare or pay any dividend or
          make any other distribution in respect of IDX Common Stock;

               (v)    other than pursuant to the Merger Documents, issue, sell,
          pledge, encumber, authorize the issuance of, enter into any contract
          to issue, sell, pledge, encumber, or authorize the issuance of, or
          otherwise permit to become outstanding, any additional IDX Common
          Stock or any rights with respect to any IDX Common Stock;

               (vi)   purchase or acquire any assets or properties, whether real
          or personal, tangible or intangible, or sell or dispose of any assets
          or properties, whether real or personal, tangible or intangible,
          except in the ordinary course of business and consistent with past
          practices;

               (vii)  adjust, split, combine or reclassify any IDX Common Stock
          or issue or authorize the issuance of any other securities in respect
          of or in substitution for IDX Common Stock, or sell, lease, mortgage
          or otherwise dispose of or otherwise encumber any asset having a book
          value in excess of $50,000 other than in the ordinary course of
          business for reasonable and adequate consideration;

                                      43
<PAGE>

               (viii)  purchase any securities or make any material investment,
          either by purchase of stock or other securities, contributions to
          capital, asset transfers, or purchase of any assets, in any entity, or
          otherwise acquire direct or indirect control over any other entity;

               (ix)    grant any increase in compensation or benefits to the
          employees or officers of the Company Entities or Company Practices,
          except in accordance with past practice as to employees that are not
          officers; pay any severance or termination pay or any bonus other than
          pursuant to written policies or written contracts in effect as of the
          date hereof and disclosed on the Schedules hereto; enter into or amend
                                           ---------
          any severance agreements with officers of the Company Entities; or
          grant any material increase in fees or other increases in compensation
          or other benefits to directors of the Company;

               (x)     other than as contemplated by this Agreement or as set
          forth on Schedule 8.4, enter into or amend any employment contract
                   ------------
          between any Company Entities and any person or entity (unless such
          amendment is required by law) that the Company does not have the
          unconditional right to terminate without liability (other than
          liability for services already rendered), at any time on or after the
          Effective Time;

               (xi)    adopt any new employee benefit plan or make any material
          change in or to any existing employee benefit plans other than any
          such change that is required by law or that, in the opinion of
          counsel, is necessary or advisable to maintain the tax qualified
          status of any such plan;

               (xii)   make any significant change in any tax or accounting
          methods or systems of internal accounting controls, except as may be
          appropriate to conform to changes in tax laws or regulatory accounting
          requirements or GAAP;

               (xiii)  commence any litigation other than in accordance with
          past practice, settle any litigation involving any liability of the
          Company Entities for material money damages or restrictions upon the
          operations of the Company Entities;

               (xiv)   except as set forth on Schedule 8.4, modify, amend or
                                              ------------
          terminate any material contract or waive, release, compromise or
          assign any material rights or claims;

               (xv)    except in the ordinary course of business and, even if in
          the ordinary course of business, then not in an amount to exceed
          $100,000 in the aggregate, make or commit to make any capital
          expenditure, or enter into any lease of capital equipment as lessee or
          lessor;

               (xvi)   take any action, or omit to take any action, which would
          cause any of the representations and warranties contained in Article 6
          to be untrue or incorrect;

               (xvii)  make any loan to any person or increase the aggregate
          amount of any loan currently outstanding to any person;

               (xviii) take any actions that would, or would be reasonably
          likely to, prevent AMP from accounting for the Merger in accordance
          with the pooling of interests method of accounting under the
          requirements of Opinion No. 16 "Business Combinations" of the
          Accounting Principles Board of the American Institute of Certified
          Public Accountants,

                                      44
<PAGE>

          as amended by applicable pronouncements by or interpretations issued
          by the Financial Accounting Standards Board or the SEC;

               (xix)  take any action that would give rise to a claim under the
          WARN Act or any similar state law or regulation because of a "plant
          closing" or "mass layoff" (each as defined in the WARN Act);

               (xx)   make any election under any of its stock option plans to
          pay cash in exchange for terminating awards under such plans; or

               (xxi)  agree, in writing or otherwise, to take any of the
          foregoing actions or take any action that would result in any of the
          conditions to the Merger not being satisfied, or, except as otherwise
          allowed hereunder, that could reasonably be expected to prevent,
          impede, interfere with or significantly delay the transactions
          contemplated hereby.

     8.5  Affirmative Covenants of AMP.   From the date hereof until the
          ----------------------------
earlier of the Effective Time or the termination of this Agreement as permitted
by the terms hereof, AMP covenants and agrees that, unless the prior written
consent of IDX shall have been obtained, and except as otherwise expressly
provided herein, AMP and each of its Subsidiaries shall:

               (i)    use reasonable commercial efforts to preserve intact its
          business organization, licenses, permits, government programs, private
          programs and customers;

               (ii)   notify IDX of (i) any event or circumstance which has
          caused or constituted, or is reasonably likely to have, an AMP
          Material Adverse Effect or would cause or constitute a breach of any
          of AMP's or Merger Corp's representations, warranties or covenants
          contained herein; or (ii) any material change in the normal course of
          business or in the operation of AMP's assets, and of any material
          governmental complaints, investigations or hearings (or communications
          indicating that the same may be contemplated) or adjudicatory
          proceedings;

               (iii)  promptly prepare and file with Nasdaq any required listing
          applications covering the shares of AMP Common Stock issuable in the
          Merger or upon exercise of the IDX Options and IDX Warrants; and

               (iv)   as soon as reasonably practicable after they become
          available, deliver to IDX true and complete copies of AMP's monthly
          financial statements for each calendar month ending subsequent to the
          date hereof on the format historically utilized by AMP.

     8.6  Negative Covenants of AMP.  From the date hereof until the earlier
          -------------------------
of the Effective Time or the termination of this Agreement as permitted by the
terms hereof, AMP covenants and agrees that neither it nor any of its
Subsidiaries will do any of the following without the prior written consent of
IDX:

               (i)    take any action which would (i) adversely affect the
          ability of any party to the Merger Documents to obtain any consents
          required for the transactions contemplated thereby, (ii) adversely
          affect the ability of any party to the Merger Documents to cause any
          of the conditions set forth in Article 9 to be satisfied, or

                                      45
<PAGE>

          (iii) adversely affect the ability of any party hereto to perform its
          covenants and agreements under the Merger Documents;

               (ii)   take any action, or omit to take any action, which would
          cause any of the representations and warranties contained in Article 7
          to be untrue or incorrect;

               (iii)  take any actions that would, or would be reasonably likely
          to, prevent AMP from accounting for the Merger in accordance with the
          pooling of interests method of accounting under the requirements of
          Opinion No. 16 "Business Combinations" of the Accounting Principles
          Board of the American Institute of Certified Public Accountants, as
          amended by applicable pronouncements by or interpretations issued by
          the Financial Accounting Standards Board or the SEC; or

               (iv)   agree, in writing or otherwise, to take any of the
          foregoing actions or take any action that would result in any of the
          conditions to the Merger not being satisfied, or, except as otherwise
          allowed hereunder, that could reasonably be expected to prevent,
          impede, interfere with or significantly delay the transactions
          contemplated hereby.

     8.7  Confidentiality, Public Announcements.   The parties hereby affirm
          -------------------------------------
and ratify the terms of the Confidentiality Agreement (it being agreed however
that the Confidentiality Agreement may not be amended or modified without the
written agreement of both IDX and AMP).  Neither AMP or Merger Corp, nor any
Company Entity nor any Affiliate, representative, employee, or shareholder of
any of such Persons, shall disclose any of the terms of this Agreement to any
third party (other than to AMP's advisors and senior lending group and the
advisors of IDX within the limits provided in the Confidentiality Agreement)
without AMP's and IDX's prior written consent unless required by any applicable
law or order (but in any event subject to the applicable terms of the
Confidentiality Agreement).  The form, content and timing of any and all press
releases, public announcements or publicity statements prior to Closing with
respect to this Agreement or the transactions contemplated hereby shall be
subject to the prior approval of AMP and IDX which shall not be unreasonably
withheld, subject to exceptions for legally required disclosures as provided in
the previous sentence and the terms of the Confidentiality Agreement.  AMP and
IDX shall confer with each other prior to the issuance of any reports, public
statements or releases pertaining to this Agreement or any transaction
contemplated hereby and shall not issue any such press release or make any such
public statement prior to such consultation, except as may be required by
applicable law or court process or by obligations pursuant to any listing
agreement with Nasdaq or similar self-regulatory agency and subject to the terms
of the Confidentiality Agreement.

     8.8  Accounting and Tax Treatment.    Each of the Parties undertakes and
          ----------------------------
agrees to use its reasonable efforts to cause the Merger to be accounted for
under the pooling of interests method of accounting, and not to take any action
that would cause the Merger not to qualify for treatment as a "reorganization"
with the meaning of Section 368 of the Code.

     8.9  Filings with State Offices.   Upon the terms and subject to the
          --------------------------
conditions of this Agreement, the Company and Merger Corp. shall execute and
file Articles of Merger with the Secretary of State of the State of Tennessee in
connection with the Closing.

     8.10  Agreement as to Efforts to Consummate.  Subject to the terms and
           -------------------------------------
conditions of this Agreement, each party agrees to use, and to cause its
Subsidiaries to use, its reasonable commercial efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, all things necessary,
proper, or advisable under applicable laws to consummate and make effective, as
soon as reasonably

                                      46
<PAGE>

possible after the date of this Agreement, the Merger, including using its
reasonable efforts to lift or rescind any order adversely affecting its ability
to consummate the Merger and to cause to be satisfied the conditions referred to
Articles 9 and 10 that it is required to obtain; provided, that nothing herein
shall preclude either party from exercising its rights under this Agreement.
Each party shall use, and shall cause each of its Subsidiaries to use, its
reasonable commercial efforts to obtain all consents necessary or desirable and
which it is required to obtain for the consummation of the Merger.

     8.11  Reports.   Each party and its Subsidiaries, as applicable, shall
           -------
file all reports required to be filed by it with regulatory authorities between
the date of this Agreement and the Effective Time.  Any financial statements
contained in any such reports shall be prepared in accordance with laws
applicable to such reports.

     8.12  Applications; Antitrust Notification.   If a filing is required by
           ------------------------------------
the HSR Act with respect to the Merger, each of the Parties will use their
reasonable best efforts to file within five business days of the date of this
Agreement with the United States Federal Trade Commission ("FTC") and the United
States Department of Justice ("DOJ") the notification and report form and
documents required for the transactions contemplated hereby and any supplemental
or additional information which may reasonably be requested in connection
therewith pursuant to the HSR Act and will comply in all material respects with
the requirements of HSR Act.  Each party shall furnish to the other party such
necessary information and assistance as the other party may request in
connection with its preparation of necessary filings or submissions to the FTC,
the DOJ or any other governmental, regulatory or administrative agency or
authority.  Additionally, each of the Parties will take all such further action
as reasonably may be necessary to resolve objections, if any, of the FTC, DOJ,
state antitrust authorities or competition authorities of any jurisdiction under
relevant antitrust or competition laws with respect to the transactions
contemplated hereby.

