<SUBMISSION>
<ACCESSION-NUMBER>0000950144-02-012999
<TYPE>PREM14A
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20030131
<FILING-DATE>20021223
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AMERIPATH INC
<CIK>0001027532
<ASSIGNED-SIC>8071
<IRS-NUMBER>650642485
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>PREM14A
<ACT>34
<FILE-NUMBER>000-22313
<FILM-NUMBER>02866008
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>7289 GARDEN RD
<STREET2>SUITE 200
<CITY>RIVER BEACH
<STATE>FL
<ZIP>33404
<PHONE>5618451850
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>7289 GARDEN RD
<STREET2>SUITE 200
<CITY>RIVER BEACH
<STATE>FL
<ZIP>33404
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>PREM14A
<SEQUENCE>1
<FILENAME>g79869pprem14a.htm
<DESCRIPTION>AMERIPATH, INC.
<TEXT>
<HTML>
<HEAD>
<TITLE>AMERIPATH, INC.</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">SCHEDULE&nbsp;14A</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">(RULE&nbsp;14a-101)</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">INFORMATION REQUIRED IN PROXY
STATEMENT</FONT></B>

<P align="center">
<B><FONT size="2">SCHEDULE&nbsp;14A INFORMATION</FONT></B>

<DIV align="center">
<B><FONT size="2">Proxy Statement Pursuant to Section&nbsp;14(a)
of the Securities</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">Exchange Act of 1934</FONT></B>
</DIV>

<P align="left">
<FONT size="2">Filed by the
Registrant&nbsp;<FONT face="wingdings">&#120;</FONT>
</FONT>

<P align="left">
<FONT size="2">Filed by a Party other than the
Registrant&nbsp;<FONT face="wingdings">&#111;</FONT>
</FONT>

<P align="left">
<FONT size="2">Check the appropriate box:
</FONT>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="49%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="48%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <FONT size="2"><FONT face="wingdings">&#120;</FONT>&nbsp;&nbsp;Preliminary
    Proxy Statement
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2"><FONT face="wingdings">&#111;</FONT>&nbsp;&nbsp;Confidential,
    for Use of the Commission Only (as permitted by
    Rule&nbsp;14a-6(e)(2))
    </FONT></DIV>
    </TD>
</TR>

<TR>
    <TD colspan="3" align="left" valign="top">
    <FONT size="2"><FONT face="wingdings">&#111;</FONT>&nbsp;&nbsp;Definitive
    Proxy Statement
    </FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="left" valign="top">
    <FONT size="2"><FONT face="wingdings">&#111;</FONT>&nbsp;&nbsp;Definitive
    Additional Materials
    </FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="left" valign="top">
    <FONT size="2"><FONT face="wingdings">&#111;</FONT>&nbsp;&nbsp;Soliciting
    Material Under Rule&nbsp;14a-12
    </FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center">
<FONT size="2">AmeriPath, Inc.
</FONT>

<P align="left">
<HR size="1" width="100%" align="left" noshade>

<DIV align="center">
<FONT size="2">(Name of Registrant as Specified In Its Charter)
</FONT>
</DIV>

<P align="center">


<P align="left">
<HR size="1" width="100%" align="left" noshade>

<DIV align="center">
<FONT size="2">(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
</FONT>
</DIV>

<P align="left">
<FONT size="2">Payment of Filing Fee (Check the appropriate box):
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2"><FONT face="wingdings">&#111;</FONT></FONT></TD>
    <TD align="left">
    <FONT size="2">No fee required.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2"><FONT face="wingdings">&#120;</FONT>&nbsp;&nbsp;Fee
computed on table below per Exchange Act Rules&nbsp;14a-6(i)(1)
and 0-11.
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="7%"></TD>
    <TD width="93%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)</FONT></TD>
    <TD align="left">
    <FONT size="2">Title of each class of securities to which
    transaction applies:
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">AmeriPath, Inc. Common Stock par value $0.01 per
share.
</FONT>

<P align="left">
<HR size="1" width="90%" align="left" noshade>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="7%"></TD>
    <TD width="93%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)</FONT></TD>
    <TD align="left">
    <FONT size="2">Aggregate number of securities to which
    transaction applies:
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">30,050,512(1)
</FONT>

<P align="left">
<HR size="1" width="90%" align="left" noshade>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="7%"></TD>
    <TD width="93%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)</FONT></TD>
    <TD align="left">
    <FONT size="2">Per unit price or other underlying value of
    transaction computed pursuant to Exchange Act Rule&nbsp;0-11
    (set forth the amount on which the filing fee is calculated and
    state how it was determined):
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">Pursuant to the terms of the Agreement and Plan
of Merger, dated as of December&nbsp;8, 2002, among Amy Holding
Company, Amy Acquisition Corp. and AmeriPath, Inc., each issued
and outstanding share of AmeriPath, Inc. common stock, other
than shares owned by stockholders who are entitled to and have
exercised and perfected appraisal rights, shares owned by Amy
Holding Company, Amy Acquisition Corp. and their affiliates,
including Welsh, Carson, Anderson &#38; Stowe IX, L.P., and
shares held in AmeriPath&#146;s treasury, will be converted into
the right to receive $21.25 in cash. In addition, pursuant to
the terms of the Agreement and Plan of Merger, each outstanding
option and warrant will be canceled in exchange for (i)&nbsp;the
excess, if any, of $21.25 over the per share exercise price of
the option or warrant multiplied by (ii)&nbsp;the number of
shares of common stock subject to the option or warrant. The
filing fee was calculated based upon (a)&nbsp;an estimated
aggregate cash payment of $618,982,707.50 for the proposed per
share cash payment of $21.25 for 29,128,598 outstanding shares
of common stock, excluding shares held by Welsh, Carson,
Anderson &#38; Stowe IX, L.P. and certain related investors,
(b)&nbsp;an estimated aggregate cash payment of $10,056,869.28
to holders of outstanding options to purchase an aggregate of
921,432 shares of common stock with per share exercise prices of
less than $21.25, and (c)&nbsp;an estimated aggregate cash
payment of $10,242.50 for 482 shares of AmeriPath common stock
subject to warrants that AmeriPath expects will be exercised by
their holders on or before December&nbsp;24, 2002, the
expiration date of such warrants.
</FONT>

<P align="left">
<HR size="1" width="90%" align="left" noshade>

<DIV align="left">

</DIV>

<P align="left">
<HR size="1" width="25%" align="left" noshade>

<DIV align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(1)&nbsp;Based on the sum of (a)&nbsp;29,128,598
shares of AmeriPath common stock, which represents 30,663,078
shares of common stock outstanding as of December&nbsp;18, 2002,
less 1,534,480 shares held by Welsh, Carson, Anderson &#38;
Stowe IX, L.P. and certain related investors, which will be
cancelled without payment at the effective time of the proposed
merger, (b)&nbsp;921,432 shares of common stock issuable
pursuant to stock options with exercise prices less than the per
share merger consideration of $21.25, and (c)&nbsp;482 shares of
AmeriPath common stock subject to warrants that will expire on
December&nbsp;24, 2002 if not exercised by that time. For
purposes of this calculation, AmeriPath has assumed that these
warrants will be exercised prior to December&nbsp;24, 2002.
</FONT>
</DIV>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="7%"></TD>
    <TD width="93%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)</FONT></TD>
    <TD align="left">
    <FONT size="2">Proposed maximum aggregate value of transaction:
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">$629,049,819.30
</FONT>

<P align="left">
<HR size="1" width="90%" align="left" noshade>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="7%"></TD>
    <TD width="93%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)</FONT></TD>
    <TD align="left">
    <FONT size="2">Total fee paid:
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">$125,810.00
</FONT>

<P align="left">
<HR size="1" width="90%" align="left" noshade>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2"><FONT face="wingdings">&#111;</FONT></FONT></TD>
    <TD align="left">
    <FONT size="2">Fee paid previously with preliminary materials.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<HR size="1" width="95%" align="left" noshade>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2"><FONT face="wingdings">&#111;</FONT></FONT></TD>
    <TD align="left">
    <FONT size="2">Check box if any part of the fee is offset as
    provided by Exchange Act Rule&nbsp;0-11(a)(2) and identify the
    filing for which the offsetting fee was paid previously.
    Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="7%"></TD>
    <TD width="93%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)</FONT></TD>
    <TD align="left">
    <FONT size="2">Amount Previously Paid:
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<HR size="1" width="90%" align="left" noshade>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="7%"></TD>
    <TD width="93%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)</FONT></TD>
    <TD align="left">
    <FONT size="2">Form, Schedule or Registration Statement No.:
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<HR size="1" width="90%" align="left" noshade>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="7%"></TD>
    <TD width="93%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)</FONT></TD>
    <TD align="left">
    <FONT size="2">Filing Party:
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<HR size="1" width="90%" align="left" noshade>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="7%"></TD>
    <TD width="93%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)</FONT></TD>
    <TD align="left">
    <FONT size="2">Date Filed:
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<HR size="1" width="90%" align="left" noshade>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">Preliminary Draft dated December&nbsp;20,
2002&nbsp;&#151; Subject to Completion</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">[LOGO TO COME]</FONT></B>

<P align="center">
<B><FONT size="4">AMERIPATH, INC.</FONT></B>

<DIV align="center">
<B><FONT size="2">7289 Garden Road, Suite&nbsp;200</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">Riviera Beach, Florida 33404</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">PROPOSED MERGER&nbsp;&#151; YOUR VOTE IS VERY
IMPORTANT</FONT></B>

<P align="right">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2003
</FONT>

<P align="left">
<FONT size="2">Dear Stockholder:
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">You are cordially invited to attend a special
meeting of stockholders of AmeriPath, Inc., to be held
on &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2003
at &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Eastern
Time
at &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;.
At the special meeting, you will be asked to consider and vote
upon a proposal to approve and adopt the Agreement and Plan of
Merger, dated as of December&nbsp;8, 2002, among AmeriPath,
Inc., Amy Holding Company and Amy Acquisition Corp., and the
merger contemplated by the merger agreement. Under the merger
agreement, Amy Acquisition Corp., a wholly owned subsidiary
corporation of Amy Holding Company, will be merged with and into
AmeriPath, with AmeriPath as the surviving corporation. Both Amy
Holding Company and Amy Acquisition Corp. are Delaware
corporations that were newly formed by Welsh, Carson, Anderson
&#38; Stowe IX, L.P. to engage in the merger.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If the merger is completed, each issued and
outstanding share of AmeriPath common stock owned by you will be
converted into the right to receive $21.25 in cash, without
interest, unless you are a dissenting stockholder and exercise
and perfect your appraisal rights under Delaware law. Each
outstanding option and warrant for AmeriPath common stock will
be canceled in exchange for (1)&nbsp;the excess, if any, of
$21.25 over the per share exercise price of the option or
warrant, multiplied by (2)&nbsp;the number of shares of common
stock subject to the option or warrant, net of any applicable
withholding taxes.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The board of directors of AmeriPath formed a
special committee, composed of independent directors who are not
officers or employees of AmeriPath to evaluate, negotiate and
recommend to the board of directors the merger proposal and
transactions related thereto, including the terms of the merger
agreement with Amy Holding Company and Amy Acquisition Corp.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The board of directors, acting on the unanimous
recommendation of the special committee, has approved the merger
agreement and the merger. The special committee and the board of
directors believe that the terms of the merger agreement and the
proposed merger are fair to, and in the best interests of,
AmeriPath stockholders. <B>The board of directors recommends
that you vote FOR the approval and adoption of the merger
agreement and the merger.</B>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The enclosed proxy statement provides information
about the proposed merger and the transactions contemplated
thereby, the merger agreement and the special meeting. In
addition, you may obtain additional information about AmeriPath
from documents filed with the Securities and Exchange
Commission. <B>Please read the entire proxy statement carefully,
including the appendices.</B>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Your vote is very important. The merger cannot be
completed unless the merger agreement and the merger are
approved and adopted by the affirmative vote of the holders of a
majority of the outstanding shares of AmeriPath common stock
entitled to vote. Regardless of whether you plan to attend, it
is important that your shares are represented at the special
meeting. Please complete, sign and return the enclosed proxy
card. This solicitation for your proxy is being made on behalf
of the board of directors of AmeriPath. If you complete, sign
and return your proxy card without indicating how you wish to
vote, your proxy will be counted as a vote in favor of approval
and adoption of the merger agreement and the merger. If you fail
to return your proxy card and fail to vote at the special
meeting, the effect will be the same as a vote against the
approval and adoption of the merger agreement and the merger for
purposes of
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="left">
<FONT size="2">the vote referred to above. Returning the proxy
card does not deprive you of your right to attend the special
meeting and vote your shares in person.
</FONT>
</DIV>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">Sincerely,
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">/s/ JAMES C. NEW
    </FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <HR size="1" align="left" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="center">
    <I><FONT size="2">Chairman and Chief Executive Officer</FONT></I></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">Riviera Beach, Florida
</FONT>

<DIV align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2003
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size="2">Neither the Securities and Exchange Commission
nor any state securities regulatory agency has approved or
disapproved the merger, passed upon the merits or fairness of
the merger or passed upon the adequacy or accuracy of the
disclosure in this document. Any representation to the contrary
is a criminal offense.</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">This proxy statement is
dated &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2003 and is first being mailed to stockholders of AmeriPath on
or
about &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2003.
</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center">
<B><FONT size="2">[LOGO TO COME]</FONT></B>