     8.13  Issuance of Shares; Shareholder Approval.
           ----------------------------------------

          (a) The AMP Common Stock to be issued in the Merger will be issued by
AMP relying on an exemption from registration pursuant to Section 4(2) under the
Securities Act and Regulation D thereunder or similar exemptions under the
Securities Act.  The certificates representing the shares of AMP Common Stock
shall bear appropriate legends to identify such shares as "restricted
securities" under the Securities Act to comply with applicable federal and state
securities laws.  IDX acknowledges and agrees that in order for AMP to rely on
such exemptions from registration, AMP will be required to obtain certain
representations made by the Shareholders including, but not limited to,
representations concerning status as an "accredited investor" within the meaning
of Regulation D of the Securities Act and regarding limitations on resales of
the AMP Common Stock.

          (b) So long as required in the reasonable opinion of AMP's counsel,
stock transfer orders will be given to AMP's Transfer Agent in connection with
the certificates to be issued representing the AMP Common Stock issued pursuant
to this Agreement and such certificates will bear legends substantially as
follows (the second legend below will apply only to the certificates for shares
held by the Escrow Agent):

              "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
     NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF, NOR WILL ANY
     ASSIGNEE OR ENDORSEE HEREOF BE RECOGNIZED AS AN OWNER HEREOF BY
     THE ISSUER FOR ANY PURPOSE, UNLESS A REGISTRATION STATEMENT UNDER
     THE SECURITIES ACT OF 1933, AS AMENDED, WITH

                                      47
<PAGE>

     RESPECT TO SUCH SHARES SHALL THEN BE IN EFFECT OR UNLESS THE
     AVAILABILITY OF AN EXEMPTION FROM REGISTRATION WITH RESPECT TO
     ANY PROPOSED TRANSFER OR DISPOSITION OF SUCH SHARES SHALL HAVE
     BEEN ESTABLISHED TO THE SATISFACTION OF THE ISSUER. IN ADDITION,
     THESE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE
     SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED
     EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE APPLICABLE
     STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION OR
     QUALIFICATION UNDER SUCH LAWS."

     "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
     CANCELLATION PURSUANT TO THE TERMS AND CONDITIONS OF AN AGREEMENT
     AND PLAN OF MERGER DATED AS OF NOVEMBER 7, 2000 AND AN ESCROW
     AGREEMENT DATED _______, 2000, WHICH AGREEMENTS MAY BE EXAMINED
     AT THE OFFICES OF THE COMPANY."

     In addition, the certificates delivered to each Shareholder under
Article 4 will include one certificate representing the number of shares of AMP
Common Stock which such Shareholder may be entitled to have registered under
(and subject to the terms of, and such Shareholder's execution and delivery of)
the Registration Rights Agreement (the "Registration Shares").  Such
certificates representing the Registration Shares will bear the first legend
below, and the other certificates delivered under Article 4 will bear the second
legend below:

     "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE ELIGIBLE FOR
     REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
     PURSUANT TO THE TERMS AND CONDITIONS OF A REGISTRATION RIGHTS
     AGREEMENT DATED AS OF _______, 200__, WHICH AGREEMENT MAY BE
     EXAMINED AT THE OFFICES OF THE COMPANY."

     "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE NOT ELIGIBLE FOR
     REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
     PURSUANT TO THE TERMS AND CONDITIONS OF A REGISTRATION RIGHTS
     AGREEMENT DATED AS OF _______, 200__, WHICH AGREEMENT MAY BE
     EXAMINED AT THE OFFICES OF THE COMPANY."

          (c) IDX shall call a shareholder meeting, to be held as soon as
reasonably practicable after the date hereof, for the purpose of voting upon
approval of this Agreement and the Merger, and such other related matters as it
deems appropriate with the consent of AMP (which consent shall not be
unreasonable withheld).  In connection with such shareholder meeting, (i) IDX
shall prepare a Proxy Statement and mail such Proxy Statement to all of IDX's
stockholders and to other persons to whom such delivery is required under
applicable securities law or agreements, and IDX shall include in the Proxy
Statement appropriate disclosures and information concerning IDX and AMP and the
Merger as are required by Rule 502(b) under the Securities Act, (ii) AMP shall
prepare and provide to IDX for inclusion in the Proxy Statement appropriate
disclosures and information concerning AMP as are required by Rule 502(b) under
the Securities Act, (iii) the Parties shall furnish to each other all
information concerning them that they may reasonably request in connection with
such Proxy Statement, (iv) the Board of Directors of IDX shall recommend to its
stockholders the approval of the matters submitted for approval (subject to
Section 8.2(b)), and (v) the Board of Directors and officers of IDX shall use
commercially reasonable efforts to obtain such stockholders' approval (subject
to Section 8.2(b)).  The Proxy Statement and all materials submitted to
Shareholders to seek their consent or vote

                                      48
<PAGE>

shall be subject to prior review and approval by AMP (which approval shall not
be unreasonably withheld).

     8.14  Affiliate Agreements.   The agreements to be entered into pursuant
           --------------------
to the following provisions of this Section 8.14 are sometimes referred to
herein as the "Affiliate Agreements".
               --------------------

          (a) IDX shall, within five business days of the date of this
Agreement, deliver to AMP a list setting forth the names and addresses of all
Persons who are, or at the time of the IDX Shareholders Meeting, in the
reasonable judgment of IDX, "affiliates" of the Company for purposes of Rule 145
under the Securities Act or under applicable SEC accounting releases with
respect to pooling of interests accounting treatment. IDX shall furnish such
information and documents as AMP may reasonably request for the purpose of
reviewing such list. IDX shall use its reasonable best efforts to cause each
Person who is identified as an "affiliate" in the list furnished pursuant to
this Section 8.14(a) to execute a written agreement on or prior to the Effective
Time, in substantially the form of Exhibit E-1 hereto.
                                   -----------

          (b) AMP shall, within five business days of the date of this
Agreement, deliver to the Company a list setting forth the names and addresses
of all Persons who are, or at the time of the IDX Shareholders Meeting, in AMP's
reasonable judgment, "affiliates" of AMP under applicable SEC accounting
releases with respect to pooling of interests accounting treatment.  AMP shall
furnish such information and documents as the Company may reasonably request for
the purpose of reviewing such list. AMP shall use its reasonable best efforts to
cause each Person who is identified as an "affiliate" in the list furnished
pursuant to this Section 8.14(b) to execute a written agreement at or prior to
the Effective Time, in substantially the form of Exhibit E-2 hereto.
                                                 -----------

     8.15  Registration of Shares.   AMP will use all reasonable best efforts
           ----------------------
to cause a registration statement to be filed and to become effective pursuant
to the terms of the Registration Rights Agreement in the form attached as
Exhibit F (the "Registration Rights Agreement") following execution and delivery
- ---------
of such agreement at Closing.

     8.16  Availability of Rule 144 Information.  AMP agrees, during the two-
           ------------------------------------
year period commencing on the Effective Time, to:

     (i)   use its commercially reasonable efforts to make and keep "current
public information" about AMP available, as those terms are understood and
defined in Rule 144 under the Securities Act;

     (ii)  use its commercially reasonable to file with the SEC in a timely
manner all reports and other documents required of AMP to be filed under the
Securities Act and the Exchange Act; and

     (iii) furnish to any Shareholder holding shares of AMP Common Stock issued
in the Merger, upon request (i) a written statement by the AMP as to AMP's
compliance with the reporting requirements of Rule 144 and of the Securities Act
and the Exchange Act, (ii) a copy of the most recent annual or quarterly report
filed by AMP with the SEC (or instructions as to how to access through the
internet the SEC's publicly available EDGAR database to obtain such reports).

     In addition, between the date of this Agreement and the Effective Time, AMP
shall file on a timely basis all reports required to be filed by it under the
1934 Act, and upon request shall provide copies of such reports to counsel for
IDX.

     8.17  Closing Working Capital; Pre-Closing Balance Sheet.
           --------------------------------------------------

                                      49
<PAGE>

     (a) If IDX's "Closing Working Capital" (as defined below) is less than
$4,174,266 (the "Minimum Working Capital"), then the Escrow Shares shall be
                 -----------------------
subject to cancellation as provided in this Section 8.17 and the Escrow
Agreement.  The number of Escrow Shares to be cancelled shall be equal to the
quotient of (i) the amount by which the Closing Working Capital is less than the
Minimum Working Capital (the "Working Capital Deficiency"), divided by (ii) the
                              --------------------------
Average Trading Price (as defined in Article 13 hereof).  "Closing Working
                                                           ---------------
Capital" means the consolidated Working Capital of IDX as of the Closing Date as
- -------
of the time immediately prior to Closing, determined in accordance with GAAP
and, to the extent not inconsistent therewith, applied in a manner consistent
with past practice of IDX.  "Working Capital" means the sum of all cash and cash
                             ---------------
equivalents, accounts receivable (net of bad debt allowance), inventory, and
prepaid expenses and other current assets, minus all accounts payable, accrued
                                           -----
salary and wages, and all other current liabilities (which current liabilities
                                                     -------------------------
shall include without limitation all expenses incurred by IDX (on a consolidated
- -------------
basis) in connection with planning, preparation and consummation of the Merger
and this Merger Agreement and the transactions contemplated hereby, including,
without limitation (and without duplication), (A) the fees and expenses of legal
counsel, accounting firms and financial advisors, (B) the adjustments to current
assets and "Other Current Liabilities" reflected in the "Merger and
Restructuring Costs" in the InformDX Projected Balance Sheet attached as

Schedule 8.17 (subject to adjustment to the extent of any differences between
- -------------
such projected costs and the actual amounts of such costs), including without
limitation the Termination Payments, Stay Bonuses and Severance indicated in
Schedule 8.17, and (C) the payments required to be listed in Schedule 6.3
pursuant to clause (iv) of Section 6.3 (including payments specified in the last
sentence of Section 6.3); and which current liabilities shall exclude the
                              ---------------------------------------
following current liabilities:  (Y) "current portion of long-term debt and
capital leases" and (Z) "restructuring and purchase accounting".

     (b) Within ninety (90) days after the Closing Date, AMP's financial
officers shall prepare, and Deloitte & Touche LLP (AMP's independent public
accountants) shall complete an audit of, the determination of Closing Working
Capital .  At the completion of the audit, AMP shall deliver written notice (the
"Working Capital Notice") to the Shareholders' Representative and the Escrow
 ----------------------
Agent of the amount of Closing Working Capital determined pursuant to such
audit, and the amount of the Working Capital Deficiency (if any).  If the
Working Capital Deficiency is disputed by the Shareholders' Representative as
provided in the Escrow Agreement, the resolution of such dispute shall be
conducted as provided in the Escrow Agreement.  If there is a Working Capital
Deficiency, the Working Capital Notice shall also indicate the amount charged by
Deloitte & Touche LLP for conducting such audit, which charges shall be
addressed as provided in the Escrow Agreement.