<P align="center">
<B><FONT size="4">AMERIPATH, INC.</FONT></B>

<DIV align="center">
<B><FONT size="2">7289 Garden Road, Suite&nbsp;200</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">Riviera Beach, Florida 33404</FONT></B>
</DIV>

<DIV>&nbsp;</DIV>

<!-- link1 "NOTICE OF SPECIAL MEETING OF STOCKHOLDERS" -->

<DIV align="center">
<B>NOTICE OF SPECIAL MEETING OF STOCKHOLDERS</B>
</DIV>

<DIV align="center">
<B>To Be Held
On &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2003</B>
</DIV>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Notice is hereby given that a special meeting of
stockholders of AmeriPath, Inc., a Delaware corporation, will be
held
on &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2003
at &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Eastern
Time
at &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
for the following purposes:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">To consider and vote upon a proposal to approve
    and adopt the Agreement and Plan of Merger, dated as of
    December&nbsp;8, 2002, among AmeriPath, Amy Holding Company and
    Amy Acquisition Corp., and the merger contemplated by the merger
    agreement.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">To consider and vote upon such other matters as
    may properly come before the special meeting or any adjournment
    or postponement of the special meeting.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Only holders of record of AmeriPath common stock
at the close of business
on &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2003, the record date, are entitled to notice of, and to vote
at, the special meeting or any adjournments or postponements
thereof.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Stockholders of AmeriPath who do not vote in
favor of approval and adoption of the merger agreement and the
merger will have the right to seek appraisal of the fair value
of their shares if the merger is completed, but only if they
submit a written demand for an appraisal before the vote is
taken on the merger agreement and the merger and they comply
with Delaware law as explained in the accompanying proxy
statement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The board of directors, acting on the unanimous
recommendation of the special committee, has approved the terms
of the merger agreement and the proposed merger. The board of
directors believes that the terms of the merger agreement and
the proposed merger are fair to, and in the best interests of,
the AmeriPath stockholders. <B>The board of directors recommends
that you vote FOR the approval and adoption of the merger
agreement and the merger.</B>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Your vote is very important. The merger cannot be
completed unless the merger agreement and the merger are
approved and adopted by the affirmative vote of the holders of a
majority of the outstanding shares of AmeriPath common stock
entitled to vote. Even if you plan to attend in person, it is
important that your shares are represented at the special
meeting. Please complete, date, sign and return the enclosed
proxy card to ensure that your shares will be represented at the
special meeting. This solicitation for your proxy is being made
on behalf of the board of directors of AmeriPath. A return
envelope (which is postage prepaid if mailed in the United
States) is enclosed for that purpose. If you do attend the
special meeting and wish to vote in person, you may withdraw
your proxy and vote in person. Please note, however, that if
your shares are held of record by a broker, bank or other
nominee and you wish to vote at the meeting, you must obtain
from the record holder a proxy issued in your name.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The merger is described in the accompanying proxy
statement, which you are urged to read carefully. A copy of the
merger agreement is included as Appendix&nbsp;A to the
accompanying proxy statement.
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">By Order of the Board of Directors,
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">/s/ GREGORY A. MARSH
    </FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <HR size="1" align="left" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="center">
    <I><FONT size="2">Vice President, Chief Financial Officer and
    Secretary</FONT></I></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">Riviera Beach, Florida
</FONT>

<DIV align="left">
<FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2003
</FONT>
</DIV>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center">
<B><FONT size="2">TABLE OF CONTENTS</FONT></B>

<CENTER>
<TABLE width="60%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="87%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Page</FONT></B></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">SUMMARY TERM SHEET</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">QUESTIONS AND ANSWERS ABOUT THE
    MERGER</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">CAUTIONARY STATEMENT CONCERNING
    FORWARD-LOOKING INFORMATION</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">THE SPECIAL MEETING</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">GENERAL
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">RECORD DATE, QUORUM AND VOTING INFORMATION
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">PROXIES; REVOCATION
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">11</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">EXPENSES OF PROXY SOLICITATION
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">11</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">ADJOURNMENTS
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">11</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">THE PARTICIPANTS</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">12</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">AMERIPATH, INC.
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">12</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">AMY HOLDING COMPANY
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">12</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">AMY ACQUISITION CORP.
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">12</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">THE MERGER</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">12</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">GENERAL
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">12</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">BACKGROUND OF THE MERGER
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">13</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">RECOMMENDATION OF THE BOARD OF DIRECTORS AND
    REASONS FOR THE MERGER
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">16</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">OPINION OF THE SPECIAL COMMITTEE&#146;S FINANCIAL
    ADVISOR
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">19</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">EFFECTS OF THE MERGER
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">24</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">RISKS THAT THE MERGER WILL NOT BE COMPLETED
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">25</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">INTERESTS OF AMERIPATH DIRECTORS AND EXECUTIVE
    OFFICERS IN THE MERGER
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">26</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">MERGER FINANCING
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">31</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">HOLDING EQUITY AND SENIOR SUBORDINATED NOTE
    COMMITMENTS
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">31</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">SENIOR SECURED CREDIT FACILITIES
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">31</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">SENIOR SUBORDINATED NOTES
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">32</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">SENIOR SUBORDINATED INCREASING RATE BRIDGE LOANS
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">32</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">FEDERAL REGULATORY MATTERS
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">33</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">33</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">APPRAISAL RIGHTS
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">33</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">THE MERGER AGREEMENT</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">37</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">THE MERGER
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">37</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">EFFECTIVE TIME OF THE MERGER
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">37</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">CERTIFICATE OF INCORPORATION, BY-LAWS AND
    DIRECTORS AND OFFICERS OF AMERIPATH AND THE SURVIVING CORPORATION
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">37</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">CONVERSION OF COMMON STOCK
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">37</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">TREATMENT OF OPTIONS AND WARRANTS
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">38</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">PAYMENT FOR SHARES
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">38</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">TRANSFER OF SHARES
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">39</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">REPRESENTATIONS AND WARRANTIES
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">39</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">CONDUCT OF BUSINESS PENDING THE MERGER
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">41</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">NOTIFICATION
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">43</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">PREPARATION OF PROXY STATEMENT; STOCKHOLDERS
    MEETING
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">43</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">ACCESS TO INFORMATION; CONFIDENTIALITY
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">43</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center">
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<CENTER>
<TABLE width="60%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="87%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Page</FONT></B></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">LIMITATION ON SOLICITING TRANSACTIONS
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">43</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">DIRECTORS&#146; AND OFFICERS&#146;
    INDEMNIFICATION AND INSURANCE
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">44</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">REASONABLE BEST EFFORTS
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">CONSENTS AND APPROVALS
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">PUBLIC ANNOUNCEMENTS
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">EMPLOYEE BENEFITS MATTERS
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">46</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">CONDITIONS TO COMPLETING THE MERGER
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">46</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">TERMINATION
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">47</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">FEES AND EXPENSES; TERMINATION FEE
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">48</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">AMENDMENT
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">49</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">WAIVER
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">49</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">ASSIGNMENT
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">50</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">CONTINGENCY LETTER AGREEMENT
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">50</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
    OWNERS AND MANAGEMENT</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">51</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">FUTURE STOCKHOLDER PROPOSALS</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">52</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">OTHER MATTERS</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">52</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">WHERE STOCKHOLDERS CAN FIND MORE
    INFORMATION</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">52</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center">
<B><FONT size="2">LIST OF APPENDICES</FONT></B>

<DIV align="left">
<FONT size="2">Appendix&nbsp;A&nbsp;&#151; Agreement and Plan of
Merger
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">Appendix&nbsp;B&nbsp;&#151; Contingency Letter
Agreement
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">Appendix&nbsp;C&nbsp;&#151; Opinion of Salomon
Smith Barney Inc.
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">Appendix&nbsp;D&nbsp;&#151; Section&nbsp;262 of
the Delaware General Corporation Law
</FONT>
</DIV>

<P align="center"><FONT size="2">ii
</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<!-- link1 "SUMMARY TERM SHEET" -->

<P align="center">
<B><FONT size="2">SUMMARY TERM SHEET</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">This summary provides a brief description of the
material terms of the merger agreement and the merger. This
summary highlights selected information contained in this proxy
statement and may not contain all of the information that is
important to you. You are urged to read this entire proxy
statement carefully, including the Appendices.
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">The Parties
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="2%"></TD>
    <TD width="92%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">AmeriPath&nbsp;&#151; AmeriPath, Inc. is a
    Delaware corporation that is headquartered in Riviera Beach,
    Florida. AmeriPath is a leading national provider of cancer
    diagnostics, genomic and related medical diagnostic and
    information services. See &#147;The Participants&#148; beginning
    on page&nbsp;12.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Holding &nbsp;&#151; Amy Holding Company is a
    Delaware corporation that is a wholly owned subsidiary of Welsh,
    Carson, Anderson&nbsp;&#38; Stowe IX, L.P., a Delaware limited
    partnership, referred to as Welsh Carson in this proxy
    statement. Welsh Carson is an investment partnership that was
    organized by Welsh, Carson, Anderson &#38; Stowe, a New York
    based private equity firm. Welsh Carson currently owns
    approximately 4.9% of AmeriPath&#146;s outstanding common stock
    and, together with its related co-investors, will own all the
    capital stock of Holding when the merger is consummated. Welsh
    Carson formed Holding for the purpose of completing the merger
    and related financing transactions. See &#147;The
    Participants&#148; beginning on page&nbsp;12.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Acquisition Corp.&nbsp;&#151; Amy Acquisition
    Corp. is a Delaware corporation that is a wholly owned
    subsidiary of Holding. Acquisition Corp. was formed by Welsh
    Carson for the purpose of completing the merger and related
    financing transactions. See &#147;The Participants&#148;
    beginning on page&nbsp;12.
    </FONT></TD>
</TR>

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    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">The Merger
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="2%"></TD>
    <TD width="92%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">In the merger, Acquisition Corp. will merge with
    and into AmeriPath. Upon completion of the merger, Acquisition
    Corp. will cease to exist and AmeriPath will continue as the
    surviving corporation and a wholly owned subsidiary of Holding.
    We have attached the merger agreement as Appendix&nbsp;A to this
    proxy statement. We encourage you to read the merger agreement
    in its entirety because it is the legal document that governs
    the merger. See &#147;The Merger&#148; beginning on page&nbsp;12
    and &#147;The Merger Agreement&#148; beginning on page&nbsp;37.
    </FONT></TD>
</TR>

</TABLE>
<P>

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<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Stockholder Vote Required to Approve the Merger
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="2%"></TD>
    <TD width="92%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">You are being asked to consider and vote upon a
    proposal to approve and adopt the merger agreement and the
    merger contemplated by the merger agreement. Approval and
    adoption of the merger agreement and the merger require the
    affirmative vote of the holders of a majority of the outstanding
    shares of common stock of AmeriPath entitled to vote. See
    &#147;The Special Meeting&#148; beginning on page&nbsp;10.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Recommendation of the Board of Directors
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="2%"></TD>
    <TD width="92%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">The special committee and the board of directors
    believe that the terms of the merger agreement and the proposed
    merger are fair to, and in the best interests of, the AmeriPath
    stockholders. <B>The board of directors has approved the merger
    agreement and the merger and recommends that you vote FOR the
    approval and adoption of the merger agreement and the merger.</B>
    </FONT></TD>
</TR>