     (c) Delivery of Pre-Closing Balance Sheet.  No later than the fifth (5th)
         -------------------------------------
business day prior to the Closing Date (and no earlier than the 10th business
day prior to the Closing Date), IDX shall prepare and deliver to AMP a pro forma
balance sheet of IDX (on a consolidated basis) as of a date within 10 days prior
to the Closing Date (the "Pre-Closing Balance Sheet") (which Pre-Closing Balance
Sheet shall include accruals through such date for all expenses incurred by IDX
(on a consolidated basis) in connection with planning, preparation and
consummation of the Merger and this Merger Agreement and the transactions
contemplated hereby, including, without limitation, all fees and expenses of
legal counsel, accounting firms, and financial advisors, and other current
liabilities included in the definition of Working Capital in paragraph (a) of
this Section 8.17 (and accruals for reasonable estimates of such expenses
through the Closing Date for which invoices have not yet been received by IDX)).
The Pre-Closing Balance Sheet shall be prepared on a basis consistent with the
Company Financial Statements and shall present fairly in all material respects
the consolidated financial condition of IDX as of the date thereof. No later
than five (5) business days prior to the Closing Date (and no earlier than the
10th business day prior to the Closing Date), IDX shall provide AMP with its
estimate of IDX's Accounts Receivable and Accounts Payable that will be
outstanding as of the Closing Date (including estimates of all fees and expenses
of legal counsel, accounting firms, and financial advisors, whether or not
invoices

                                      50
<PAGE>

have not yet been received by IDX, as well as copies of all invoices
received from such persons and written estimates of invoices not yet received).
IDX represents and warrants that it has delivered to AMP copies of all invoices,
engagement letters and agreements for such services that IDX has received
through the date of this Agreement and IDX agrees that it shall promptly deliver
to AMP all such documents that it hereafter receives through the time of
Closing.

     (d) IDX represents and warrants to AMP that the aggregate outstanding
balance under IDX's credit agreement referenced in Section 9.16 as of the time
immediately prior to Closing (and prior to the payment thereof contemplated in
Section 9.16) will not exceed the amount specified in Section 9.16.

8.18 Benefit Plans.
     --------------

     (a)  Pension Benefit Plans.
          ---------------------

          (i)  Throughout the Transition Period (defined below), AMP or its
subsidiaries shall sponsor one or more retirement plans qualified under Section
401(a) of the Internal Revenue Code that, in the aggregate, shall provide
Equivalent Benefits (as defined below) to all Current IDX Plan Participants (as
defined below.)  For purposes of this section 8.18(a)(i), "Equivalent Benefits"
shall mean benefits that are equal to or greater, in all material respects, than
the benefits provided through the combination of the Pathology Consultants of
America, Inc. 401(k)/Profit sharing Plan and Trust and the Pathology Consultants
of America, Inc. Money Purchase Pension Plan and Trust (the "PCA Plans").  Such
benefits shall include: (1) the right to make employee contributions to the plan
on a pre-tax basis, provided that such right may be eliminated to the extent
that such employee contributions are replaced by employer contributions; (2) the
right to be credited with employer contributions; (3) the right to have such
contributions vest at least as fast as under the vesting schedule in effect on
the Closing Date; (4) the right to direct the investment of funds in the
participant's accounts; and (5) the right of a participant to take withdrawals
and loans from his own accounts. The plan or plans providing such Equivalent
Benefits are hereinafter referred to as the "IDX Plans."  IDX agrees that if the
PCA Plans are used to provide the benefits described above in this Section
8.18(a)(i), the benefits so provided by the PCA Plans shall be deemed to be
Equivalent Benefits.  For purposes of this Section 8.18, "Transition Period"
shall mean the period commencing on the Closing Date and continuing through
December 31, 2001.  For purposes of this Section 8.18, "Current IDX Plan
Participants" shall mean all individuals who are both (x) participants in a PCA
Plan as of the Closing Date, and (y) employees of AMP or any of its
subsidiaries, or of any Company Practice that is not a Specified Practice, as of
the day immediately following the Closing Date.  Notwithstanding the above, AMP
shall have the right to amend either or both of the PCA Plans, or cause such
plan to be amended, including, but not limited to any amendments necessary to
maintain the status of such plans as qualified under Section 401(a) of the
Internal Revenue Code, any amendments desired to reflect the transactions
contemplated by this Agreement, or any amendments necessary to merge,
consolidate or transfer all or a portion of the assets and liabilities of such
PCA Plan with and into any retirement plan(s) sponsored by AMP that is qualified
under Section 401(a) of the Code.

          (ii) Throughout the Transition Period, AMP or one of its subsidiaries
as determined by AMP shall continue to sponsor the PCA Plans for the benefit of
those employees of the Specified Practices, including without limitation leased
employees with respect to which a Specified Practice is the recipient within the
meaning of Code Section 414(n), who were participants in the PCA Plans on the
Closing Date, with benefits to be funded by the respective Specified Practices.
In the event that AMP determines not to continue to sponsor the PCA Plans, or
any other plans, for employees of any Specified Practices for any periods after
the Transition Period, it shall provide notice to the Specified Practices of
that fact a reasonable period of time prior to the date on which it shall cease
such plan sponsorship, and

                                      51
<PAGE>

shall cooperate with the Specified Practices in their assumption of sponsorship
of the PCA Plans or in spinning off the assets of the PCA Plans into new plans
sponsored by the Specified Practices.

          (iii) Each Current IDX Plan Participant who as of the Closing Date
becomes an employee of AMP or its subsidiaries shall be credited with years of
service for eligibility and vesting purposes under any AMP employee pension
benefit plan (within the meaning of Section 3(2) of ERISA) that is qualified
under Section 401(a) of the Code, for prior service with IDX, any Company Entity
or any Company Practice, to the extent that such service was so recognized under
the PCA Plans.

          (b)  Welfare Benefit Plans.   Throughout the Transition Period, AMP or
               ---------------------
one of it subsidiaries shall permit those employees of IDX and its ERISA
Affiliates who are Current IDX Plan Participants, to participate in such
employee welfare benefit plans (within the meaning of Section 3(1) of ERISA),
together with any insurance contracts or agreements related thereto, as AMP
provides to similarly situated employees (the "AMP Welfare Plans").  Each
Current IDX Plan Participant shall be credited with their service with IDX and
its ERISA Affiliates in determining their eligibility to participate in any AMP
Welfare Plans, and shall not be subject to exclusion from such coverage for pre-
existing conditions other than those exclusions that were applicable under the
corresponding employee welfare benefit plans of IDX as in effect immediately
prior to the Closing Date. Notwithstanding the foregoing, AMP may, for any
reason including, without limitation, to prevent an employee welfare benefit
plan from becoming a multiple employer welfare arrangement (within the meaning
of section 3(40) of ERISA), establish additional plans, insurance policies or
contracts that provide benefits which in the aggregate are substantially similar
to those provided under the AMP Welfare Plans, for the benefit of the Current
IDX Plan Participants.  AMP agrees that if and to the extent required under any
existing management services agreement between AMP and a Specified Practice, AMP
shall continue to assist in the negotiation and administration of any employee
welfare benefit plans (within the meaning of Section 3(l) of ERISA) that are
maintained by the Specified Practice.

     8.19 Indemnification of IDX Officers and Directors.  The Charter and bylaws
          ---------------------------------------------
of the Surviving Corporation shall contain provisions with respect to
indemnification substantially to the same effect as those set forth in IDX's
Charter and Bylaws on the date hereof, which provisions shall not be amended,
modified or otherwise repealed for a period of seven years after the Effective
Time in any manner that would adversely affect the rights thereunder as of the
Effective Time (with respect to periods prior to and until the Effective Time)
of individuals who at the Effective Time were directors or officers of IDX,
unless such modification is required after the Effective Time by applicable law.

                                   ARTICLE 9
               CONDITIONS TO OBLIGATIONS OF AMP AND MERGER CORP.
               -------------------------------------------------

     The obligation of AMP and Merger Corp. to consummate the Closing of the
Merger is subject to the satisfaction, or written waiver by AMP, at or prior to
Closing, of each of the following conditions:

     9.1  Representations and Warranties.  The representations and warranties of
          ------------------------------
the Company Entities set forth in this Agreement shall be true and correct in
all material respects as of the Effective Time with the same force and effect as
if such representations and warranties had been made at and as of the Effective
Time, except with respect to any of such representations and warranties
referring to a state of facts existing on a specified date prior to the Closing
Date, it shall be sufficient if at the Effective Time such representation and
warranty continues to describe accurately the state of facts existing on the
date so specified; it being agreed however that any failures in such
representations and warranties to be

                                      52
<PAGE>

true and correct (other than failures as a result of fraud or intentional
misrepresentation) shall not cause the conditions in this Section 9.1 to fail to
be satisfied if such failures do not, individually or in the aggregate, result
in a Company Material Adverse Effect.

     9.2  Performance; Covenants.  All of the terms, covenants and conditions of
          ----------------------
the Merger Documents to be complied with or performed by the Company Entities or
the Shareholders at or prior to Closing shall have been complied with and
performed in all material respects including, but not limited to, the delivery
to AMP of the following documents:

          (a) Good standing certificates regarding IDX and each IDX Subsidiary,
              --------------------------
certified by the Secretary of State of the respective state of incorporation and
all states where such entities are qualified to do business, dated within
fifteen (15) business days of the Closing;

          (b) A certificate dated as of the Closing Date signed by the duly
                -----------
authorized officers of IDX certifying the satisfaction of Section 9.1 and that
the Company Entities have complied in all material respects with all obligations
under this Agreement required to be performed by them at or prior to Closing;

          (c) Necessary Consents and Approvals.  All consents and approvals
              --------------------------------
necessary for the consummation of the transactions contemplated by the Merger
Documents which are disclosed or required to be disclosed in the Schedules
hereto, including any required consents, licenses, permits or other approvals
identified in Schedule 6.3; and the required waiting period under the HSR Act
shall have expired or been terminated as necessary to consummate the Merger
without violation of the HSR Act.

          (d) Resolutions duly adopted by IDX's Board of Directors and
              -----------
Shareholders approving the execution, delivery and performance of this Agreement
and the consummation of the Merger, certified by an appropriate officer of IDX;

          (e) Resignations and Releases in the form attached as Exhibit G
              -------------------------                         ---------
hereto, executed and delivered by each of the officers and directors of the
Company Entities identified in Exhibit G, as applicable, effective as of the
Effective Time (subject to approval by AMP of the items listed in the respective
Exhibits A thereto);

          (f) Termination of Stockholder Agreements; Other Stock Agreements.
              -------------------------------------------------------------
The following agreements shall have been terminated, and evidence of termination
reasonably satisfactory to AMP shall have been delivered to AMP:  (i) the
Investor Stockholder Agreement dated June 30 2000 among IDX, ABS Capital
Partners II, L.P., Union Street Partners, L.P., James Shapiro, Questor Partners
Fund, L.P., Questor Side-By-Side Partners, L.P., and certain other parties
including certain stockholders of IDX, and (ii) all "Stock Agreements" listed in
Schedule 6.13 or other Schedules to this Agreement (other than the "Stock
Agreement" with Stephen F. Drake dated December 24, 1997).

     9.3  No Material Adverse Change.  There shall not have occurred a Company
          --------------------------
Material Adverse Effect between the date hereof and the Effective Time.

     9.4  No Injunction, Etc.  No action or proceeding shall have commenced
          -------------------
before any court or governmental agency, and no applicable legislation shall
have been enacted by any legislative body, to enjoin, restrain, prohibit or
obtain substantial damages in respect of, or which is related to, arises out of,
this Agreement or the consummation of the Merger, if such action, proceeding, or
legislation, in the reasonable judgment of AMP and its counsel, would make it
inadvisable to consummate such

                                      53
<PAGE>

transactions. In the event any order, decree or injunction shall have been
issued, each party shall use its reasonable efforts to remove any such order,
decree or injunction.

     9.5  Legal Opinions.  AMP shall have received an opinion of counsel to the
          --------------
Company Entities substantially in the form attached hereto as Exhibit H (subject
                                                              ---------
to AMP's approval of the opinion of Tennessee counsel referenced therein, which
approval shall not be unreasonably withheld).

     9.6  Pooling-of-Interests.  AMP shall have received (i) a letter addressed
          --------------------
to AMP from AMP's independent accountants, as of a date reasonably approximate
to the date of the Closing, to the effect that, as of such date, AMP is eligible
to participate in a pooling-of-interests combination, (ii) a letter addressed to
AMP from AMP's independent accountants, satisfactory in form and substance, to
the effect that (based in part on the letter from AMP's independent accountants)
the Merger should be treated as a pooling-of-interests for accounting and
financial reporting purposes, subject to satisfaction of post-Merger conditions,
and (iii) a copy of the letter delivered to the accountants for IDX that IDX is
eligible to participate in a pooling-of-interests combination.

     9.7  Affiliate Agreements.  AMP shall have received the Affiliate
          --------------------
Agreements contemplated by Section 8.14.

     9.8  Management Employment Agreements; Termination of Severance Agreements.
          ---------------------------------------------------------------------
Brian Carr and James Billington shall have entered into employment agreements in
substantially the applicable forms attached as Exhibit I (the "Employment
                                               ---------       ----------
Agreements").
- ----------

     9.9  Investment Representation Letters.  Subject to the permitted
          ---------------------------------
exceptions indicated in this Section 9.9 below, all Shareholders shall have
completed, executed and delivered the Investment Representation Letter in the
form attached hereto and indicated therein that such Shareholder is an
Accredited Investor (provided, however, that the conditions in this Section 9.9
shall not be deemed to be unsatisfied if no more than 35 Shareholders in the
aggregate fail to so deliver the Investment Representation Letter or indicate
therein that they are not Accredited Investors; and further provided that any
holder of Assumed Options who is not a holder of any IDX Common Stock or IDX
Warrants that fails to so deliver the Investment Representation Letter need not
be counted for purposes of such 35-holder limit on failures to deliver the
Investment Representation Letter), and copies of all such Investment
Representation Letters shall have been delivered to AMP.  In addition, if this
Section 9.9 is not otherwise satisfied pursuant to its terms, AMP may, in AMP's
discretion, rely on other documentation reasonably satisfactory to AMP in order
to provide AMP with reasonable assurances in the nature of those provided in the
Investment Representation Letters (including, without limitation, that the
Shareholder(s) in question are Accredited Investors), with respect to one or
more of the Shareholders that fails to deliver the Investment Representation
Letter as required under this Section 9.9;.

     9.10 IDX Shareholder Approval.  This Agreement and the Merger and all other
          ------------------------
documents and instruments to be delivered in connection herewith, shall have
been approved by the Shareholders in accordance with TBCA.  In addition, the
holders of no more than ten percent (10%) of IDX Common Stock shall have pursued
dissenters rights under the TBCA by giving notice of intent to demand payment
for his shares in connection with the Merger as provided in Chapter 23 of the
TBCA or otherwise.

     9.11 [intentionally omitted]

     9.12 Articles of Merger.  IDX shall have executed and delivered to AMP and
          ------------------
Merger Corp. the articles of merger to be filed with the Secretary of State of
the State of Tennessee in connection with the Merger.

                                      54
<PAGE>

     9.13 Consent of Lender; Other Required Consents.  AMP shall have obtained
          ------------------------------------------
all consents and approvals required with respect to the Merger and this
Agreement under its Credit Agreement with Fleet National Bank (the "Fleet Credit
Agreement"), and the other required consents identified in Schedule 7.3 (if
any).

     9.14 Compliance with Securities Laws.  IDX shall have complied in all
          -------------------------------
respects with Sections 6.35 and 8.13(c), except for any noncompliance that would
not result in (i) the failure of the Merger to comply with the exemption from
the registration requirements of the Securities Act provided under Regulation D
(including Rule 506) thereunder, or (ii) any other violation of the Securities
Act or the Exchange Act (or the rules thereunder) in connection with the Merger;
and except for any noncompliance by IDX that was caused by AMP.

     9.15 Escrow Agreement.  The parties to the Escrow Agreement shall have
          ----------------
executed and delivered the Escrow Agreement in the form attached as Exhibit D
hereto (subject to any changes that may be required by the Escrow Agent prior to
execution thereof, if such changes are approved by AMP and IDX (which approval
shall not be unreasonably withheld)).

     9.16 Pay-off Letter.  AMP shall have received a customary "estoppel/pay-
          ---------------
off" letter (reasonably satisfactory to AMP) from Bank of America regarding
IDX's credit agreement with such bank, which reflects (i) the aggregate amount
necessary to payoff all amounts outstanding thereunder, inclusive of principal,
interest and penalty, that does not exceed $8,000,000, and (ii) the Bank's
confirmation of the termination of all liens encumbering the assets of the
Company Entities thereunder, upon (i) payment of such payoff amount and (ii) if
applicable, replacement of the letters of credit under credit agreement.

     9.17 [intentionally omitted]

     9.18 Required Subordination Agreements.  All subordination agreements (if
          ---------------------------------
any) required by the Fleet Credit Agreement to be entered into by persons to
whom any of the Company Entities have obligations shall have been executed and
delivered to Fleet National Bank and AMP in form satisfactory to Fleet.

     9.19 IDX Pre-Closing Balance Sheet  IDX shall have prepared and delivered
          -----------------------------
the Pre-Closing Balance Sheet in accordance with Section 8.17.

     9.20 Amendment of Obligations to Issue Stock  IDX shall have caused to be
          ---------------------------------------
amended, to the reasonable satisfaction of AMP pursuant to terms approved by AMP
prior to such amendment, all rights of any person to receive, and all
obligations of IDX or any IDX Subsidiary to issue, any shares of IDX Common
Stock or other securities of IDX or any capital stock or other securities of any
IDX Subsidiary that are disclosed or required to be disclosed in Schedule 6.5(a)
or Schedule 6.5(b), other than the IDX Options and IDX Warrants (which are
otherwise addressed in Section 3.5 hereof); it being agreed that such amendments
(i) shall in substance have the effect contemplated in Section 3.5(e) hereof
pursuant to which such rights will be converted into rights to acquire shares of
AMP Common Stock in a manner that is materially consistent with the Exchange
Ratio (with due consideration, in the case of rights to be amended which are not
rights to acquire shares of IDX Common Stock, for the differences in the per
share value between the IDX Common Stock and such other securities), and (ii)
must be done in a fashion that will not cause the Merger to fail to qualify for
pooling treatment.  AMP shall have received documentation of such amendments
reasonably satisfactory to AMP.  The rights to be terminated or amended under
this Section 9.20 shall include, without limitation, the obligation for shares
of Pathsource, Inc. to be issued pursuant to that certain Asset Purchase
Agreement, dated as of October 13, 1998, by and

                                      55
<PAGE>

between TID Acquisition Corp. and Institute for Dermatopathology Management
Company, L.L.C., and Pathsource, Inc.

                                   ARTICLE 10
                    CONDITIONS TO OBLIGATIONS OF THE COMPANY
                    ----------------------------------------

     The obligations of the Company to consummate the Closing of the Merger is
subject to the satisfaction, or waiver by the Company, at or prior to Closing,
of each of the following conditions:

     10.1 Representations and Warranties.  The representations and warranties of
          ------------------------------
AMP and Merger Corp. set forth in this Agreement shall be true and correct in
all material respects as of the Effective Time with the same force and effect as
if such representations and warranties had been made at and as of the Effective
Time, except with respect to any of such representations and warranties
referring to a state of facts existing at a specified date prior to the Closing
Date, it shall be sufficient if at the Effective Time such representation and
warranty continues to describe accurately in all material respects the state of
facts existing on the date so specified; it being agreed however that any
failures in such representations and warranties to be true and correct (other
than failures as a result of fraud or intentional misrepresentation) shall not
cause the conditions in this Section 10.1 to fail to be satisfied if such
failures do not, individually or in the aggregate, result in an AMP Material
Adverse Effect.

     10.2 Performance; Covenants.  All of the terms, covenants and conditions of
          ----------------------
this Agreement to be complied with or performed by AMP at or prior to the
Closing shall have been complied with and performed in all material respects,
including, but not limited to delivery of the following documents:

          (a) A good standing certificate regarding AMP and Merger Corp.
                -------------------------
certified by the Secretary of State of the States of Delaware and Tennessee,
respectively, each dated within 15 days prior to Closing;

          (b) A certificate dated as of the Closing Date signed by a duly
                -----------
authorized officer of AMP and Merger Corp. certifying satisfaction of Section
10.1, and that AMP and Merger Corp. have complied in all material respects with
all obligations under this Agreement required to be performed by them at or
prior to Closing;

          (c) Resolutions duly adopted by the Board of Directors of AMP and the
              -----------
Board of Directors and shareholder of Merger Corp. approving the execution,
delivery and performance of this Agreement and the consummation of the Merger,
certified by an appropriate officer of AMP and Merger Corp., respectively.

     10.3 Necessary Consents and Approvals. The required waiting period under
          --------------------------------
the HSR Act shall have expired or been terminated as necessary to consummate the
Merger without violation of the HSR Act.

     10.4 No Material Adverse Change.  There shall not have occurred an AMP
          --------------------------
Material Adverse Effect between the date hereof and the Effective Time.

     10.5 No Injunction, Etc.  No action or proceeding shall have commenced
          -------------------
before any court or governmental agency, and no applicable legislation shall
have been enacted by any legislative body, to enjoin, restrain, prohibit or
obtain substantial damages in respect of, or which is related to, arises out of,
this Agreement or the consummation of the Merger, if such action, proceeding, or
legislation, in the

                                      56
<PAGE>

reasonable judgment of IDX and its counsel, would make it inadvisable to
consummate such transactions. In the event any order, decree or injunction shall
have been issued, each party shall use its reasonable efforts to remove any such
order, decree or injunction.

     10.6  Stockholder Approval.  This Agreement and the Merger shall have been
           --------------------
approved by the Shareholders of IDX in accordance with the TBCA.

     10.7  Articles of Merger.  Merger Corp. shall have executed and delivered
           ------------------
to IDX the articles of merger to be filed with the Secretary of State of the
State of Tennessee in connection with the Merger.

     10.8  Tax-Free Merger.  No event outside the control of the Company shall
           ---------------
have occurred between the date of this Agreement and the Closing Date, so as to
jeopardize the treatment of the transactions contemplated by the Merger as a
reorganization within the meaning of Section 368(a) of the Code.  IDX shall have
obtained and received an opinion from a law firm or accounting firm reasonably
acceptable to IDX to the effect that the Merger will qualify for federal income
tax purposes as a reorganization within the meaning of Section 368(a) of the
Code.

     10.9  Registration Rights Agreement.  AMP shall have executed and delivered
           -----------------------------
the Registration Rights Agreement.

     10.10 Legal Opinion.  IDX shall have received an opinion of counsel to AMP
           -------------
substantially in the form attached hereto as Exhibit J.
                                             ---------

     10.11 Nasdaq Listing.  The shares of AMP Common Stock to be issued
           --------------
pursuant to the Merger shall be approved for listing on Nasdaq upon issuance.