</TABLE>

<P align="center">
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Consideration; Effect of the Merger on AmeriPath
    Stockholders
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="2%"></TD>
    <TD width="92%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">In the merger, each share of AmeriPath common
    stock will be converted automatically into the right to receive
    $21.25 in cash, without interest, except for:
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="9%"></TD>
    <TD width="3%"></TD>
    <TD width="88%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#150;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">treasury shares of AmeriPath common stock, all of
    which will be canceled without any payment;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#150;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">shares of AmeriPath common stock owned by
    Holding, Acquisition Corp., or any affiliate of theirs,
    including Welsh Carson, which will be canceled without any
    payment; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#150;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">shares of AmeriPath common stock held by
    stockholders who properly exercise and perfect appraisal rights,
    which will be subject to appraisal in accordance with
    Section&nbsp;262 of the Delaware General Corporation Law. See
    &#147;The Merger&nbsp;&#151; Appraisal Rights&#148; beginning on
    page&nbsp;33.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="2%"></TD>
    <TD width="92%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">In the merger, each outstanding option and
    warrant will be canceled in exchange for an amount in cash, if
    any, determined by multiplying (1)&nbsp;the excess, if any, of
    $21.25 over the per share exercise price of the option or
    warrant, and (2)&nbsp;the number of shares of common stock
    subject to the option or warrant net of any applicable
    withholding taxes. See &#147;The Merger Agreement&#148;
    beginning on page&nbsp;37. The merger agreement provides for the
    accelerated vesting of all options at the effective time of the
    merger, in order for the full amount of such options to be so
    canceled in exchange for cash. See &#147;The Merger
    Agreement&nbsp;&#151; Treatment of Options and Warrants&#148;
    beginning on page&nbsp;38.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Upon completion of the merger, current AmeriPath
    stockholders, other than Welsh Carson and its affiliates, will
    cease to have ownership interests in AmeriPath or rights as
    AmeriPath stockholders, and Holding, and indirectly Welsh Carson
    and its related co-investors, will own all of the surviving
    corporation&#146;s outstanding capital stock. Therefore, current
    stockholders of AmeriPath, other than Welsh Carson and its
    affiliates, will not participate in any future earnings or
    growth of AmeriPath and will not benefit from any appreciation
    in value of AmeriPath. See &#147;The Merger&nbsp;&#151; Effects
    of the Merger&#148; beginning on page&nbsp;24.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">As a result of the merger, AmeriPath will be a
    privately held corporation and there will be no public market
    for its common stock. After the merger, AmeriPath&#146;s common
    stock will no longer be listed on the Nasdaq National Market,
    and its registration under the Securities Exchange Act of 1934,
    as amended, referred to in this proxy statement as the Exchange
    Act, will be terminated. See &#147;The Merger&nbsp;&#151;
    Effects of the Merger&#148; beginning on page&nbsp;24.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Appraisal Rights
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="2%"></TD>
    <TD width="92%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">If you do not vote in favor of the merger and
    instead follow the appropriate procedures for demanding and
    perfecting appraisal rights under Delaware law, you will receive
    a cash payment for the &#147;fair value&#148; of your shares of
    common stock, as determined by the Delaware Court of Chancery,
    instead of the $21.25 per share merger consideration to be
    received by the AmeriPath stockholders in connection with the
    merger. The price determined by the Delaware Court of Chancery
    may be more than, less than, or equal to the merger
    consideration you would have received for each of your shares of
    common stock in the merger if you had not exercised your
    appraisal rights. See &#147;The Merger&nbsp;&#151; Appraisal
    Rights&#148; beginning on page&nbsp;33 and Appendix&nbsp;D.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Merely voting against the merger agreement and
    the merger will not preserve your appraisal rights under
    Delaware law. In order to validly exercise and perfect appraisal
    rights under Section&nbsp;262 of the Delaware General
    Corporation Law, as described on pages 33 through 36 and in
    Appendix&nbsp;D, among other things:
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="9%"></TD>
    <TD width="3%"></TD>
    <TD width="88%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#150;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">you must not vote for approval and adoption of
    the merger agreement and the merger; and
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">2
</FONT>
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<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="9%"></TD>
    <TD width="3%"></TD>
    <TD width="88%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#150;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">you must make written demand for appraisal in
    compliance with Delaware law prior to the vote on the merger
    agreement and the merger.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="9%"></TD>
    <TD width="91%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">Failure to take all of the steps required under
    Delaware law may result in the loss of your appraisal rights.
    See &#147;The Merger&nbsp;&#151; Appraisal Rights&#148;
    beginning on page&nbsp;33 and Appendix&nbsp;D.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Termination of the Merger Agreement
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="2%"></TD>
    <TD width="92%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">The merger agreement may be terminated prior to
    the closing of the merger under several circumstances, including:
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="9%"></TD>
    <TD width="3%"></TD>
    <TD width="88%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#150;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">by either AmeriPath or Holding (so long as such
    party&#146;s breach of the merger agreement has not caused or
    resulted in such failure to complete the merger) if the merger
    is not completed on or before 5:00 p.m. Eastern Standard Time on
    April&nbsp;30, 2003;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#150;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">by either AmeriPath or Holding if the
    stockholders of AmeriPath do not approve and adopt the merger
    agreement and the merger by the requisite vote at the special
    meeting or an adjournment thereof;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#150;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">by Holding if either the board of directors or
    the special committee withdraws or modifies its recommendation
    to approve the merger agreement and the merger in a manner that
    is materially adverse to Holding or Acquisition Corp. or if
    either the board of directors or the special committee takes
    specified actions or fails to take specified actions with
    respect to a competing acquisition proposal; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#150;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">by AmeriPath if the board of directors or the
    special committee in the exercise of its good faith judgment as
    to its fiduciary duties determines that such termination is
    required by reason of a superior acquisition proposal having
    been made.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="9%"></TD>
    <TD width="91%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">See &#147;Merger Agreement&nbsp;&#151;
    Termination&#148; beginning on page&nbsp;47.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Termination Fee
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="2%"></TD>
    <TD width="92%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">If the merger agreement is terminated under
    specified circumstances, including acceptance of a superior
    acquisition proposal, AmeriPath may be required to pay to
    Holding or its designee a $12,912,000 termination fee. See
    &#147;The Merger Agreement&nbsp;&#151; Fees and Expenses;
    Termination Fee&#148; beginning on page&nbsp;48.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Conditions of the Merger
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="2%"></TD>
    <TD width="92%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">The merger agreement and the merger are subject
    to approval by the holders of a majority of the outstanding
    shares of AmeriPath common stock entitled to vote, as well as
    other conditions, including obtaining the necessary financing to
    complete the merger and obtaining required consents and
    approvals. See &#147;The Merger Agreement&nbsp;&#151; Conditions
    to Completing the Merger&#148; beginning on page 46 and
    &#147;The Merger&nbsp;&#151; Merger Financing&#148; beginning on
    page&nbsp;31.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Merger Financing
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="2%"></TD>
    <TD width="92%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">The total amount of funds necessary to complete
    the merger and the related transactions is anticipated to be
    approximately $772&nbsp;million, consisting of:
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="9%"></TD>
    <TD width="3%"></TD>
    <TD width="88%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#150;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">approximately $629&nbsp;million to pay
    AmeriPath&#146;s stockholders (other than Holding, Acquisition
    Corp. and their affiliates, including Welsh Carson), option
    holders and warrant holders the amounts due to them under the
    merger agreement, assuming that no AmeriPath stockholder
    exercises and perfects its appraisal rights;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#150;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">approximately $107&nbsp;million to refinance
    existing indebtedness of AmeriPath that will become due as a
    result of the merger; and
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">3
</FONT>
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<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="9%"></TD>
    <TD width="3%"></TD>
    <TD width="88%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#150;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">approximately $36&nbsp;million to pay related
    fees and expenses.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">See &#147;The Merger&nbsp;&#151; Merger
Financing&#148; beginning on page&nbsp;31.
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="2%"></TD>
    <TD width="92%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Holding and Acquisition Corp. expect that this
    amount will be funded with a common equity investment by Welsh
    Carson, and certain related co-investors, in Holding to be
    contributed to the surviving corporation as common equity,
    borrowing by the surviving corporation under new senior secured
    credit facilities and the issuance by Acquisition Corp. of
    senior subordinated notes or, if Acquisition Corp. cannot
    complete a public offering or Rule&nbsp;144A or other private
    offering of senior subordinated notes prior to the completion of
    the merger, borrowings of senior subordinated increasing rate
    bridge loans by the surviving corporation under a bridge loan
    facility. See &#147;The Merger&nbsp;&#151; Merger
    Financing&#148; beginning on page&nbsp;31.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Holding has received a commitment letter from
    Credit Suisse First Boston, referred to as CSFB in this proxy
    statement, and Deutsche Bank AG Cayman Islands Branch, referred
    to as Deutsche Bank in this proxy statement, and Deutsche Bank
    Securities Inc., referred to as DB Securities in this proxy
    statement, pursuant to which CSFB and Deutsche Bank have
    committed, subject to the terms and conditions set forth in the
    commitment letter, to provide to Acquisition Corp.:
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="9%"></TD>
    <TD width="3%"></TD>
    <TD width="88%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#150;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">up to $375 million in senior secured credit
    facilities; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#150;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">in the event that Acquisition Corp. is unable to
    complete a public offering or Rule&nbsp;144A or other private
    offering of not less than $215 million of senior subordinated
    notes at the closing of the merger, up to $215 million of bridge
    financing in the form of senior subordinated increasing rate
    bridge loans under a bridge loan facility. See &#147;The
    Merger&nbsp;&#151; Senior Secured Credit Facilities&#148;
    beginning on page&nbsp;31 and &#147;The Merger&nbsp;&#151;
    Senior Subordinated Notes&#148;, and &#147;The
    Merger&nbsp;&#151; Senior Subordinated Increasing Rate Bridge
    Loans&#148; each beginning on page&nbsp;32.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="2%"></TD>
    <TD width="92%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">As a result of the merger, Acquisition Corp. will
    be merged with and into AmeriPath and, thereafter, AmeriPath as
    the surviving corporation will be (1)&nbsp;the borrower under
    the senior secured credit facilities and bridge loan facility,
    and (2)&nbsp;the issuer of the senior subordinated notes.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">In addition, Holding has received commitment
    letters from:
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="9%"></TD>
    <TD width="3%"></TD>
    <TD width="88%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#150;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Welsh Carson, pursuant to which Welsh Carson has
    committed, subject to the terms and conditions set forth in the
    commitment letter, to provide to Holding $256.4&nbsp;million in
    common equity financing; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#150;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">WCAS Capital Partners&nbsp;III, L.P., an
    investment fund affiliated with Welsh Carson, pursuant to which
    WCAS Capital Partners&nbsp;III, L.P. has committed, subject to
    the terms and conditions set forth in the commitment letter, to
    purchase from Holding senior subordinated notes and common stock
    of Holding for an estimated $65 million. See &#147;The
    Merger&nbsp;&#151; Holding Equity and Senior Subordinated Note
    Commitments&#148; beginning on page&nbsp;31.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="2%"></TD>
    <TD width="92%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">-&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">It is anticipated that all of the proceeds of the
    WCAS Capital Partners&nbsp;III, L.P. financing would be placed
    into a reserve account and used to fund future payments under
    contingent notes that were issued by AmeriPath in past
    acquisitions. The $65&nbsp;million investment by WCAS Capital
    Partners&nbsp;III, L.P. will increase or decrease if needed to
    match the aggregate projected amount of such contingent note
    obligations on the closing date of the merger. See &#147;The
    Merger&nbsp;&#151; Holding Equity and Senior Subordinated Note
    Commitments&#148; beginning on page&nbsp;31.
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">4
</FONT>

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<!-- link1 "QUESTIONS AND ANSWERS ABOUT THE MERGER" -->

<P align="center">
<B><FONT size="2">QUESTIONS AND ANSWERS ABOUT THE
MERGER</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following section provides brief answers to
some of the more likely questions raised by the merger and the
merger agreement. This section is not intended to contain all of
the information that is important to you. You are urged to read
the entire proxy statement carefully, including the appendices.
</FONT>

<P align="left">
<B><FONT size="2">Q:&nbsp;What will happen in the
Merger?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;In the merger, Acquisition Corp. will be
merged with and into AmeriPath with AmeriPath being the
surviving corporation. All stockholders of AmeriPath at the time
of the merger, other than Holding, Acquisition Corp. and their
affiliates, including Welsh Carson, and stockholders who validly
exercise and perfect their appraisal rights, will receive a cash
payment of $21.25 per share, without interest, for their
outstanding shares of common stock. After the merger, AmeriPath
will become a privately held company and a wholly owned
subsidiary of Holding, which will be wholly owned by Welsh
Carson and its related co-investors. See &#147;The Special
Meeting&#148; beginning on page&nbsp;10.
</FONT>

<P align="left">
<B><FONT size="2">Q:&nbsp;What am I being asked to vote
on?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;You are being asked to approve and adopt
the merger agreement and the merger, which provides for the
acquisition of AmeriPath by Holding.
</FONT>

<P align="left">
<FONT size="2">The board of directors has approved the merger
agreement and the merger. The special committee and the board of
directors believe that the terms of the merger agreement and the
proposed merger are fair to, and in the best interests of, the
AmeriPath stockholders. <B>The board of directors recommends
that you vote FOR the approval and adoption of the merger
agreement and the merger.</B>
</FONT>

<P align="left">
<B><FONT size="2">Q:&nbsp;What will I receive in the
merger?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;In the merger, each share of AmeriPath
common stock, other than treasury shares, shares owned by
Holding, Acquisition Corp. and their affiliates, including Welsh
Carson, and shares of common stock as to which appraisal rights
have been validly exercised and perfected, will be converted
automatically into the right to receive $21.25 in cash, without
interest.
</FONT>

<P align="left">
<FONT size="2">All outstanding options and warrants will be
canceled in exchange for an amount in cash, if any, determined
by multiplying (1)&nbsp;the excess, if any, of $21.25 over the
per share exercise price of the option or warrant, and
(2)&nbsp;the number of shares of common stock subject to the
option or warrant, net of any applicable withholding taxes. The
merger agreement provides for the accelerated vesting of all
options at the effective time of the merger in order for the
full amount of such options to be so canceled in exchange for
cash. See &#147;The Merger Agreement&#148; beginning on
page&nbsp;37.
</FONT>

<P align="left">
<B><FONT size="2">Q:&nbsp;Why is AmeriPath being
merged?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;The special committee and the board of
directors of AmeriPath have each determined that the terms of
the merger agreement are fair to, and in the best interests of,
the AmeriPath stockholders and that the AmeriPath stockholders
will be able to receive a substantial premium for their shares
over the market price prior to the public announcement of the
merger. See &#147;The Merger&nbsp;&#151; Recommendation of the
Board of Directors and Reasons for the Merger&#148; beginning on
page&nbsp;16.
</FONT>

<P align="left">
<B><FONT size="2">Q:&nbsp;What are the consequences of the
merger to present members of management and the board of
directors?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;Some of AmeriPath&#146;s executive
officers and members of AmeriPath&#146;s board of directors have
interests in the transaction that are different from, or in
addition to, the interests of AmeriPath&#146;s stockholders
generally. For example:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">James C. New, Chairman and Chief Executive
    Officer of AmeriPath, will continue as Chief Executive Officer
    of AmeriPath after the merger and, with the exception of Brian
    Carr, the other
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">5
</FONT>