                                   ARTICLE 11
                                  TERMINATION
                                  -----------

     11.1 Right of Termination.  This Agreement and the Merger may be terminated
          --------------------
at any time prior to the Closing Date as follows:

          (a) By the mutual written consent of AMP and IDX;

          (b) by either IDX or AMP if the Effective Time shall not have occurred
prior to the close of business on December 29, 2000; provided, that the party
seeking to terminate this Agreement pursuant to this Section 11.1(b) shall not
have breached in any material respect its obligations under this Agreement in
any manner that shall have materially contributed to the failure to consummate
the Merger on or before such date;

          (c) by either IDX or AMP if (i) a statute, rule, regulation or
executive order shall have been enacted, entered, promulgated or enforced by any
Governmental Authority prohibiting the consummation of the Merger substantially
on the terms contemplated hereby or (ii) an order, decree, ruling or injunction
shall have been entered permanently restraining, enjoining or otherwise
prohibiting the consummation of the Merger substantially on the terms
contemplated hereby and such order, decree, ruling or injunction shall have
become final and non-appealable; provided, that the party seeking to terminate
this Agreement pursuant to this Section 11.1(c)(ii) shall have used its
reasonable best efforts to remove such order, decree, ruling or injunction;

                                      57
<PAGE>

        (d)  by IDX:

             (i)    if AMP or Merger Corp. shall have materially breached any of
   its representations or warranties or agreements herein which breach would
   give rise to the failure of the conditions set forth in Section 10.1 hereof
   to be satisfied, which breach is incapable of being cured or has not been
   cured by the date that is 15 business days following written notice thereof
   to AMP from IDX;

             (ii)   if the Board of Directors of IDX shall have withdrawn or
   modified in a manner adverse to AMP its approval or recommendation of this
   Agreement or the Merger in connection with entering into a definitive
   agreement providing for the transactions contemplated by a Superior Proposal,
   provided that IDX shall have complied with the provisions of Section 8.2
   hereof, including the notice provisions therein; and concurrently with or
   prior to such termination, IDX has confirmed to AMP its obligation to pay the
   Company Termination Fee set forth in Section 11.3 (such termination by IDX
   shall not be deemed a breach of this Agreement); or

             (iii)  if the Merger does not qualify as a pooling of interests
   transaction for financial accounting purposes due to breaches of AMP's
   covenants or warranties under this Agreement; provided that IDX will not have
   the right to terminate under this clause (iii) if IDX itself fails or the
   terms of the Merger fail to satisfy the pooling of interest rules for such
   pooling treatment;

        (e)  by AMP:

             (i)    if IDX shall have materially breached any of its
   representations or warranties or agreements herein which breach would give
   rise to the failure of the conditions set forth in Section 9.1 hereof to be
   satisfied, which breach is incapable of being cured or has not been cured by
   the date that is 15 business days following written notice thereof to IDX
   from AMP; or

             (ii)   if (A) the Board of Directors of IDX or any committee
   thereof shall have withdrawn or modified (in a manner adverse to AMP) its
   approval or recommendation of this Agreement or the Merger; (B) the Board of
   Directors of IDX or any committee thereof shall have recommended to the
   stockholders of IDX, taken no position with respect to, or failed to
   recommend against acceptance of, any Acquisition Proposal; (C) IDX shall have
   entered into any definitive agreement with respect to an Acquisition
   Proposal; or (D) the Board of Directors of IDX or any committee thereof shall
   have resolved to do any of the foregoing;

         (f) by either IDX or AMP if (i) the IDX Shareholders Meeting
(including any adjournments thereof) shall have been held and completed and the
Shareholders shall have taken a final vote on a proposal to approve this
Agreement, and (ii) the required approval of the Shareholders shall not have
been obtained; provided, that the party seeking to terminate this Agreement
pursuant to this Section 11.1(f) shall not have breached in any material respect
its obligations under this Agreement in any manner that shall have materially
contributed to the failure to obtain such approval; it being agreed, however,
that a termination or purported termination of this Agreement by IDX under this
paragraph (f) on the same date as AMP terminates under this paragraph (f) shall
not preclude AMP's right to terminate the Agreement under this paragraph (f) and
to recover any amounts due to AMP by reason thereof as provided in this Article
11;

                                      58
<PAGE>

          (g) by AMP, if IDX shall have failed to include in the Proxy Statement
a recommendation by the IDX Board of Directors to approve the Merger, or shall
have failed to call or conduct the IDX Shareholders Meeting in accordance this
Agreement;

          (h) by AMP if the Merger does not qualify as a pooling of interests
transaction for financial accounting purposes due to breaches of IDX's covenants
or warranties under this Agreement; provided that AMP will not have the right to
terminate under this clause (h) if AMP itself fails or the terms of the Merger
fail to satisfy the pooling of interest rules for such pooling treatment;

          (i) by AMP if IDX fails to satisfy the condition to closing set forth
in Section 9.9 by the close of business on December 29, 2000; it being agreed,
however, that a termination or purported termination of this Agreement by IDX
under Section 11.1(b) on the same date as AMP terminates under this paragraph
(i) shall not preclude AMP's right to terminate the Agreement under this
paragraph (i) and to recover any amounts due to AMP by reason thereof as
provided in this Article 11.

          (j) by IDX if AMP fails to satisfy or waive the condition to closing
set forth in Section 9.13 with respect to the Fleet Credit Agreement by the
close of business on December 29, 2000; it being agreed, however, that a
termination or purported termination of this Agreement by AMP under Section
11.1(b) on the same date as IDX terminates under this paragraph (j) shall not
preclude IDX's right to terminate the Agreement under this paragraph (j) and to
recover any amounts due to IDX by reason thereof as provided in this Article 11.

     11.2 Effect of Termination.  In the event of the termination of this
          ---------------------
Agreement pursuant to and in accordance with Section 11.1, this Agreement shall
become void and have no effect, without any liability or obligation under this
Agreement on the part of any party or its Affiliates, agents, advisors or
stockholders, except that (i) the provisions of this Section 11.2, and Sections
6.34, 7.12, 8.7, 11.3 and Article 14 of this Agreement shall survive any such
termination, and (ii) except as otherwise provided herein, a termination shall
not relieve the breaching party from liability for a breach of this Agreement.

     11.3 Certain Termination Fees.
          ------------------------

          (a) In the event that a Company Termination Fee Event (as defined
below) occurs, then IDX shall pay AMP a fee equal to $2,000,000 (the "Company
Termination Fee") payable by wire transfer of same day funds at the applicable
time set forth in this paragraph below.  A "Company Termination Fee Event" shall
mean a termination of this Agreement (i) by AMP pursuant to any of Sections
11.1(e)(ii), 11.1(f), 11.1(g) or 11.1(i); provided that a termination under
                                          -------------
either of Sections 11.1(f) or 11.1(i) shall only be a Company Termination Fee
Event if all other conditions to Closing in Articles 9 and 10 have been
satisfied or waived, other than the conditions in Sections 10.7, 10.8 (as to
delivery of the tax opinion) and 10.10 (but only if delivery of such legal
opinion has been tendered, in substantially the form required, subject to the
occurrence of the Closing in accordance with the terms of this Agreement), the
condition in Section 10.6 in the case of a termination under Section 11.1(f),
and other than those conditions that are not satisfied due to either a breach by
IDX under this Agreement or actions or omissions of IDX that have frustrated the
satisfaction of a condition or IDX's failure to use reasonable efforts to
satisfy any condition, or (ii) by IDX pursuant to Section 11.1(d)(ii).  Upon the
occurrence of a Company Termination Fee Event, IDX shall pay to AMP, or cause to
be paid, the Company Termination Fee (1) in the case of a Company Termination
Fee Event other than pursuant to Section 11.1(d)(ii), not later than one
business day following such termination, or (2) in the case of a Company
Termination Fee Event pursuant to Section 11.1(d)(ii), prior to or concurrently
with such termination; and in any case, in cash, by wire transfer of immediately
available funds to an account designated by AMP.  Except for nonpayment of the
Company Termination Fee, AMP and Merger Corp.

                                      59
<PAGE>

hereby agree that, upon any termination of this Agreement pursuant to a Company
Termination Fee Event, in no event shall AMP or Merger Corp. be entitled to seek
or to obtain any further recovery or judgment against IDX or any of its assets,
or against any of its Affiliates, agents, advisors or stockholders relating to
the termination of this Agreement and the transactions contemplated hereby, and
in no event shall AMP or Merger Corp. be entitled to seek or obtain any other
amount relating thereto, except in the case of fraud or intentional
misrepresentation.

          (b) Each party acknowledges that the agreements contained in this
Section 11.3 are an integral part of the transactions contemplated by this
Agreement, and that, without these agreements, the other party would not enter
into this Agreement; accordingly, if IDX fails promptly to pay any Company
Termination Fee when due pursuant to this Section 11.3, and, in order to obtain
such payment, AMP commences a suit that results in a final and non-appealable
judgment against IDX for the such Company Termination Fee, IDX shall pay to AMP
its costs and expenses actually incurred (including reasonable attorneys' fees
and expenses) in connection with such suit, together with interest on the amount
of the fee at the prime rate of Bank of America, N.A. in effect on the date such
payment was required to be made.

          (c) Upon the occurrence of a termination by AMP under Section
11.1(e)(i) or 11.1(h), IDX shall, upon submission of one or more statements
therefor, accompanied by reasonable supporting documentation, reimburse AMP for
up to $625,000 of all out of pocket costs, fees and expenses reasonably incurred
by AMP or on its behalf arising out of, in connection with, or related to this
Agreement, the Merger and the consummation of all transactions contemplated by
this Agreement (including, without limitation, if applicable, HSR Act and other
filing fees, fees and expenses of printers, accountants, attorneys, consultants
(including without limitation, Acquisition Management Services, Inc.) and
appraisers); it being agreed however that no fees or expenses of any financial
advisor or investment banking firm shall be reimbursed under this clause (c)
(including without limitation any fees of the firm of Donaldson, Lufkin &
Jenrette).

          (d) Upon the occurrence of a termination of this Agreement by IDX
under Section 11.1(d)(i), 11.1(d)(iii) or 11.1(j) (subject to the proviso in
this paragraph below), AMP shall, upon submission of one or more statements
therefor, accompanied by reasonable supporting documentation, reimburse IDX for
up to $625,000 of all out of pocket costs, fees and expenses reasonably incurred
by IDX or on its behalf arising out of, in connection with, or related to this
Agreement, the Merger and the consummation of all transactions contemplated by
this Agreement (including, without limitation, if applicable, HSR Act and other
filing fees, fees and expenses of printers, accountants, attorneys, consultants
and appraisers); it being agreed however that no fees or expenses of any
financial advisor or investment banking firm shall be reimbursed under this
clause (c) (including without limitation any fees of the firm of SunTrust
Equitable Securities); provided that AMP shall not be obligated to reimburse IDX
                       -------------
under this paragraph (d) in the case of a termination under 11.1(j) unless all
other conditions to Closing in Articles 9 and 10 have been satisfied or waived,
other than the conditions in Sections 9.12 and 9.5 (but only if delivery of such
legal opinion has been tendered, in substantially the form required, subject to
the occurrence of the Closing in accordance with the terms of this Agreement),
the condition in Section 9.13 (with respect to the Fleet Credit Agreement), the
condition in Section 9.18 (but only if IDX has used reasonable commercial
efforts to obtain any subordination agreements required under Section 9.18
(which efforts do not require the payment of money or other consideration to the
persons required to deliver such subordinations)), and other than those
conditions that are not satisfied due to either a breach by AMP under this
Agreement or actions or omissions of AMP that have frustrated the satisfaction
of a condition or AMP's failure to use reasonable efforts to satisfy any
condition.