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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD></TD>
    <TD align="left">
    <FONT size="2">members of the current management of AmeriPath
    will continue as members of management of the surviving
    corporation under amended employment agreements;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">under their existing employment agreements,
    Mr.&nbsp;New and other members of management are entitled to
    significant payments above their usual salary and bonus upon
    completion of the merger;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">in connection with the merger, each outstanding
    option (including those held by AmeriPath&#146;s directors and
    executive officers) will become fully vested and will be
    canceled in exchange for (1)&nbsp;the excess, if any, of $21.25
    over the per share exercise price of the option, multiplied by
    (2)&nbsp;the number of shares of common stock subject to the
    option, net of any applicable withholding taxes; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">some members of management will be granted
    options to purchase up to an aggregate of 12% of the shares of
    capital stock of the surviving corporation after the merger is
    completed, subject to certain vesting and performance criteria.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">These interests are more fully described under
&#147;The Merger&nbsp;&#151; Interests of AmeriPath Directors
and Executive Officers in the Merger&#148; beginning on
page&nbsp;26.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The special committee and AmeriPath&#146;s board
of directors were aware of these interests and considered them,
among other factors, when approving the merger agreement.
</FONT>

<P align="left">
<B><FONT size="2">Q:&nbsp;Is the merger subject to the
satisfaction of any conditions?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;Yes. Before completion of the
transactions contemplated by the merger agreement, a number of
closing conditions must be satisfied or waived. These conditions
include, among others, obtaining all financing necessary to
complete the transactions contemplated by the merger agreement
and obtaining the requisite stockholder vote and other necessary
consents and approvals. If these conditions are not satisfied or
waived, the merger will not be completed. See &#147;The Merger
Agreement&nbsp;&#151; Conditions to Completing the Merger&#148;
beginning on page&nbsp;46.
</FONT>

<P align="left">
<B><FONT size="2">Q:&nbsp;When do you expect the merger to be
completed?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;The parties to the merger agreement are
working toward completing the merger as quickly as possible. If
the merger agreement and the merger are approved and the other
conditions to the merger are satisfied or waived, the merger is
expected to be completed promptly after the special meeting.
</FONT>

<P align="left">
<B><FONT size="2">Q:&nbsp;What are the U.S. federal income tax
consequences of the merger to me?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;Stockholders of AmeriPath who receive
cash for their shares should generally recognize gain or loss
for federal income tax purposes equal to the difference between
their basis for their shares and the amount of cash received. If
a stockholder holds AmeriPath shares as a capital asset, such
gain or loss should generally be a capital gain or loss. If the
stockholder has held the shares for one year or less, the gain
or loss should generally be a short-term gain or loss. If the
stockholder has held the shares for more than one year, the gain
or loss should generally be a long-term gain or loss. Long-term
capital gain realized by individual taxpayers is generally
taxable at a maximum rate of twenty percent. The deductibility
of capital losses is subject to limitations. <B>Tax matters are
very complex and the tax consequences of the merger to you will
depend on the facts of your own situation. You should consult
your tax advisor for a full understanding of the tax
consequences of the merger to you, including federal, state,
local and foreign tax consequences. </B>See &#147;The
Merger&nbsp;&#151; Material U.S. Federal Income Tax
Consequences&#148; beginning on page&nbsp;33.
</FONT>

<P align="left">
<B><FONT size="2">Q:&nbsp;When and where is the special
meeting?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;The special meeting of AmeriPath
stockholders will be held
at &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Eastern
Time
on &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2003
at &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;.
</FONT>

<P align="center"><FONT size="2">6
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left">
<B><FONT size="2">Q:&nbsp;Who can vote on the merger
agreement?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;Holders of the common stock of AmeriPath
at the close of business
on &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2003, the record date for the special meeting, may vote on the
merger agreement and the merger in person or by proxy at the
special meeting.
</FONT>

<P align="left">
<B><FONT size="2">Q:&nbsp;How many votes do I have?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;You have one vote for each share of
common stock that you owned at the close of business
on &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2003, the record date for the special meeting.
</FONT>

<P align="left">
<B><FONT size="2">Q:&nbsp;What vote is required to approve and
adopt the merger agreement and the merger?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;The approval and adoption of the merger
agreement and the merger require the affirmative vote of the
holders of at least a majority of the outstanding shares of the
common stock of AmeriPath entitled to vote. Abstentions and
broker non-votes are not included as votes cast on the proposal
and have the effect of a vote against the merger. On the record
date, there
were &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares
of common stock outstanding and entitled to be voted at the
special meeting. In the contingency letter agreement, a copy of
which is attached as Appendix&nbsp;B to this proxy statement,
Welsh Carson has agreed to vote its shares of AmeriPath common
stock, which represent 4.9% of the outstanding shares of common
stock of AmeriPath, in favor of the merger agreement and the
merger.
</FONT>

<P align="left">
<B><FONT size="2">Q:&nbsp;What do I need to do now?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;You should read this proxy statement
carefully, including its appendices, and consider how the merger
affects you. Then, mail your completed, dated and signed proxy
card in the enclosed return envelope as soon as possible so that
your shares can be voted at the special meeting of AmeriPath
stockholders.
</FONT>

<P align="left">
<B><FONT size="2">Q:&nbsp;What happens if I do not return a
proxy card?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;The failure to return your proxy card
will have the same effect as voting against the merger agreement
and the merger unless you vote for the merger agreement and the
merger in person at the special meeting.
</FONT>

<P align="left">
<B><FONT size="2">Q:&nbsp;May I vote in person?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;Yes. You may attend the special meeting
of AmeriPath stockholders and vote your shares in person
regardless of whether you sign and return your proxy card. If
your shares are held of record by a broker, bank or other
nominee and you wish to vote at the meeting, you must obtain a
proxy from the record holder.
</FONT>

<P align="left">
<B><FONT size="2">Q:&nbsp;May I change my vote after I have
mailed my signed proxy card?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;Yes. You may change your vote at any time
before your proxy is voted at the special meeting. You can do
this in one of three ways. First, you can send a written notice
revoking your proxy. Second, you can complete and submit a new
proxy card bearing a later date. Third, you can attend the
special meeting and vote in person. Your attendance alone will
not revoke your proxy. If you have instructed a broker to vote
your shares, you must follow directions received from your
broker to change those instructions.
</FONT>

<P align="left">
<B><FONT size="2">Q:&nbsp;If my shares are held in &#147;street
name&#148; by my broker, will my broker vote my shares for
me?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;Your broker will not be able to vote your
shares without instructions from you. You should instruct your
broker to vote your shares, following the procedures provided by
your broker.
</FONT>

<P align="left">
<B><FONT size="2">Q:&nbsp;Should I send in my stock certificates
now?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;No.&nbsp;After the merger is completed,
the paying agent for the merger will send a letter of
transmittal and written instructions for exchanging your shares
of AmeriPath common stock for the merger
</FONT>

<P align="center"><FONT size="2">7
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="left">
<FONT size="2">consideration, without interest. You should not
send in your AmeriPath stock certificates until you receive the
letter of transmittal.
</FONT>
</DIV>

<P align="left">
<B><FONT size="2">Q:&nbsp;What rights do I have to seek an
appraisal of my shares?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;If you wish, you may seek an appraisal of
the fair value of your shares, but only if you comply with all
requirements of Delaware law as described on pages 33 through 36
and in Appendix&nbsp;D of this proxy statement. Depending upon
the determination of the Delaware Court of Chancery, the
appraised fair value of your shares of AmeriPath common stock,
which will be paid to you if you seek an appraisal and comply
with all such requirements, may be more than, less than or equal
to the per share consideration to be paid in the merger. See
&#147;The Merger&nbsp;&#151; Appraisal Rights&#148; beginning on
page&nbsp;33.
</FONT>

<P align="left">
<B><FONT size="2">Q:&nbsp;Who can help answer my
questions?</FONT></B>

<P align="left">
<FONT size="2">A:&nbsp;The information provided above in
question-and-answer format is for your convenience only and is
merely a summary of some of the information contained in this
proxy statement. You should carefully read the entire proxy
statement, including the appendices. If you would like
additional copies, without charge, of this proxy statement or if
you have questions about the merger, including the procedures
for voting your shares, you should contact:
</FONT>

<P align="left">
<B><FONT size="2">[Proxy Solicitor]</FONT></B>

<P align="center"><FONT size="2">8
</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<!-- link1 "CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION" -->

<P align="center">
<B><FONT size="2">CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING INFORMATION</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">This proxy statement includes statements that are
not historical facts. These forward-looking statements are based
on AmeriPath&#146;s current estimates and assumptions and, as
such, involve uncertainty and risk. Forward-looking statements
include information concerning AmeriPath&#146;s possible or
assumed future results of operations and generally include those
statements preceded or followed by the words
&#147;anticipates,&#148; &#147;believes,&#148;
&#147;could,&#148; &#147;estimates,&#148; &#147;expects,&#148;
&#147;intends,&#148; &#147;may,&#148; &#147;should,&#148;
&#147;plans,&#148; &#147;targets&#148; and/or similar
expressions.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The forward-looking statements are not guarantees
of future performance, and actual results may differ materially
from those contemplated by these forward-looking statements. In
addition to the factors discussed elsewhere in this proxy
statement, other factors that could cause actual results to
differ materially include the possibility that the merger may
not occur due to the failure of the parties to satisfy the
conditions set forth in the merger agreement, such as the
inability of Holding and Acquisition Corp. to obtain financing,
the failure of AmeriPath to obtain stockholder approval, or the
occurrence of events that would have a material adverse effect
on AmeriPath as described in the merger agreement. Additional
risks and uncertainties relating to AmeriPath&#146;s operations
include: the extent of success of AmeriPath&#146;s operating
initiatives and growth strategies; ability to manage growth;
access to capital on satisfactory terms; general economic
conditions; terrorism or an escalation of hostilities or war;
competition and changes in competitive factors; federal and
state health care regulation (and compliance); reimbursement
rates under government and third-party healthcare programs and
the payments received under such programs; changes in coding;
changes in technology; dependence upon pathologists and customer
contracts; the ability to attract, motivate, and retain
pathologists; labor, technology and insurance costs; marketing
and promotional efforts; the availability of pathology practices
in appropriate locations that AmeriPath is able to acquire on
suitable terms or develop; and the successful completion and
integration of acquisitions (and achievement of planned or
expected synergies). The forward-looking statements in this
proxy statement are made as of the date hereof based on
management&#146;s current beliefs and expectations, and
AmeriPath undertakes no obligation to update or revise any such
statements. Further information regarding risks, uncertainties
and other factors that could affect AmeriPath&#146;s financial
or operating results or that could cause actual results to
differ materially from those expected, estimated or anticipated
are included in AmeriPath&#146;s annual, quarterly, and other
reports and filings with the SEC.
</FONT>

<P align="center"><FONT size="2">9
</FONT>

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<!-- link1 "THE SPECIAL MEETING" -->

<P align="center">
<B><FONT size="2">THE SPECIAL MEETING</FONT></B>

<!-- link2 "General" -->

<P align="left">
<B><FONT size="2">General</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The enclosed proxy is solicited by AmeriPath on
behalf of the board of directors of AmeriPath for use at a
special meeting of stockholders to be held
on &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2003,
at &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Eastern
Time
at &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
or at any adjournments or postponements thereof, for the
purposes set forth in this proxy statement and in the
accompanying notice of special meeting. AmeriPath intends to
mail this proxy statement and accompanying proxy card on or
about &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2003 to all stockholders entitled to vote at the special meeting.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">At the special meeting, the stockholders of
AmeriPath are being asked to consider and vote upon a proposal
to approve and adopt the merger agreement, dated as of
December&nbsp;8, 2002, among Holding, Acquisition Corp. and
AmeriPath and the merger. Under the merger agreement,
Acquisition Corp. will be merged with and into AmeriPath and
each issued and outstanding share of AmeriPath common stock will
be converted into the right to receive $21.25 in cash, without
interest, except for:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">treasury shares of AmeriPath common stock, all of
    which will be canceled without any payment;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">shares of AmeriPath common stock owned by
    Holding, Acquisition Corp. and their affiliates, including Welsh
    Carson, all of which will be canceled without any payment; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">shares of AmeriPath common stock held by
    stockholders who validly exercise and perfect appraisal rights,
    which will be subject to appraisal in accordance with Delaware
    law.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">At the effective time of the merger, each
outstanding option and warrant will be canceled in exchange for
an amount in cash, if any, determined by multiplying
(1)&nbsp;the excess, if any, of $21.25 over the per share
exercise price of the option or warrant, and (2)&nbsp;the number
of shares of common stock subject to the option or warrant, net
of any applicable withholding taxes. The merger agreement
provides for the accelerated vesting of all options at the
effective time of the merger, in order for the full amount of
such options to be so canceled in exchange for cash.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The board of directors has approved the terms of
the merger agreement and the proposed merger. <B>The board of
directors recommends that you vote FOR the approval and adoption
of the merger agreement and the merger.</B>
</FONT>

<!-- link2 "Record Date, Quorum and Voting Information" -->

<P align="left">
<B><FONT size="2">Record Date, Quorum and Voting
Information</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Only holders of record of AmeriPath common stock
at the close of business
on &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2003, the record date for the special meeting, will be entitled
to notice of and to vote at the special meeting. At the close of
business
on &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2003, there were outstanding and entitled to
vote &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares
of AmeriPath common stock. A list of the AmeriPath stockholders
will be available for review at AmeriPath&#146;s executive
offices during regular business hours for a period of
10&nbsp;days before the special meeting. Each holder of record
of AmeriPath common stock on the record date will be entitled to
one vote for each share held. The presence, in person or by
proxy, of the holders of a majority of the outstanding shares of
common stock entitled to vote at the special meeting is
necessary to constitute a quorum for the transaction of business
at the special meeting. In the contingency letter agreement,
Welsh Carson has agreed to vote its shares of AmeriPath common
stock, which represent 4.9% of the outstanding shares of common
stock of AmeriPath, in favor of the merger agreement and the
merger.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">All votes will be tabulated by the inspector of
election appointed for the special meeting, who will separately
tabulate affirmative and negative votes, abstentions and broker
non-votes. Brokers who hold shares in street name for clients
typically have the authority to vote on &#147;routine&#148;
proposals when they have not received instructions from
beneficial owners. However, absent specific instructions from
the beneficial owner of the shares, brokers are not allowed to
exercise their voting discretion with respect to the approval
and adoption of non-routine matters, such as the merger
agreement and the merger. Proxies submitted
</FONT>

<P align="center"><FONT size="2">10
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="left">
<FONT size="2">without a vote by the brokers on these matters
are referred to as broker non-votes. Abstentions and broker
non-votes are counted for purposes of determining whether a
quorum exists at the special meeting.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The affirmative vote of the holders of a majority
of the outstanding shares of common stock entitled to vote is
required to approve and adopt the merger agreement and the
merger. Accordingly, proxies that reflect abstentions and broker
non-votes, as well as proxies that are not returned, will have
the same effect as a vote AGAINST approval and adoption of the
merger agreement and the merger. Accordingly, the special
committee and the board of directors urge the stockholders to
complete, sign, date and return the enclosed proxy card in the
accompanying self-addressed postage prepaid envelope as soon as
possible.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Stockholders who do not vote in favor of approval
and adoption of the merger agreement and the merger, and who
otherwise comply with the applicable statutory procedures of the
Delaware General Corporation Law summarized elsewhere in this
proxy statement, will be entitled to seek appraisal of the value
of their shares as set forth in Section&nbsp;262 of the Delaware
General Corporation Law. See &#147;The Merger&nbsp;&#151;
Appraisal Rights&#148; beginning on page&nbsp;33.
</FONT>

<!-- link2 "Proxies; Revocation" -->

<P align="left">
<B><FONT size="2">Proxies; Revocation</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Any person giving a proxy pursuant to this
solicitation has the power to revoke it at any time before it is
voted at the special meeting. A proxy may be revoked by filing
with the Secretary of AmeriPath at AmeriPath&#146;s executive
offices located at 7289&nbsp;Garden Road, Suite&nbsp;200,
Riviera Beach, Florida 33404, a written notice of revocation or
a duly executed proxy bearing a later date, or a proxy may be
revoked by attending the special meeting and voting in person.
Attendance at the special meeting will not, by itself, revoke a
proxy. Furthermore, if a stockholder&#146;s shares are held of
record by a broker, bank or other nominee and the stockholder
wishes to vote at the meeting, the stockholder must obtain from
the record holder a proxy issued in the stockholder&#146;s name.
If a stockholder has instructed a broker to vote the
stockholder&#146;s shares, the stockholder must follow such
broker&#146;s directions to change such instructions.
</FONT>

<!-- link2 "Expenses of Proxy Solicitation" -->

<P align="left">
<B><FONT size="2">Expenses of Proxy Solicitation</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Except as provided below, AmeriPath will bear the
entire cost of solicitation of proxies, including preparation,
assembly, printing and mailing of this proxy statement, the
proxy and any additional information furnished to stockholders.
AmeriPath has
retained &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;to
assist in the solicitation of proxies for a fee of
$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;and
reimbursement of expenses. Copies of solicitation materials will
be furnished to banks, brokerage houses, fiduciaries and
custodians holding in their names shares of common stock
beneficially owned by others to forward to the beneficial
owners. AmeriPath may reimburse persons representing beneficial
owners of common stock for their costs of forwarding
solicitation materials to the beneficial owners. Original
solicitation of proxies by mail may be supplemented by
telephone, telegram or personal solicitation by directors,
officers or other regular employees of AmeriPath or by
representatives
of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;.
No additional compensation will be paid to directors, officers
or other regular employees for their services in connection with
the solicitation of proxies.
</FONT>

<!-- link2 "Adjournments" -->

<P align="left">
<B><FONT size="2">Adjournments</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If there are insufficient votes to approve the
merger agreement and the merger at the special meeting, and if
you voted in favor of the merger agreement and the merger or
gave no voting instructions, your proxy may be voted to adjourn
the special meeting in order to solicit additional proxies in
favor of approval of the merger agreement and the merger. If the
special meeting is adjourned or postponed for any purpose, then
at any subsequent reconvening of the special meeting, your proxy
will be voted in the same manner as it would have been voted at
the original convening of the special meeting unless you
withdraw or revoke your proxy.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size="2">Please do not send in stock certificates at
this time. In the event the merger is completed, the paying
agent for the merger will distribute instructions regarding the
procedures for exchanging existing AmeriPath stock certificates
for the merger consideration.</FONT></B>

<P align="center"><FONT size="2">11
</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<!-- link1 "THE PARTICIPANTS" -->

<P align="center">
<B><FONT size="2">THE PARTICIPANTS</FONT></B>

<!-- link2 "AmeriPath, Inc." -->

<P align="left">
<B><FONT size="2">AmeriPath, Inc.</FONT></B>

<DIV align="left">
<B><FONT size="2">7289 Garden Road, Suite&nbsp;200</FONT></B>
</DIV>

<DIV align="left">
<B><FONT size="2">Riviera Beach, Florida 33404</FONT></B>
</DIV>

<DIV align="left">
<B><FONT size="2">(561)&nbsp;845-1850</FONT></B>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">AmeriPath, Inc., referred to as AmeriPath, is a
Delaware corporation that is headquartered in Riviera Beach,
Florida, and is a leading national provider of cancer
diagnostics, genomic, and related medical diagnostic and
information services. More than 400 pathologists in
AmeriPath&#146;s owned and managed operations provide medical
diagnostic services in outpatient laboratories owned or managed
by AmeriPath, in hospitals, and in ambulatory surgery centers.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If the merger agreement and the merger are
approved and adopted by the AmeriPath stockholders at the
special meeting and the merger is completed as contemplated,
AmeriPath will continue its operations following the merger as a
private company.
</FONT>

<!-- link2 "Amy Holding Company" -->

<P align="left">
<B><FONT size="2">Amy Holding Company</FONT></B>

<DIV align="left">
<B><FONT size="2">c/o Welsh, Carson, Anderson &#38; Stowe IX,
L.P.</FONT></B>
</DIV>

<DIV align="left">
<B><FONT size="2">320 Park Avenue, Suite&nbsp;2500</FONT></B>
</DIV>

<DIV align="left">
<B><FONT size="2">New York, New York 10022-6815</FONT></B>
</DIV>

<DIV align="left">
<B><FONT size="2">(212)&nbsp;893-9500</FONT></B>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Amy Holding Company, referred to as Holding, is a
Delaware corporation organized by Welsh Carson for the purpose
of engaging in the merger and the related financing
transactions. Holding has not participated in any activities to
date other than those incident to its formation, the formation
of its wholly owned subsidiary, Acquisition Corp., and the
transactions contemplated by the merger agreement. Holding is
currently a wholly owned subsidiary of Welsh Carson and it will
be wholly owned by Welsh Carson and its related co-investors at
the time of the merger. Welsh Carson is an investment
partnership organized by Welsh, Carson, Anderson &#38; Stowe,
one of the largest private equity firms in the United States and
the largest in the world focused exclusively on investments in
the healthcare, information services and communications
industries. Since its inception in 1979, Welsh, Carson,
Anderson&nbsp;&#38; Stowe has organized partnerships with
capital of more than $12&nbsp;billion.
</FONT>

<!-- link2 "Amy Acquisition Corp." -->

<P align="left">
<B><FONT size="2">Amy Acquisition Corp.</FONT></B>

<DIV align="left">
<B><FONT size="2">c/o Welsh, Carson, Anderson &#38; Stowe IX,
L.P.</FONT></B>
</DIV>

<DIV align="left">
<B><FONT size="2">320 Park Avenue, Suite&nbsp;2500</FONT></B>
</DIV>

<DIV align="left">
<B><FONT size="2">New York, New York 10022-6815</FONT></B>
</DIV>

<DIV align="left">
<B><FONT size="2">(212)&nbsp;893-9500</FONT></B>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Amy Acquisition Corp., referred to as Acquisition
Corp., is a Delaware corporation organized by Welsh Carson for
the purpose of engaging in the merger and the related financing
transactions. Acquisition Corp. has not participated in any
activities to date other than those incident to its formation
and the transactions contemplated by the merger agreement.
Acquisition Corp. is a wholly owned subsidiary of Holding.
</FONT>

<!-- link1 "THE MERGER" -->

<P align="center">
<B><FONT size="2">THE MERGER</FONT></B>

<!-- link2 "General" -->

<P align="left">
<B><FONT size="2">General</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">At the special meeting, AmeriPath will ask its
stockholders to vote on a proposal to approve the merger
agreement and the merger of Acquisition Corp. with and into
AmeriPath. We have attached a copy of the merger agreement as
Appendix&nbsp;A to this proxy statement. We urge you to read the
merger agreement in its entirety because it is the legal
document governing the merger.
</FONT>

<P align="center"><FONT size="2">12
</FONT>

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<!-- link2 "Background of the Merger" -->

<P align="left">
<B><FONT size="2">Background of the Merger</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">By early July 2002, two separate trends had
developed which negatively affected the outlook for
AmeriPath&#146;s revenues and profits. First, new Medicare
reimbursement rates were proposed which, if adopted as proposed,
would have the effect of decreasing reimbursement payments to
AmeriPath for certain tests it routinely performs and reducing
AmeriPath&#146;s earnings for calendar year 2003. Second,
despite its favorable claims history, AmeriPath&#146;s renewal
of medical malpractice coverage for the current policy year
resulted in (1)&nbsp;the decision by AmeriPath to form a captive
insurance company to partially self-insure against medical
malpractice claims and (2)&nbsp;a significant increase in
insurance costs and risk retention. AmeriPath issued a press
release regarding the impact of both of these negative
developments on July&nbsp;1, 2002. After the issuance of this
press release, AmeriPath&#146;s stock price as quoted on the
Nasdaq National Market fell from $21.15 on July&nbsp;1, 2002 to
$15.95 on July&nbsp;2, 2002.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On August, 22, 2002, a partner of Welsh Carson
telephoned Mr.&nbsp;James&nbsp;C. New, AmeriPath&#146;s chairman
and chief executive officer, and expressed a general interest in
AmeriPath. No further contacts occurred until September&nbsp;5,
2002, when once again Mr.&nbsp;New received a telephone call
from a partner of Welsh Carson who told Mr.&nbsp;New that Welsh
Carson was acquiring AmeriPath shares and that Welsh Carson was
considering sending a letter to AmeriPath to express an interest
in a possible acquisition transaction.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On September&nbsp;13, 2002, Welsh Carson
delivered a letter to AmeriPath indicating that Welsh Carson was
interested in exploring the acquisition of AmeriPath in an all
cash transaction at a price between $21.00 and $22.00 per share,
subject to a more complete due diligence of AmeriPath. In this
letter, Welsh Carson informed AmeriPath that it had acquired a
4.9% stake in AmeriPath on the open market.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On September&nbsp;19, 2002, the AmeriPath board
of directors held a telephonic meeting to discuss generally the
Welsh Carson proposal.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On September&nbsp;25, 2002, the AmeriPath board
met telephonically with its legal and financial advisors to
discuss the Welsh Carson proposal. At this meeting, the board of
directors reviewed with Alston &#38; Bird the board of
directors&#146; fiduciary duties and reviewed with Salomon Smith
Barney financial aspects of Welsh Carson&#146;s offer. In
addition, the board of directors determined to form a special
committee to negotiate on behalf of AmeriPath and to recommend
for or against any proposed transaction to the board of
directors. The special committee was composed of three
independent directors, Dr.&nbsp;Arnold Renschler,
Mr.&nbsp;Martin Gibson and Mr.&nbsp;Haywood Cochrane, who had no
management position with AmeriPath and no present or prior
affiliation with Welsh Carson or any of its affiliates. After
full discussion, the board of directors rejected the Welsh
Carson proposal and instructed Salomon Smith Barney to inform
Welsh Carson that AmeriPath was not prepared to move forward in
discussions with Welsh Carson unless Welsh Carson first
(1)&nbsp;conducted preliminary due diligence on certain matters
and concluded that such matters would not prevent a transaction
from occurring and (2)&nbsp;agreed to permit AmeriPath to
solicit higher bids after any definitive agreement was signed,
to allow AmeriPath to announce that it was seeking higher bids,
and to allow AmeriPath to terminate any definitive agreement to
accept a superior proposal upon payment of a termination fee
which would be below comparable termination fees for
transactions of this size.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On September&nbsp;30, 2002, the special committee
met telephonically. At this meeting, the special committee
selected Alston &#38; Bird and Salomon Smith Barney as its legal
and financial advisors and to assist the committee in
negotiations with Welsh Carson. Salomon Smith Barney reported
that it had informed Welsh Carson of the board of
directors&#146; determination, as instructed at the board of
directors&#146; prior September&nbsp;25, 2002 meeting.
Alston&nbsp;&#38; Bird discussed the fiduciary duties of the
special committee. The special committee decided that no further
negotiations would take place and no meetings with management
would be permitted until preliminary due diligence matters were
resolved and the special committee was satisfied that Welsh
Carson had agreed to termination provisions that would permit
AmeriPath to solicit higher bids and terminate any definitive
agreement if it received a superior proposal. The special
committee also informed Welsh Carson that it wanted a higher
offer price.
</FONT>