                                      60
<PAGE>

                                   ARTICLE 12
                       SURVIVAL OF TERMS; INDEMNIFICATION
                       ----------------------------------

     12.1  Survival.  All of the terms and conditions of this Agreement,
           --------
together with the representations, warranties and covenants contained herein or
in any instrument or document delivered or to be delivered pursuant to this
Agreement, shall survive the execution of this Agreement and the Closing
notwithstanding any investigation heretofore or hereafter made by or on behalf
of any party hereto; provided, however, that (a) the agreements and covenants
set forth in this Agreement shall survive and continue until all obligations set
forth therein shall have been performed and satisfied; and (b) all
representations and warranties shall survive after the Closing until the one-
year anniversary of the Effective Time (the "Survival Period"), subject to
Section 12.6(c), except for representations and warranties for which a claim for
indemnification as provided under this Article 12 has been made shall be pending
as of the end of the Survival Period, in which event such applicable
representations and warranties shall survive thereafter with respect to such
claim until the final disposition thereof. No claim for indemnification may be
made after the Survival Period, subject to Section 12.6(c).

     12.2  Indemnification by IDX.    Subject to this Article 12, AMP and its
           ----------------------                     ----------
Affiliates, including the Company Entities, officers, directors, employees,
shareholders, representatives and agents shall be indemnified and held harmless
by IDX at all times after the date of this Agreement, against and in respect of
any and all damage, loss, deficiency, liability, obligation, commitment, cost or
expense (including the reasonable fees and expenses of counsel) (collectively,
"Losses") resulting from, or in respect of, any of the following:

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

          (b) Any and all liabilities of any nature whether accrued, absolute,
contingent or otherwise, and whether known or unknown, for those matters
identified or required to be identified on Schedule 6.10 (litigation) attached
                                           -------------
hereto; and

          (c) Any Benefits Compliance Matters (as defined in Section 6.15).

     12.3  Indemnification by AMP.  Subject to this Article 12, the Company
           ----------------------                   ----------
Entities and Shareholders and their heirs, assigns, representatives and agents
shall be indemnified and held harmless by AMP, at all times after the date of
this Agreement, against and in respect of any and all Losses resulting from, or
in respect of any misrepresentation, breach of warranty, or non-fulfillment of
any obligation on the part of AMP or Merger Corp. under this Agreement.

     12.4  Third-Party Claims.    Except as otherwise provided in this
           ------------------
Agreement, the following procedures shall be applicable with respect to
indemnification for third-party Claims.  Promptly after receipt by the party
seeking indemnification hereunder (hereinafter referred to as the "indemnitee")
of notice of the commencement of any (a) Tax audit or proceeding for the
assessment of Tax by any taxing authority or any other proceeding likely to
result in the imposition of a Tax liability or obligation or (b) any action or
the assertion of any Claim, liability or obligation by a third party (whether by
legal process or otherwise), against which Claim, liability or obligation the
other party to this Agreement (hereinafter the "indemnitor") is, or may be,
required under this Agreement to indemnify such indemnitee, the indemnitee will,
if an indemnification claim thereon is to be, or may be, made hereunder against
the indemnitor, notify the indemnitor in writing of the commencement or
assertion thereof and

                                      61
<PAGE>

give the indemnitor a copy of such Claim, process and all legal pleadings (which
notice, if made by or on behalf of any one or more Shareholders, shall be made
by the Shareholders' Representative). The indemnitor shall have the right to
participate in the defense of such action with counsel of reputable standing.
The indemnitor shall have the right to assume the defense of such action unless
such action (i) may result in injunctions or other equitable remedies in respect
of the indemnitee or its business; (ii) may result in liabilities which, taken
with other then existing Claims under this Article 12, would not be fully
                                           ----------
indemnified hereunder; or (iii) may have an adverse impact on the business or
financial condition of the indemnitee after the Closing Date (including an
effect on the Tax liabilities, earnings or ongoing business relationships of the
indemnitee). The indemnitor and the indemnitee shall cooperate in the defense of
such Claims. In the case that the indemnitor shall assume or participate in the
defense of such audit, assessment or other proceeding as provided herein, the
indemnitee shall make available to the indemnitor all relevant records and take
such other reasonable action and sign such documents as are necessary to defend
such audit, assessment or other proceeding in a timely manner (and if the
indemnitee is AMP, such requirement will be satisfied by providing such items to
the Shareholders' Representative). If the indemnitee shall be required by
judgment or a settlement agreement to pay any amount in respect of any
obligation or liability against which the indemnitor has agreed to indemnify the
indemnitee under this Agreement, the indemnitor shall promptly reimburse the
indemnitee in an amount equal to the amount of such payment plus all reasonable
expenses (including legal fees and expenses) incurred by such indemnitee in
connection with such obligation or liability subject to this Article 12. An
                                                             ----------
indemnitee shall have the right to settle any Claim against it for which the
indemnitor is or may be liable hereunder, but the indemnitor's indemnification
obligation with respect to the settled Claim is subject to the prior written
approval of the indemnitor, which approval shall not be unreasonably withheld or
delayed (and if the indemnitee is AMP, such approval shall be deemed to have
been given if approved by the Shareholders' Representative, which approval shall
not be unreasonably withheld or delayed). An indemnitor shall not settle or seek
to settle any such Claim by a third party against an indemnitee except and only
to the extent that the indemnitee gives prior written approval to the indemnitor
to do so in the specific case (and if the indemnitor is AMP, such approval shall
be deemed to have been given if approved by the Shareholders' Representative,
which approval shall not be unreasonably withheld or delayed), and no such
settlement shall be binding on the indemnitee unless the settlement is duly
agreed to in writing by the indemnitee (and if the indemnitor is AMP, such
agreement to a settlement shall be deemed to have been given if approved by the
Shareholders' Representative, which approval shall not be unreasonably withheld
or delayed).

     An indemnitee shall have the right to employ its own counsel in any case,
but the fees and expenses of such counsel shall be at the expense of the
indemnitee unless (a) the employment of such counsel shall have been authorized
in writing by the indemnitor in connection with the defense of such action or
Claim, (b) the indemnitor shall not have employed, or is prohibited under this
Section from employing, counsel in the defense of such action or Claim, or (c)
such indemnitee shall have reasonably concluded upon advice of counsel that
there may be material defenses available to it which are materially contrary to,
or materially inconsistent with, those available to the indemnitor (which
determination, if made by or on behalf of any one or more Shareholders, shall be
made by the Shareholders' Representative); in any of which events under the
foregoing clauses (a), (b) and (c) such fees and expenses of not more than one
additional counsel for the indemnified parties shall be borne by the indemnitor;
it being agreed that the indemnifying party shall not, in connection with any
one such action or separate but substantially similar or related actions
relating to one or more indemnified parties arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one attorney at any time for all such indemnified parties.

                                      62
<PAGE>

     12.5  Indemnification for Prior Acts.  The Company Entities expressly
           ------------------------------
assign to AMP all rights of indemnification under prior purchase agreements to
the extent such assignment is necessary to allow AMP to proceed against prior
owners of businesses purchased by IDX or other Company Entities.

     12.6  Limitations on Indemnification.
           ------------------------------

          (a) The indemnification rights pursuant to this Article 12 shall,
after the Closing, be the exclusive remedy of the parties for Losses arising out
of or in connection with this Agreement and the transactions contemplated
hereby, except as provided in Section 12.6(c) below, provided, however, that the
foregoing limitation shall not limit the remedies available to the parties under
any agreement entered into pursuant hereto or equitable remedies that may be
available in respect of any breach of any covenant contained in this Agreement.
The parties hereby acknowledge, without modifying the terms of this Agreement,
that this Article 12 shall not limit any rights and remedies of any persons who
become holders of AMP Common Stock pursuant to the Merger with respect to claims
that such persons may have against AMP under federal or state securities laws
that arise independently of the terms of this Agreement.

          (b) After the Closing, all obligations of IDX to indemnify under this
Agreement shall be satisfied solely and exclusively under the terms of the
Escrow Agreement, which Escrow Agreement provides for the delivery by the Escrow
Agent to AMP, and the cancellation by AMP, of shares of AMP Common Stock having
an aggregate value equal to the amount for which AMP is entitled to be
indemnified.  AMP's aggregate liability under this Article 12 shall be limited
to and shall not exceed one-tenth (1/10) of the product of (a) the number of
shares of AMP Common Stock included in the Merger Consideration, multiplied by
(b) the Average Trading Price.

          Except as provided otherwise pursuant to clauses (i) and (ii) of this
paragraph, IDX shall not be liable for its indemnifications under this Article
12 unless and until the first time when the aggregate Losses indemnified by IDX
under this Article 12 exceed One Hundred Fifty Thousand Dollars ($150,000) (the
"IDX Threshold"), in which event IDX shall be liable for the full amount of such
 -------------
Losses (including the initial $150,000 thereof) subject to the terms of this
Article 12 and the Escrow Agreement; provided, however that (i) the IDX
Threshold shall not apply to the breach of Sections 6.1(a), 6.2, 6.5 and 6.19,
and (ii) IDX shall not be liable for its indemnifications under Section 12.2(b)
unless and until the aggregate Losses indemnified by IDX under Section 12.2(b)
exceed One Hundred Fifty Thousand Dollars ($150,000), in which event IDX shall
be liable only for amount of such aggregate Losses to the extent such Losses
exceed $150,000 (it being agreed, however, that this clause (ii) shall not limit
the liability of IDX for its indemnifications under Section 12.2(a)).

          (c) The limitations on indemnification and remedies contained in this
Article 12 (including without limitation the limited duration of Survival Period
and the other limitations in this Section 12.6) shall not apply to fraud or
intentional misrepresentation by a party, in which case the Survival Period and
the applicable representations and warranties shall survive thereafter with
respect to such claim until the final disposition thereof.

          (d) The amount of any Losses subject to indemnification under Section
12.2 shall be calculated net of any amounts which are recovered by AMP or the
Surviving Corporation under applicable insurance policies with respect to such
Losses before the applicable claim for indemnification under Section 12.2 is
paid pursuant to this Article 12 and the Escrow Agreement, and in the event they
receive any recovery, the amount of such recovery shall be applied first, to
reimburse AMP and the Surviving Corporation for their out-of-pocket expenses
(including reasonable attorneys' fees) expended in pursuing such recovery, and
any remainder shall be retained by AMP and offset against the amount of

                                      63
<PAGE>

such Losses (net of any income tax payable by AMP on account of receiving such
insurance proceeds, if any).

          In addition, all Losses subject to indemnification under Section 12.2
shall be calculated net of (i) any tax benefits which are realized by AMP as a
result thereof for the year in which such Losses occurred, and (ii) the net
present value (using a discount factor of 10.0% per annum and assuming AMP's
income tax rates then in effect for any given period remain unchanged) of tax
benefits which are reasonably certain of realization by AMP with respect to such
Losses in subsequent tax years.

                                   ARTICLE 13
                              CERTAIN DEFINITIONS
                              -------------------

     Except as otherwise provided herein, the capitalized terms set forth below
shall have the following meanings:

     "Accredited Investor" means a Person that is an "accredited investor"
within the meaning of the definition of "accredited investor" set forth in Rule
501 of Regulation D promulgated under the Securities Act.

     "Acquisition Proposal" shall mean any proposal or offer (in each case,
whether or not in writing and whether or not delivered to the stockholders of
IDX generally) to acquire in any manner, directly or indirectly, all or a
substantial portion of the assets of, or a greater than 20% equity interest in,
IDX or any of its Subsidiaries, whether by merger, tender offer, exchange offer,
sale of assets or similar transactions involving IDX or any Subsidiary, division
or operating or principal business unit of IDX, other than pursuant to the
transactions contemplated by this Agreement.

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

     "Affiliated Group" shall have the meaning set forth in Section 6.19(s).

     "Agreement" shall mean this Agreement and Plan of Merger.

     "AMP Material Adverse Effect" shall have the meaning set forth in Section
7.1.

     "AMP Common Stock" shall mean the common stock, $.01 par value, of AMP.

     "AMP Entities" shall mean AMP and all of its Subsidiaries and the AMP
Practices.

     "AMP" shall mean AmeriPath, Inc., a Delaware corporation

                                      64
<PAGE>

     "AMP Practice" means each entity with which AMP or any Subsidiary of AMP
has entered into a management services or similar agreement to provide medical
practice management or similar services (each an "AMP Practice", and together
the "AMP Practices")

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

     "Average Trading Price" shall mean the average of the respective closing
prices of the AMP Common Stock on the Nasdaq Stock Market during the ten trading
days prior to the Closing Date, excluding after hours trading.

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

     "Closing Date" shall have the meaning set forth in Section 1.2.

     "Closing" shall mean the meaning set forth in Section 1.2.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Company" means IDX

     "Company Agreements" shall have the meaning set forth in Section 6.13.

     "Company Benefit Plans" shall have the meaning set forth in Section 6.15.

     "Company Termination Fee" shall have the meaning set forth in Section 11.3.

     "Company Affiliation Agreement" shall have the meaning set forth in Section
6.6 hereof.

     "Company Entities" shall mean IDX and all of its Subsidiaries and the
Company Practices that are not Specified Practices.

     "Company Financial Statements" shall have the meaning set forth in Section
6.7.

     "Company Material Adverse Effect" shall have the meaning set forth in
Section 6.1.

     "Company Practice" shall have the meaning set forth in Section 6.6 hereof,
and includes the Specified Practices.

     "Convertible Holder" shall mean a holder of IDX Options or IDX Warrants.

     "Dissenting Stockholder" shall have the meaning set forth in Section 3.6
hereof.

     "DOJ" shall have the meaning set forth in Section 8.12.

     "DVD Transaction" shall mean IDX's acquisition of assets of .Delaware
Valley Dermatopathology, LLP, a Pennsylvania limited liability partnership
("DVD"), pursuant to an Asset

                                      65
<PAGE>

Purchase Agreement dated September 15, 2000, and the other transactions and
agreements entered into in connection therewith.

     "DVD" means Delaware Valley Dermatopathology, LLP, a Pennsylvania limited
liability partnership.

     "Effective Time" shall have the meaning set forth in Section 1.3.

     "Environmental Permits" shall have the meaning set forth in Section 6.17.

     "ERISA Affiliate" shall mean any trade or business, whether or not
incorporated, that together with the Company would be deemed a "single employer"
                                                                ---------------
within the meaning of Section 414(b), (c), (m) and (o) of the Code.

     "ERISA" shall mean the Employee Retirement Security Act of 1974, as
amended.

     "Escrow Agent" shall have the meaning set forth in Section 3.7.

     "Escrow Agreement" shall have the meaning set forth in Section 3.7.

     "Escrow Shares" shall have the meaning set forth in Section 3.7.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Exchange Fund" shall have the meaning set forth in Section 4.1.

     "Exchange Ratio" has the meaning set forth in Section 3.1.

     "FTC" shall have the meaning set forth in Section 8.12.

     "Government Programs" shall have the meaning set forth in Section 6.20.

     "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations promulgated thereunder.

     "IDX Common Stock" shall mean the Common Stock, $.01 par value, of IDX.

     "IDX Convertible Securities" shall mean the IDX Warrants and the IDX
Options.

     "IDX Options" shall mean the options listed on Schedule 6.5(a) that allow
                                                    ---------------
the holder thereof to purchase shares of IDX Common Stock.

     "IDX Shareholders' Meeting" shall have the meaning set forth in Section
5.1.

     "IDX Subsidiary" means all Subsidiaries of IDX

     "IDX Warrants" shall mean the warrants listed on Schedule 6.5(a) that allow
                                                      ---------------
the holder thereof to purchase shares of IDX Common Stock.

     "IDX" shall mean Pathology Consultants of America, Inc., a Tennessee
corporation, after giving effect to the June Merger Agreement.

                                      66
<PAGE>

     "Indemnitee" shall have the meaning set forth in Section 12.4.

     "Indemnitor" shall have the meaning set forth in Section 12.4.

     "Intellectual Property" shall mean all letters patent, patent applications,
inventions upon which patent applications have not yet been filed, trade names,
trademarks, trademark registrations and applications, service marks, service
mark registrations and applications, copyrights and copyright registrations and
applications, both domestic and foreign, owned, possessed or used by Borrower.

     "Investment Representation Letter" shall have the meaning set forth in the
Preamble of this Agreement.

     "June Merger Agreement" shall mean the Agreement and Plan of Merger, by and
among IDX, PCA Merger Corp, Pathsource, Inc. and the owners of Pathsource, Inc.,
dated as of May 31, 2000, which was consummated on June 30, 2000.

     "Knowledge" or "known," "to the knowledge of" or similar references shall
mean, (i) in the case of knowledge of a corporation or other entity (other than
in cases where clause (ii) of this definition applies), the actual knowledge of
any of the directors or officers of such entity (except that with respect to the
Company Entities, the term "directors and officers" for purposes of this
definition shall mean only the following persons:  Brian Carr, James Billington,
William Brownie, William McDowell, Haywood Cochrane, Dan Lufkin, Frederick
Bryant, Thomas Chesney, M.D., Robert Friedman, M.D., and Richard Jacoby, M.D.);
and such knowledge as any of such persons should have reasonably known; and (ii)
in the case of knowledge of any Company Entity with respect to the Specified
Practices, the actual knowledge of any of Brian C. Carr, James E. Billington or
William H. Brownie.

     "Liability" shall mean any direct or indirect, primary or secondary,
liability, indebtedness, obligation, penalty, cost or expense (including costs
of investigation, collection and defense), claim, deficiency, guaranty or
endorsement of or by any Person (other than endorsements of notes, bills,
checks, and drafts presented for collection or deposit in the ordinary course of
business) of any type, whether accrued, absolute or contingent, liquidated or
unliquidated, matured or unmatured, or otherwise.

     "Licenses" shall have the meaning set forth in Section 6.25.

     "Lien" shall mean any mortgage, deed of trust, pledge, hypothecation,
assignment, deposit arrangement, encumbrance (including, without limitation, any
easement, right-of-way, zoning or similar restriction or title defect), lien
(statutory or other) or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the UCC or comparable
law of any jurisdiction).

     "Medicare and Medicaid Programs" shall have the meaning set forth in
Section 6.20.

     "Merger Corp" shall mean AMP Merger Corp., a Tennessee corporation and a
wholly owned subsidiary of AMP.

     "Merger Documents" shall have the meaning set forth in Section 6.1.

     "Merger" shall have the meaning set forth in the Preamble of the Agreement.

                                      67
<PAGE>

     "Pathsource" shall mean Pathsource, Inc., prior to giving effect to the
June Merger Agreement.

     "PCA" shall mean Pathology Consultants of America, Inc., prior to giving
effect to the June Merger Agreement.

     "Permitted Liens" means mortgages, encumbrances, security interests or
liens of any nature whatsoever: (i) for taxes not yet due and payable, (ii)
imposed by law (including, without limitation, mechanics', materialmen's,
landlords', warehousemen's and carriers' liens) securing obligations incurred in
the ordinary course of business which are not past due, (iii) that are disclosed
in the Company Financial Statements, or (iv) that relate to immaterial
properties or assets.

     "Person" shall mean any corporation, partnership, joint venture, company,
syndicate, organization, association, trust, entity, joint stock company,
unincorporated organization, Authority or natural person.

     "Prior Transactions" shall mean all of the predecessor transactions,
whether pursuant to stock, asset or merger or similar transactions, which now
comprise the Company Entities.

     "Private Programs" shall have the meaning set forth in Section 6.20.

     "Proxy Statement" shall have the meaning set forth in Section 8.13.

     "Reimbursement Claims" shall have the meaning set forth in Section 12.2.

     "Remuneration" shall have the meaning set forth in Section 6.22.

     "Representative" shall mean any investment banker, financial advisor,
attorney, accountant, consultant, or other representative engaged by a Person.

     "SEC Reports" shall have the meaning set forth in Section 7.6.

     "SEC" shall mean the Securities and Exchange Commission.

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Shareholders" shall mean the holders of the IDX Common Stock and the IDX
Convertible Securities.

     "Shareholders' Representative" means Questor Partners Fund, L.P. in its
capacity as the Shareholders' Representative under this Agreement and the Escrow
Agreement.

     "Signing Shareholders" shall mean the meaning set forth in the Preamble to
this Agreement.

     "Specified Practices" means the entities identified as "Specified
Practices" in the Schedules to Section 6.6 hereto.

     "Subsidiary" shall mean any Person of which a majority of the outstanding
voting or equity securities or other voting equity interests are owned, directly
or indirectly (but in the case of Subsidiaries of IDX, Subsidiary does not
include the following Company Practice which is owned by a nominee:  Institute
for Dermatopathology, P.C.; and in the case of Subsidiaries of AMP, Subsidiary
does not mean

                                      68
<PAGE>

any AMP Practice that is owned by a nominee or by a trust or which is a Texas
5.01(a) non-profit corporation).

     "Superior Proposal" shall mean any Acquisition Proposal that is a bona fide
offer made by a Person other than AMP, Merger Corp. or any of their respective
Affiliates to acquire, directly or indirectly, for consideration consisting of
cash and/or securities, more than fifty percent (50.0%) of the shares of IDX
Common Stock then outstanding, or all or substantially all the assets of the
Company Entities, and otherwise on terms which the Board of Directors of the
Company determines in good faith (based on consultation with its financial
adviser of nationally recognized reputation) to be (1) reasonably capable of
being completed (taking into account legal, financial, regulatory and other
aspects of the proposal and the person or entity making the proposal, including
the availability of financing therefor), and (2) more favorable to the Company's
stockholders than the transactions contemplated by this Agreement.

     "Tax Return" means any return, declaration, report, claim for refund or
information return or statement relating to Taxes, including any schedule or
attachment thereto and including any amendment thereof.