<P align="center"><FONT size="2">13
</FONT>
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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Thereafter, between September&nbsp;26 and
September&nbsp;30, 2002, the parties negotiated a
confidentiality agreement and a term sheet for the merger
agreement termination provisions, including a right to solicit
higher bids after execution of a definitive agreement. On
October&nbsp;1, 2002, the parties executed a confidentiality
agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Between October 1 and October&nbsp;7, 2002,
representatives of Welsh Carson conducted preliminary due
diligence on limited matters. On October&nbsp;7, 2002, the
special committee&#146;s legal and financial advisors met
telephonically with representatives of Welsh Carson to discuss
the results of Welsh Carson&#146;s preliminary due diligence. At
this meeting, Welsh Carson confirmed that it was satisfied with
its review.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Also on October&nbsp;7, 2002, the special
committee met telephonically. The special committee was informed
that Welsh Carson had satisfactorily completed its preliminary
due diligence and had agreed to permit AmeriPath to solicit
higher bids after any definitive agreement was signed and
terminate any definitive agreement to accept a superior proposal
upon payment of a reasonable termination fee.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Between October&nbsp;7 and November&nbsp;12,
2002, representatives of Welsh Carson conducted due diligence in
West Palm Beach and Atlanta, including meetings in West Palm
Beach with representatives of Credit Suisse First Boston and
Deutsche Bank, which were considering providing debt financing
to Welsh Carson in connection with the transaction. This due
diligence continued up to the signing of the merger agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On October&nbsp;12, 2002, Welsh Carson sent a
letter reaffirming its interest in exploring an acquisition
transaction, but for a cash price between $20.00 to $21.00 per
share. Welsh Carson attributed the lower price range to a
greater understanding of AmeriPath&#146;s contingent note
obligations as well as a deterioration in the credit and high
yield debt markets since the date of its earlier offer.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The special committee met telephonically on
October&nbsp;14 (other than Mr. Gibson) and again on
October&nbsp;15, 2002 with its legal and financial advisors to
discuss the October&nbsp;12 letter from Welsh Carson. The
special committee decided to proceed with due diligence and
negotiation of a definitive agreement but instructed Salomon
Smith Barney to inform Welsh Carson that the offer price was
inadequate and that Welsh Carson would need to increase its
offer.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On October&nbsp;29, 2002, AmeriPath announced its
third quarter and nine-month earnings. AmeriPath also confirmed
its previously issued guidance for 2002 and 2003 earnings and
revenue.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On November&nbsp;1, 2002, Welsh Carson delivered
to AmeriPath a draft merger agreement for a possible acquisition
transaction. Negotiation of the merger agreement took place
between November&nbsp;4, 2002 and December&nbsp;7, 2002.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On November&nbsp;4, 2002, the special committee
met telephonically with its legal and financial advisors and
reviewed the draft merger agreement proposed by Welsh Carson and
the status of negotiations. The special committee instructed
Salomon Smith Barney to request a meeting with Welsh Carson so
that the special committee could learn more about Welsh Carson
and its plans for AmeriPath if a transaction occurred.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On November&nbsp;15, 2002, the special committee
held a meeting in Orlando, Florida. Mr.&nbsp;Haywood Cochrane
participated in the meeting by conference call. At this meeting,
the special committee reviewed with its legal and financial
advisors the status of negotiations with Welsh Carson, current
market conditions and recent transactions in the industries in
which AmeriPath conducts its business. Following its discussion
of these matters, the special committee invited representatives
of Welsh Carson to join the meeting and make a presentation to
the special committee regarding its offer, the proposed
transaction and the results of its due diligence. At the special
committee&#146;s request, Welsh Carson described the financial
terms of any employment arrangements it would offer to the
AmeriPath management team.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Between November&nbsp;19, 2002 and
December&nbsp;7, 2002, Welsh Carson and certain members of
management, together with separate counsel retained by
management, continued to negotiate the terms of amendments to
the existing employment agreements with AmeriPath&#146;s
management team, that would be effective as of the closing of
the proposed merger.
</FONT>

<P align="center"><FONT size="2">14
</FONT>

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On November&nbsp;21, 2002, representatives of
Welsh Carson held a conference call with the special
committee&#146;s legal and financial advisors to discuss pending
changes in Medicare reimbursement rates previously discussed,
that if adopted as proposed, could negatively impact
AmeriPath&#146;s EBITDA for 2003 by up to approximately
$10&nbsp;million. The parties also discussed that definitive
changes in the proposed reimbursement rate structure could be
published as early as December&nbsp;2, 2002.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On November&nbsp;22, 2002, the special committee
met telephonically and reviewed with its legal and financial
advisors the prior day&#146;s call with representatives of Welsh
Carson. The special committee determined that Welsh Carson
should be instructed not to submit a revised offer until after
December&nbsp;2, 2002 when it was generally believed that
clarification regarding Medicare reimbursement rate levels for
2003 would be published.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On December&nbsp;2, 2002, after the final
Medicare reimbursement rates were not published as expected,
Welsh Carson revised its offer to $20.50 per share in cash, plus
a $0.50 per share contingent payment if proposed reimbursement
rates were adjusted between signing and closing of a transaction.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On December&nbsp;2, 2002, the special committee
met telephonically. At the invitation of the special committee,
Mr.&nbsp;James C. New, the chairman and chief executive officer
of AmeriPath, joined the call briefly. Mr.&nbsp;New informed the
special committee that he had received an unsolicited call from
a senior executive of another company with whom AmeriPath had
entered into merger negotiations in the summer of 2001, referred
to as the other company. The senior executive of the other
company indicated that he would like to meet with Mr.&nbsp;New.
After informing the special committee about the call,
Mr.&nbsp;New then left the meeting.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The special committee considered AmeriPath&#146;s
prior merger discussions with the other company, the extensive
due diligence conducted by the other company, and the fact that
these conversations had failed because the other company&#146;s
board of directors had said that the business models of the two
companies were not compatible. The special committee also
considered that the proposed merger agreement with Welsh Carson
would allow AmeriPath to solicit higher bids for a period of
time and thereafter to negotiate with bidders making higher
unsolicited bids. Based on these facts, the special committee
concluded that past discussions with the other company would
seem to indicate that a transaction with the other company was
not likely to be completed and that, in any event, there would
be no meaningful impediment under the proposed merger agreement
which would preclude the other company from making a higher
competing bid if it chose to do so. The special committee then
instructed Mr.&nbsp;New to telephone the senior executive at the
other company and inform him that unless there were some
indication from the board of directors of the other company that
it no longer considered the business models of the two companies
to be incompatible, AmeriPath was not interested in meeting at
this time. The senior executive of the other company
subsequently informed Mr.&nbsp;New that he was not acting at the
direction of his board of directors and did not have such
assurance from his board of directors.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On December&nbsp;4, 2002, the special committee
met once again by conference telephone call with its legal and
financial advisors. After a discussion concerning Welsh
Carson&#146;s latest proposal, the special committee authorized
Salomon Smith Barney to respond with a counterproposal of $22.00
per share in cash, plus certain contingent payments based on the
outcome of anticipated Medicare reimbursement changes,
regardless of whether such changes occurred before or after
completion of any transaction.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Later that same day, Salomon Smith Barney
delivered the special committee&#146;s counter-proposal to Welsh
Carson. Welsh Carson responded with a proposal of $21.25 per
share in cash and no contingent payments. Welsh Carson indicated
that its financing commitments would not permit it to further
consider a contingent payment.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The special committee met for a second time by
conference telephone call on December&nbsp;4, 2002 with its
legal and financial advisors to discuss the status of
negotiations, the merger agreement and the proposed drafts of
financing commitment letters received by Welsh Carson. The
special committee also authorized Mr. Haywood Cochrane to
negotiate directly with Welsh Carson on behalf of the special
committee. The special committee decided to seek once again a
higher price as well as concessions on the merger
</FONT>

<P align="center"><FONT size="2">15
</FONT>
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<DIV align="left">
<FONT size="2">agreement and the financing commitment letters
received by Welsh Carson. In particular, the special committee
requested that Welsh Carson assume a higher level of financial
responsibility for any breach of the merger agreement by its
affiliated parties to the merger agreement.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On December&nbsp;5, 2002, Mr.&nbsp;Haywood
Cochrane, along with the special committee&#146;s legal and
financial advisors, held a telephone conference call with
representatives of Welsh Carson. Mr.&nbsp;Cochrane informed
representatives of Welsh Carson that the special committee
wanted $22.00 per share in cash, certain changes to the
financing commitment letters received by Welsh Carson and a
commitment by Welsh Carson to support any damage claims
resulting from a breach of obligations of those Welsh Carson
affiliates signing the merger agreement. Welsh Carson responded
that it could not increase its cash price of $21.25 per share
but that it would seek to negotiate further its financing
commitment letters to the satisfaction of Mr.&nbsp;Cochrane and
the special committee and that it would be willing to commit
$12.9 million in cash plus the approximately 1.5 million of its
shares of AmeriPath common stock to support the obligations of
Welsh Carson&#146;s affiliates under the proposed merger
agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On December&nbsp;8, 2002, the special committee
met with its advisors in West Palm Beach to discuss Welsh
Carson&#146;s final proposal, the merger agreement, and the
financing commitment letters. At this meeting, Alston &#38; Bird
reviewed with the special committee their fiduciary duties under
Delaware law and the terms of the merger agreement and related
documentation. In addition, Salomon Smith Barney reviewed with
the special committee its financial analysis of the proposed
merger consideration and rendered to the special committee an
oral opinion, which opinion was confirmed by delivery of a
written opinion dated the same date, to the effect that, as of
the date of the opinion and based on and subject to the matters
described in the opinion, the merger consideration was fair,
from a financial point of view, to the holders of AmeriPath
common stock (other than Welsh Carson and its affiliates). After
full discussion, the special committee concluded that a cash
merger at $21.25 per share was fair and in the best interests of
AmeriPath&#146;s stockholders and unanimously decided to
recommend the transaction to the full board of directors. The
special committee also instructed Salomon Smith Barney, subject
to signing a definitive agreement, to commence soliciting other
indications of interest promptly after announcement of the
proposed transaction as contemplated by the terms of the
proposed merger agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Also, on December&nbsp;8, 2002, the board of
directors held a meeting in West Palm Beach at which the special
committee described the proposed transaction and made its
unanimous recommendation in favor of the proposed transaction to
the board of directors. Mr.&nbsp;New described the financial
proposal made by Welsh Carson to the key management team at
AmeriPath. Alston &#38; Bird and Salomon Smith Barney also
reviewed with the full board of directors the matters reviewed
by each at the special committee&#146;s meeting earlier that day.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On December&nbsp;9, 2002, AmeriPath issued a
press release announcing the definitive merger agreement and
stating that AmeriPath could solicit for a limited period and
thereafter receive unsolicited indications of interest for a
superior proposal. In this regard, Salomon Smith Barney, as
instructed by the special committee, began soliciting, and
responding to, indications of interest from various potential
buyers, including the other company. As of December&nbsp;20,
2002, 28 potential buyers had been contacted or had contacted
AmeriPath, 17 of such parties had received confidentiality
agreements and six of such parties had executed confidentiality
agreements.
</FONT>

<!-- link1 "Recommendation of the Board of Directors and Reasons for the Merger" -->

<P align="left">
<B><FONT size="2">Recommendation of the Board of Directors and
Reasons for the Merger</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The special committee of the board of directors
has unanimously determined that the terms of the merger
agreement, including the merger consideration of $21.25 per
share of common stock, and the proposed merger are fair to, and
in the best interests of, the AmeriPath stockholders. The
special committee unanimously recommended to the board of
directors that the merger agreement and the merger be approved
and adopted. The special committee considered a number of
factors, as more fully described above under
&#147;&#151;&nbsp;Background of the Merger&#148; and as
described below under &#147;&#151;&nbsp;Reasons for the special
committee&#146;s determination,&#148; in determining to make its
recommendation. The board of directors has also determined that
the terms of the merger agreement and the proposed merger are
fair to, and in the best
</FONT>