     "Tax" shall mean any Federal, state, local or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental (including taxes under Section 59A of
the Code), customs duties, capital stock, franchise, profits, withholding,
social security (or similar), unemployment, disability, real property, personal
property, sales, use, transfer, registration, value added, alternative or add-on
minimum, estimated or other tax of any kind whatsoever, including any interest,
penalty or addition thereto, whether disputed or not, and "Taxes" means any or
                                                           -----
all of the foregoing collectively.

     "TBCA" shall have the meaning set forth in Section 1.3.

     "Voting Agreement" shall have the meaning set forth in the Preamble of this
Agreement.

     "Voting Shareholders" shall mean the Signing Shareholders and any other
Shareholders holding shares of IDX Common Stock that sign and deliver a Voting
Agreement.

Any singular term in this Agreement shall be deemed to include the plural, and
any plural term the singular.  Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed followed by the
words "without limitation."

                                   ARTICLE 14
                           MISCELLANEOUS PROVISIONS
                           ------------------------

     14.1    Notices.
             -------

          (a) Any notice sent in accordance with the provisions of this Section
14.1 shall be deemed to have been received (even if delivery is refused or
unclaimed) on the date which is:  (i) the date of proper posting, if sent by
certified U.S. mail or by express U.S. mail or private overnight courier; or
(ii) the date on which sent, if sent by facsimile transmission, with
confirmation and with the original to be sent by certified U.S. mail, addressed
as follows:

                                      69
<PAGE>

          If to IDX:                Pathology Consultants of America, Inc.
                                    20 Burton Hills Boulevard, Suite 400
                                    Nashville, Tennessee 37215
                                    Telecopy Number: (615) 665-1157
                                    Attention: Mr. Brian C. Carr

          Copy to Counsel:          Alston & Bird LLP
                                    One Atlantic Center
                                    1201 W. Peachtree Street
                                    Atlanta, Georgia 30309
                                    Telecopy Number:  (404) 881-4777
                                    Attention:  Steven L. Pottle, Esq.

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

          Copy to Counsel:          Greenberg Traurig, P.A.
                                    515 East Las Olas Boulevard, Suite 1500
                                    Fort Lauderdale, Florida 33301
                                    Attn:  Daniel H. Aronson, Esq.

          If to the Shareholders'   c/o Questor Management Company
          Representative:           4000 Town Center, Suite 530
                                    Southfield, Michigan  48075
                                    Attn:  Frederick L. McDonald, II

          (b) Any party hereto may change its address specified for notices
herein by designating a new address by notice in accordance with this Section
14.1.

      14.2  Expenses.  Except as otherwise provided in this Agreement, each of
            --------
the parties hereto shall bear and pay all costs and expenses incurred by it or
on its behalf in connection with the transactions contemplated hereunder,
including any fees of brokers, finders investment bankers or other agents or
incurred to obtain a fairness opinion.

      14.3  Further Assurances.  Each party covenants that at any time, and
            ------------------
from time to time, after the Closing, it will execute such additional
instruments and take such actions as may be reasonably requested by the other
parties to confirm or perfect or otherwise to carry out the intent and purposes
of this Agreement.

      14.4  Waiver.  Any failure on the part of any party to comply with any
            ------
of its obligations, agreements or conditions hereunder may be waived by any
other party to whom such compliance is owed. No waiver of any provision of this
Agreement shall be deemed, or shall constitute, a waiver of any other provision,
whether or not similar, nor shall any waiver constitute a continuing waiver.

      14.5  Assignment.  Merger Corp may assign its rights under this Agreement
            ----------
to any affiliated entity of AMP; otherwise, this Agreement shall not be
assignable by any of the parties hereto without the written consent of all other
parties.

                                      70

<PAGE>

      14.6  Binding Effect.  This Agreement shall be binding upon and inure to
            --------------
the benefit of the parties hereto and their respective heirs, legal
representatives, executors, administrators, successors and permitted assigns.
This Agreement shall survive the Closing and not be merged therein.

      14.7  Headings.  The headings contained in this Agreement are for
            --------
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

      14.8  Entire Agreement.  This Agreement and the Exhibits, Schedules,
            ----------------
certificates and other documents attached or delivered pursuant hereto or
incorporated herein by reference, and the Confidentiality Agreement, contain and
constitute the entire agreement among the parties and supersede and cancel any
prior agreements, representations, warranties, or communications, whether oral
or written, among the parties relating to the transactions contemplated by this
Agreement. Neither this Agreement nor any provision hereof may be changed,
waived, discharged or terminated orally, but only by an agreement in writing
signed by the party against whom or which the enforcement of such change,
waiver, discharge or termination is sought.

      14.9  Governing Law; Severability.  This Agreement shall be governed by
            ---------------------------
and construed in accordance with the Laws of the State of Delaware, without
regard to any applicable conflicts of Laws. The provisions of this Agreement are
severable and the invalidity of one or more of the provisions herein shall not
have any effect upon the validity or enforceability of any other provision.

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

     14.11  [intentionally omitted]
            -----------------------

     14.12  Schedules and Exhibits.  All Schedules and Exhibits attached to
            ----------------------
this Agreement are by reference made a part hereof.

     14.13  [intentionally omitted].
            -----------------------

     14.14  Enforcement of Agreement.  Except as otherwise provided herein,
            ------------------------
any and all remedies herein expressly conferred upon a party will be deemed
cumulative with and not exclusive of any other remedy conferred hereby, or by
law or equity upon such party, and the exercise by a party of any one remedy
will not preclude the exercise of any other remedy. The parties hereto agree
that money damages or other remedy at law would not be sufficient or adequate
remedy for any breach or violation of, or a default under, this Agreement by
them and that in addition to all other remedies available to the parties, each
party shall be entitled to the fullest extent permitted by law to an injunction
restraining such breach, violation or default or threatened breach, violation or
default and to any other equitable relief, including, without limitation,
specific performance, without bond or other security being required. In the
event that a court of competent jurisdiction shall determine that any provision
of this Agreement is invalid or more restrictive than permitted under the
governing law of such jurisdiction, or that any specified monetary remedy
(including without limitation any provision relating to liquidated damages) is
in an amount greater than permitted under the governing law of such
jurisdiction, then only as to enforcement of such provisions or remedy within
the jurisdiction of such court, such provision shall be interpreted and enforced
as if it provided for the maximum restriction or amount, as the case may be,
permitted under such governing law.

                         [signatures on following page]

                                      71
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have made and entered into this
Agreement as of the date first written above.

                             AMERIPATH, INC.

                             By:___________________________________________
                             Name:  James C. New
                             Title:  President and Chief Executive Officer

                             AMP MERGER CORP.

                             By:___________________________________________
                             Name:  Robert P. Wynn
                             Title:  President

                             PATHOLOGY CONSULTANTS OF AMERICA, INC.

                             By:___________________________________________
                             Name:  Brian C. Carr
                             Title:  Chief Executive Officer

                                      72
<PAGE>

                               LIST OF SCHEDULES

Schedule 2.3             -  Officers and Directors

Schedule 6.1(a)          -  Organization, Authority and Capacity

Schedule 6.3             -  Conflicting Agreements and Required Consents

Schedule 6.5(a)          -  Outstanding & Authorized Capitalization

Schedule 6.5(b)          -  IDX Subsidiaries

Schedule 6.6(a)          -  Affiliated Practices, Management and Affiliation
                            Contracts

Schedule 6.6(b)          -  Affiliated Practices, Management and Affiliation
                            Contracts

Schedule 6.6(c)          -  Subsidiaries of IDX & Specified Practices

Schedule 6.6(d)          -  Physicians Without Non Competes of at Least One Year

Schedule 6.7             -  Financial Statements

Schedule 6.8             -  Absence of Changes

Schedule 6.9             -  No Undisclosed Liabilities

Schedule 6.10            -  Litigation

Schedule 6.11            -  No Violation of Law

Schedule 6.12(a)         -  Real and Personal Property

Schedule 6.12(b)         -  Real Property Owned or Leased

Schedule 6.13            -  Contracts and Commitments

Schedule 6.14(a)         -  Employees, Directors and Officers for IDX and
                            Subsidiaries, Specified Practice Presidents

Schedule 6.14(b)         -  Employment and Labor Matters

Schedule 6.14(c)         -  Employment and Labor Matters

Schedule 6.15            -  Pension and Benefit Plans

Schedule 6.16            -  Insurance Policies

                                      73
<PAGE>

Schedule 6.16(b)         -  Denial of Insurance

Schedule 6.17            -  Environmental Matters

Schedule 6.18(a)         -  Accounts Receivable

Schedule 6.18(b)         -  Accounts Payable

Schedule 6.19(c)         -  Taxes

Schedule 6.19(g)         -  Taxes

Schedule 6.19(h)         -  Taxes

Schedule 6.19(i)         -  Taxes

Schedule 6.19(j)         -  Taxes

Schedule 6.19(l)         -  Taxes

Schedule 6.19(n)         -  Taxes

Schedule 6.19(p)         -  Taxes

Schedule 6.20(a)         -  Licenses, Authorizations and Provider Programs

Schedule 6.20(b)         -  Licenses, Permits and Authorizations

Schedule 6.20(c)         -  Filings and Reports

Schedule 6.21(a)         -  Inspection and Investigations

Schedule 6.21(b)         -  Compliance Program

Schedule 6.22            -  Certain Relationships

Schedule 6.23(a)         -  Health Care Laws and Regulations

Schedule 6.23(c)         -  Health Care Laws and Regulations

Schedule 6.23(d)         -  Health Care Laws and Regulations

Schedule 6.23(e)         -  Health Care Laws and Regulations

Schedule 6.23(f)         -  Health Care Laws and Regulations

Schedule 6.24            -  Interested Transactions

Schedule 6.25(a)         -  Intellectual Property

                                      74
<PAGE>

Schedule 6.25(b)         -  Intellectual Property Registrations

Schedule 6.25(c)         -  Computer Programs

Schedule 6.25(d)         -  Intellectual Property

Schedule 6.28            -  Opinion of Financial Advisor

Schedule 6.29            -  Signing Shareholders

Schedule 6.31            -  DVD Violations

Schedule 6.34            -  Brokerage

Schedule 7.3             -  Absence of Conflicting Agreements or Required
                            Consents

Schedule 7.5             -  Outstanding & Authorized Capitalization

Schedule 7.7             -  Absence of Changes

Schedule 7.8             -  Liabilities

Schedule 7.9             -  Violation of Law

Schedule 7.13            -  Litigation

Schedule 7.14            -  Inspections and Investigations

Schedule 7.15(a)         -  Health Care Laws and Regulations

Schedule 7.15(c)         -  Health Care Laws and Regulations

Schedule 7.15(e)         -  Health Care Laws and Regulations

Schedule 7.15(f)         -  Health Care Laws and Regulations

Schedule 8.4             -  Negative Covenants

Schedule 8.17               Closing Working Capital

                                      75
<PAGE>

                               LIST OF EXHIBITS

Exhibit A       -  Voting Agreement

Exhibit B       -  Investment Representation Letter

Exhibit C       -  [intentionally omitted]

Exhibit D       -  Escrow Agreement

Exhibit E       -  Affiliate Agreements

Exhibit F       -  Registration Rights Agreement

Exhibit G       -  Resignations and Releases

Exhibit H       -  IDX Counsel's Opinion

Exhibit I       -  Management Employment Agreements

Exhibit J       -  AMP Counsel's Opinion

                                      76