<P align="center"><FONT size="2">16
</FONT>
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<DIV align="left">
<FONT size="2">interests of, the AmeriPath stockholders and has
approved the merger agreement and the merger. <B>The board of
directors recommends that AmeriPath stockholders vote FOR the
approval and adoption of the merger agreement and the merger.</B>
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Reasons for the Special Committee&#146;s
Determination.</FONT></I><FONT size="2"> The special committee
consists solely of directors who are not officers or employees
of AmeriPath and who have no present or prior affiliation with
Welsh Carson or its affiliates. The members of the special
committee are Haywood&nbsp;D. Cochrane,&nbsp;Jr., C.&nbsp;Arnold
Renschler,&nbsp;M.D. and E. Martin Gibson. In recommending the
approval and adoption of the merger agreement and the merger to
the board of directors, the special committee considered a
number of factors that it believed supported its recommendation,
including:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the fact that the merger consideration of $21.25
    per share represented a substantial premium over the market
    price of AmeriPath common stock before the public announcement
    of the merger agreement, namely, approximately a 29% premium
    over the market closing price of $16.45 per share on
    December&nbsp;6, 2002;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the ability of the AmeriPath stockholders to
    recognize a significant cash value through the proceeds of the
    merger;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">its familiarity with AmeriPath&#146;s recent and
    current financial performance, including operational
    uncertainties due to the healthcare reimbursement and industry
    environment and the implications thereof with respect to the
    potential market performance of AmeriPath common stock on a
    stand-alone basis;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the terms of the merger agreement, including the
    price and the amount of the termination fee, which should not
    unduly discourage a third party from offering a proposal that is
    more favorable;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">that the merger agreement permits AmeriPath to
    solicit alternative acquisition proposals for ten business days
    after signing the merger agreement, and even after such period,
    to provide information and participate in negotiations with
    respect to parties who have submitted written indications of
    interest or unsolicited acquisition proposals in the
    circumstances described in the merger agreement and to terminate
    the merger agreement to accept a superior acquisition proposal;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">its review of the alternatives to a sale of
    AmeriPath, including maintaining the status quo or pursuing a
    strategic transaction with an industry competitor, which
    AmeriPath has not been successful with in the past;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the increased flexibility that AmeriPath would
    have as a private company to consider business strategies that
    have long-term benefits but that would adversely impact earnings
    per share and the market price of the AmeriPath common stock in
    the short term;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the financial analysis of Salomon Smith Barney,
    including its opinion dated December&nbsp;8, 2002 to the special
    committee and board of directors as to the fairness, from a
    financial point of view as of the date of the opinion, of the
    $21.25 per share merger consideration to holders of AmeriPath
    common stock (other than Welsh Carson and its affiliates), which
    analysis the special committee considered in its totality,
    rather than any single analysis or subgroup of analyses; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the nature of the financing commitments received
    by Holding with respect to the merger.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The special committee also determined that the
merger is procedurally fair because, among other things:
</FONT>
<P>

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    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
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<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the AmeriPath board of directors established a
    special committee of independent directors to consider and
    negotiate the merger agreement;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the special committee, which consists solely of
    directors who are not officers or employees of AmeriPath, was
    given exclusive authority to, among other things, evaluate,
    negotiate and
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">17
</FONT>
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    <TD width="3%"></TD>
    <TD width="94%"></TD>
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<TR valign="top">
    <TD>&nbsp;</TD>
    <TD></TD>
    <TD align="left">
    <FONT size="2">recommend the terms of any proposed transaction
    or reject any offer that it could not favorably recommend to the
    AmeriPath board of directors;
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the members of the special committee will have no
    continuing interest in AmeriPath after completion of the merger;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the $21.25 per share merger consideration and
    other terms and conditions of the merger agreement resulted from
    arm&#146;s-length bargaining between the special committee and
    its representatives, and Holding and its representatives;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the merger agreement allows AmeriPath to publicly
    announce its ability to consider higher competing bids and
    further permits the special committee to solicit other third
    parties for a period of time; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">subject to certain conditions and the payment of
    a termination fee under certain circumstances, the terms of the
    merger agreement allow the AmeriPath board of directors to
    satisfy its fiduciary duties if it reasonably believes that an
    acquisition proposal it received after the date of the merger
    agreement could result in a superior proposal.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The special committee also considered a variety
of risks and other potentially negative factors concerning the
merger, including, among other things:
</FONT>
<P>

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    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
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    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">that the obligation of Holding to complete the
    merger is conditioned upon financing being made available to
    Holding and Acquisition Corp., as discussed in &#147;The
    Merger&nbsp;&#151; Merger Financing&#148; beginning on page 31,
    and that Holding and Acquisition Corp. may not secure financing
    for a variety of reasons, including reasons beyond the control
    of AmeriPath, Holding or Acquisition Corp.;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">that if the merger is not consummated under
    circumstances further discussed in &#147;The Merger
    Agreement&nbsp;&#151; Termination&#148; beginning on
    page&nbsp;47 and &#147;The Merger Agreement&nbsp;&#151; Fees and
    Expenses; Termination Fee&#148; beginning on page 48, AmeriPath
    may be required to pay to Holding a termination fee;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the fact that the price per share represents a
    lower multiple of earnings than other recent transactions in
    this industry; however, the special committee recognized that
    AmeriPath&#146;s business model has historically resulted in
    AmeriPath trading at a lower multiple to earnings than its
    competitors; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">following the merger, AmeriPath stockholders will
    cease to participate in any future earnings growth of AmeriPath
    or benefit from any increase in the value of AmeriPath.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">After considering these factors, the special
committee concluded that the positive factors relating to the
merger outweighed the negative factors. Because of the variety
of factors considered, the special committee did not find it
practicable to quantify or otherwise assign relative weights to,
and did not make specific assessments of, the specific factors
considered in reaching its determination. In addition,
individual members of the special committee may have assigned
different weights to various factors. The determination of the
special committee was made after consideration of all of the
factors together.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Reasons for the Board of Directors&#146;
Determination.</FONT></I><FONT size="2"> The AmeriPath board of
directors consists of seven directors, three of whom serve on
the special committee. In reporting to AmeriPath&#146;s board of
directors regarding its determination and recommendation, the
special committee, with its legal and financial advisors
participating, advised the other members of the board of
directors of the course of negotiations with Holding and its
legal counsel, its review of the merger agreement and the
related financing commitments and the factors it took into
account in reaching its determination that the terms of the
merger agreement and the merger are fair to, and in the best
interests of, the AmeriPath stockholders. In view of the wide
variety of factors considered in its evaluation of the proposed
merger, the board of directors did not find it practicable to
quantify or otherwise assign relative weights to, and did not
make specific assessments of, the specific factors considered in
reaching its determination. Rather, the board
</FONT>

<P align="center"><FONT size="2">18
</FONT>
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<DIV align="left">
<FONT size="2">based its position on the totality of the
information presented and considered. As part of its
determination with respect to the merger, the board of directors
adopted the conclusion, and the factors considered by the
special committee in arriving at such conclusion, based upon the
board of directors&#146; view as to the reasonableness of such
factors.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The board of directors believes that the merger
agreement and the proposed merger are fair to, and in the best
interests of, the AmeriPath stockholders. In reaching these
conclusions, the board of directors considered it significant
that:
</FONT>
<P>

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    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
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    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the merger consideration of $21.25 in cash per
    share of common stock resulted from arm&#146;s-length
    negotiations between the special committee and representatives
    of Holding;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the special committee had obtained an opinion
    from its financial advisor as to the fairness, from a financial
    point of view and as of the date of the opinion, of the $21.25
    per share merger consideration to be received by holders of
    AmeriPath common stock (other than Welsh Carson and its
    affiliates) as described more fully below under &#147;Opinion of
    the Special Committee&#146;s Financial Advisor&#148;; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the merger agreement permits AmeriPath to
    publicly announce that it is seeking higher competing bids, to
    solicit alternative acquisition proposals for ten business days
    after signing the merger agreement, and even after such period,
    the merger agreement permits AmeriPath to provide information
    and participate in negotiations with respect to unsolicited
    acquisition proposals in the circumstances described in the
    merger agreement and to terminate the merger agreement to accept
    a superior acquisition proposal.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The board of directors believes that the merger
agreement and the proposed merger are fair to the AmeriPath
stockholders for all of the reasons and factors described above.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size="2">The board of directors recommends that
AmeriPath stockholders vote FOR the proposal to approve and
adopt the merger agreement and the merger.</FONT></B>

<!-- link1 "Opinion of the Special Committee&#146;s Financial Advisor" -->

<P align="left">
<B><FONT size="2">Opinion of the Special Committee&#146;s
Financial Advisor</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The special committee retained Salomon Smith
Barney to act as its exclusive financial advisor in connection
with the proposed merger. In connection with this engagement,
the special committee requested that Salomon Smith Barney
evaluate the fairness, from a financial point of view, of the
merger consideration to be received by the holders of AmeriPath
common stock (other than Welsh Carson and its affiliates). On
December&nbsp;8, 2002, at a meeting of the special committee
held to evaluate the proposed merger, Salomon Smith Barney
delivered to the special committee an oral opinion, which
opinion was confirmed by delivery of a written opinion to the
special committee and board of directors dated the same date, to
the effect that, as of that date and based on and subject to the
matters described in the opinion, the merger consideration was
fair, from a financial point of view, to the holders of
AmeriPath common stock (other than Welsh Carson and its
affiliates).
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In arriving at its opinion, Salomon Smith Barney:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">reviewed the merger agreement;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">held discussions with senior officers, directors
    and other representatives and advisors of AmeriPath and
    representatives and advisors of Welsh Carson concerning
    AmeriPath&#146;s business, operations and prospects;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">examined publicly available business and
    financial information relating to AmeriPath;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">examined financial forecasts and other
    information and data for AmeriPath provided to or otherwise
    discussed with Salomon Smith Barney by AmeriPath&#146;s
    management;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">reviewed the financial terms of the merger as
    described in the merger agreement in relation to, among other
    things, current and historical market prices and trading volumes
    of AmeriPath
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">19
</FONT>
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    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD></TD>
    <TD align="left">
    <FONT size="2">common stock, the historical and projected
    earnings and other operating data of AmeriPath, and the
    financial condition and capitalization of AmeriPath;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">considered, to the extent publicly available, the
    financial terms of other transactions recently effected which
    Salomon Smith Barney considered relevant in evaluating the
    merger;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">analyzed financial, stock market and other
    publicly available information relating to the businesses of
    other companies whose operations Salomon Smith Barney considered
    relevant in evaluating AmeriPath; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">conducted other analyses and examinations and
    considered other financial, economic and market criteria as
    Salomon Smith Barney deemed appropriate in arriving at its
    opinion.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In rendering its opinion, Salomon Smith Barney
assumed and relied, without independent verification, on the
accuracy and completeness of all financial and other information
and data publicly available or furnished to or otherwise
reviewed by or discussed with it. With respect to financial
forecasts and other information and data provided to or
otherwise discussed with Salomon Smith Barney, AmeriPath&#146;s
management advised Salomon Smith Barney that these forecasts and
other information and data were reasonably prepared on bases
reflecting the best currently available estimates and judgments
of AmeriPath&#146;s management as to the future financial
performance of AmeriPath. In rendering its opinion and with
AmeriPath&#146;s consent, Salomon Smith Barney relied on the
representations and warranties of AmeriPath, Holding and
Acquisition Corp. described in the merger agreement and assumed
that the merger would be consummated in accordance with its
terms, without waiver, modification or amendment of any material
term, condition or agreement, and in compliance with all
applicable laws, including laws relating to insolvency and
fraudulent conveyance. Salomon Smith Barney also assumed, with
AmeriPath&#146;s consent, that in the course of obtaining the
necessary regulatory and third party approvals or consents for
the merger, no delay, limitation, restriction or condition would
be imposed that would have an adverse effect on the merger.
Salomon Smith Barney did not make, and was not provided with, an
independent evaluation or appraisal of the assets or
liabilities, contingent or otherwise, of AmeriPath and did not
make any physical inspection of properties or assets of
AmeriPath.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Salomon Smith Barney expressed no view as to, and
its opinion does not address, the relative merits of the merger
as compared to any alternative business strategies that might
exist for AmeriPath or the effect of any other transaction in
which AmeriPath might engage. Prior to the date on which the
merger agreement was executed, Salomon Smith Barney was not
requested to, and did not, solicit third party indications of
interest in the possible acquisition of AmeriPath; however, as
contemplated by the merger agreement, Salomon Smith Barney, upon
the request of the special committee, solicited third party
indications of interest for competing acquisition proposals
during the period following public announcement of the merger
and continuing until December&nbsp;21, 2002. Salomon Smith
Barney&#146;s opinion was necessarily based on information
available, and financial, stock market and other conditions and
circumstances existing and disclosed, to Salomon Smith Barney as
of the date of its opinion. Although Salomon Smith Barney
evaluated the merger consideration from a financial point of
view, Salomon Smith Barney was not asked to and it did not
recommend the specific consideration payable in the merger,
which was determined through negotiation between AmeriPath and
Welsh Carson. The special committee imposed no other
instructions or limitations on Salomon Smith Barney with respect
to the investigations made or procedures followed by Salomon
Smith Barney in rendering its opinion.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size="2">The full text of Salomon Smith Barney&#146;s
written opinion dated December&nbsp;8, 2002, which describes the
assumptions made, procedures followed, matters considered and
limitations on the review undertaken, is attached to this proxy
statement as Appendix&nbsp;C and is incorporated into this proxy
statement by reference. Salomon Smith Barney&#146;s opinion is
addressed to the special committee and board of directors and
relates only to the fairness, from a financial point of view, of
the merger consideration, does not address any other aspect of
the merger and does not constitute a recommendation to any
stockholder as to how such stockholder should vote or act on the
proposed merger or as to any other matters relating to the
merger.</FONT></B>

<P align="center"><FONT size="2">20
</FONT>

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In preparing its opinion, Salomon Smith Barney
performed a variety of financial and comparative analyses,
including those described below. The summary of these analyses
is not a complete description of the analyses underlying Salomon
Smith Barney&#146;s opinion. The preparation of a fairness
opinion is a complex analytical process involving various
determinations as to the most appropriate and relevant methods
of financial analysis and the application of those methods to
the particular circumstances and, therefore, a fairness opinion
is not readily susceptible to summary description. Accordingly,
Salomon Smith Barney believes that its analyses must be
considered as a whole and that selecting portions of its
analyses and factors could create a misleading or incomplete
view of the processes underlying its analyses and opinion.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In its analyses, Salomon Smith Barney considered
industry performance, general business, economic, market and
financial conditions and other matters existing as of the date
of its opinion, many of which are beyond the control of
AmeriPath. No company, transaction or business used in those
analyses as a comparison is identical to AmeriPath or the
proposed merger, and an evaluation of those analyses is not
entirely mathematical. Rather, the analyses involve complex
considerations and judgments concerning financial and operating
characteristics and other factors that could affect the
acquisition, public trading or other values of the companies,
business segments or transactions analyzed.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The estimates contained in Salomon Smith
Barney&#146;s analyses and the valuation ranges resulting from
any particular analysis are not necessarily indicative of actual
values or predictive of future results or values, which may be
significantly more or less favorable than those suggested by its
analyses. In addition, analyses relating to the value of
businesses or securities do not necessarily purport to be
appraisals or to reflect the prices at which businesses or
securities actually may be sold. Accordingly, Salomon Smith
Barney&#146;s analyses and estimates are inherently subject to
substantial uncertainty.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Salomon Smith Barney&#146;s opinion and analyses
were only one of many factors considered by the special
committee and board of directors in their evaluation of the
merger and should not be viewed as determinative of the views of
AmeriPath&#146;s special committee, board or management with
respect to the proposed merger or the merger consideration.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following is a summary of the material
financial analyses performed by Salomon Smith Barney in
connection with the rendering of its opinion dated
December&nbsp;8, 2002 to the special committee and board of
directors.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Selected Companies Analysis</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Given that AmeriPath&#146;s business operations
are comprised of both laboratory testing and physician practice
management, Salomon Smith Barney analyzed the market values and
trading multiples of companies in the laboratory testing
industry, referred to below as the laboratory testing companies,
as well as companies engaged in physician practice management,
referred to below as the PPM companies.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Laboratory Testing
Companies.</FONT></I><FONT size="2"> Using publicly available
information, Salomon Smith Barney analyzed the market values and
trading multiples of the following four selected publicly traded
laboratory testing companies:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Laboratory Corporation of America Holdings, Inc.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">LabOne, Inc.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Quest Diagnostics Incorporated
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Impath Inc.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">All multiples were based on closing stock prices
on December&nbsp;6, 2002. Estimated financial data for the
laboratory testing companies were based on publicly available
research analysts&#146; estimates and estimated financial data
for AmeriPath were based on internal estimates of
AmeriPath&#146;s management. Salomon Smith Barney reviewed
enterprise values of the laboratory testing companies as
multiples of calendar year 2002 estimated revenue and latest 12
months and estimated calendar years 2002 and 2003 earnings before
</FONT>

<P align="center"><FONT size="2">21
</FONT>

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<DIV align="left">
<FONT size="2">interest, taxes, depreciation and amortization,
commonly referred to as EBITDA. Salomon Smith Barney calculated
enterprise values as equity value, plus total straight and
convertible debt, straight and convertible preferred stock and
minority interest, less cash, options and warrants proceeds and
investments in unconsolidated affiliates. In calculating
AmeriPath&#146;s enterprise value, contingent payments estimated
by AmeriPath&#146;s management to be made by AmeriPath in
connection with certain of its acquired businesses also were
taken into account. Salomon Smith Barney reviewed equity values
as a multiple of latest 12&nbsp;months and estimated calendar
years 2002 and 2003 earnings per share, commonly referred to as
EPS. Salomon Smith Barney then applied a range of selected
multiples of calendar year 2002 estimated revenue and latest
12&nbsp;months and estimated calendar years 2002 and 2003 EBITDA
and EPS derived from the laboratory testing companies to
corresponding financial data of AmeriPath in order to derive an
implied equity reference range for AmeriPath. This analysis
indicated an approximate implied per share equity reference
range for AmeriPath of $18.00 to $28.00, as compared to the per
share merger consideration of $21.25.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">PPM Companies.</FONT></I><FONT size="2"> Using
publicly available information, Salomon Smith Barney analyzed
the market values and trading multiples of the following five
selected publicly traded PPM companies:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Pediatrix Medical Group, Inc.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Hanger Orthopedic Group, Inc.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Radiologix, Inc.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">US Oncology, Inc.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Orthodontic Centers of America, Inc.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">All multiples were based on closing stock prices
on December&nbsp;6, 2002. Estimated financial data for the PPM
companies were based on publicly available research
analysts&#146; estimates and estimated financial data for
AmeriPath were based on internal estimates of AmeriPath&#146;s
management. Salomon Smith Barney reviewed enterprise values of
the PPM companies as multiples of calendar year 2002 estimated
revenue and latest 12&nbsp;months and estimated calendar years
2002 and 2003 EBITDA. Salomon Smith Barney reviewed equity
values as a multiple of latest 12&nbsp;months and estimated
calendar years 2002 and 2003 EPS. Salomon Smith Barney then
applied a range of selected multiples of calendar year 2002
estimated revenue and latest 12&nbsp;months and estimated
calendar years 2002 and 2003 EBITDA and EPS derived from the PPM
companies to corresponding financial data of AmeriPath in order
to derive an implied equity reference range for AmeriPath. This
analysis indicated an approximate implied per share equity
reference range for AmeriPath of $10.00 to $28.00, as compared
to the per share merger consideration of $21.25.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Precedent Transactions
    Analysis</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Given the mix of AmeriPath&#146;s business
operations, Salomon Smith Barney reviewed the transaction value
multiples paid in selected transactions involving both
laboratory testing companies, referred to below as the
laboratory testing transactions, and transactions involving PPM
companies, referred to below as the PPM transactions.
</FONT>

<P align="center"><FONT size="2">22
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Laboratory Testing
Transactions.</FONT></I><FONT size="2"> Using publicly available
information, Salomon Smith Barney reviewed the implied
transaction value multiples paid in the following six selected
laboratory testing transactions:
</FONT>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="41%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="42%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
</TR>

<TR>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Acquiror</FONT></B></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
</TR>

<TR>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
</TR>

<TR>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
</TR>

<TR>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Target</FONT></B></TD>
</TR>

<TR>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">&#149;
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Quest Diagnostics Incorporated
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">&#149;
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Unilab Corporation
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">&#149;
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Laboratory Corporation of America Holdings, Inc.
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">&#149;
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Dianon Systems, Inc.
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">&#149;
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Laboratory Corporation of America Holdings, Inc.
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">&#149;
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Dynacare Inc.
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">&#149;
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Quest Diagnostics Incorporated
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">&#149;
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">American Medical Laboratories, Incorporated
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">&#149;
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Dianon Systems, Inc.
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">&#149;
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">UroCor, Inc.
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">&#149;
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Kelso &#38; Company
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">&#149;
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Unilab Corporation
    </FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">
<FONT size="2">Salomon Smith Barney compared transaction values
in the selected transactions as multiples of latest
12&nbsp;months revenue and EBITDA. Salomon Smith Barney then
applied a range of selected multiples of latest 12&nbsp;months
revenue and EBITDA derived from the laboratory testing
transactions to corresponding financial data of AmeriPath in
order to derive an implied equity reference range for AmeriPath.
This analysis indicated an approximate implied per share equity
reference range for AmeriPath of $21.00 to $33.00, as compared
to the per share merger consideration of $21.25.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">PPM Transactions.</FONT></I><FONT size="2">
Using publicly available information, Salomon Smith Barney
reviewed the implied transaction value multiples paid in the
following three selected PPM transactions:
</FONT>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="41%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="42%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
</TR>

<TR>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Acquiror</FONT></B></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
</TR>

<TR>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
</TR>

<TR>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
</TR>

<TR>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Target</FONT></B></TD>
</TR>

<TR>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">&#149;
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Pediatrix Medical Group, Inc.
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">&#149;
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Magellan Healthcare Corporation
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">&#149;
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Vestar Capital Partners
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">&#149;
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Sheridan Healthcare, Inc.
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">&#149;
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">American Oncology Resources, Inc.
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">&#149;
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Physician Reliance Network, Inc.
    </FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">
<FONT size="2">Salomon Smith Barney compared transaction values
in the selected transactions as multiples of latest
12&nbsp;months revenue and EBITDA. Salomon Smith Barney then
applied a range of selected multiples of latest 12&nbsp;months
revenue and EBITDA derived from the PPM transactions to
corresponding financial data of AmeriPath in order to derive an
implied equity reference range for AmeriPath. This analysis
indicated an approximate implied per share equity reference
range for AmeriPath of $18.00 to $29.00, as compared to the per
share merger consideration of $21.25.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Discounted Cash Flow Analysis</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Salomon Smith Barney performed a discounted cash
flow analysis of AmeriPath to calculate the estimated present
value of the stand-alone, unlevered, after-tax free cash flows
that AmeriPath could generate over fiscal years 2003 through
2007. Estimated financial data for AmeriPath were based on
internal estimates of AmeriPath&#146;s management. Salomon Smith
Barney calculated a range of estimated terminal values for
AmeriPath by applying terminal EBITDA multiples ranging from
6.0x to 8.0x to AmeriPath&#146;s calendar year 2007 estimated
EBITDA. The present value of the cash flows and terminal values
were calculated using discount rates ranging from 11.0% to
15.0%. This analysis indicated an approximate implied per share
equity reference range for AmeriPath of $21.00 to $33.00, as
compared to the per share merger consideration of $21.25.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Leveraged Buy-Out Analysis</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Salomon Smith Barney performed a leveraged
buy-out analysis of AmeriPath based on internal estimates of
AmeriPath&#146;s management for fiscal years 2003 through 2007.
In this analysis, Salomon Smith Barney assumed a capitalization
structure based generally on the financing terms provided for in
the merger, calendar year 2002 estimated total outstanding debt
to EBITDA leverage ratios of 3.75x to 4.60x
</FONT>

<P align="center"><FONT size="2">23
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="left">
<FONT size="2">(or 4.30x to 5.10x after taking into account
contingent payments to be made by AmeriPath in connection with
certain of its acquired businesses estimated by AmeriPath&#146;s
management), a range of required rates of return to a financial
buyer of 20% to 30% and a range of terminal EBITDA multiples of
6.0x to 8.0x. This analysis indicated an approximate implied per
share equity reference range for AmeriPath of $17.00 to $28.00,
as compared to the per share merger consideration of $21.25.
</FONT>
</DIV>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Other Factors</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In rendering its opinion, Salomon Smith Barney
also reviewed and considered other factors, including:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the relationship between movements in AmeriPath
    common stock and movements in the common stock of selected
    companies from December&nbsp;6, 2001 through December&nbsp;6,
    2002;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">historical trading prices and trading volumes for
    AmeriPath common stock from December&nbsp;6, 2001 through
    December&nbsp;6, 2002;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the trading multiples and trading prices of
    AmeriPath common stock and the common stock of the laboratory
    testing companies from June&nbsp;27, 2002 (the trading day prior
    to public announcement of proposed Medicare and Medicaid
    directives which would lower reimbursement to various healthcare
    service providers) through December&nbsp;6, 2002; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the premiums implied by the merger consideration
    based on the average closing prices of AmeriPath common stock
    over selected periods from December&nbsp;6, 2001 through
    December&nbsp;6, 2002.
    </FONT></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Miscellaneous</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under the terms of its engagement, AmeriPath has
agreed to pay Salomon Smith Barney for its financial advisory
services upon completion of the merger an aggregate fee based on
a percentage of the total consideration, including liabilities
assumed, payable in the merger. The aggregate fee payable to
Salomon Smith Barney currently is estimated to be approximately
$6.0&nbsp;million. AmeriPath also has agreed to reimburse
Salomon Smith Barney for reasonable travel and other expenses
incurred by Salomon Smith Barney in performing its services,
including reasonable fees and expenses of its legal counsel, and
to indemnify Salomon Smith Barney and related persons against
liabilities, including liabilities under the federal securities
laws, arising out of its engagement. An affiliate of Salomon
Smith Barney engaged in the commercial lending business has
acted as co-syndication agent and joint book-running lead
arranger for a bank credit facility of AmeriPath which is
expected to be repaid in connection with the merger, for which
services such affiliate has received, and will receive,
compensation. Salomon Smith Barney also in the past has provided
investment banking services to AmeriPath and affiliates of Welsh
Carson unrelated to the proposed merger, including in connection
with underwritten public offerings of AmeriPath common stock and
offerings of certain securities of such affiliates of Welsh
Carson, for which services Salomon Smith Barney has received
compensation. In the ordinary course of business, Salomon Smith
Barney and its affiliates may actively trade or hold the
securities of AmeriPath and affiliates of Welsh Carson for their
own account or for the account of customers and, accordingly,
may at any time hold a long or short position in those
securities. In addition, Salomon Smith Barney and its
affiliates, including Citigroup Inc. and its affiliates, may
maintain relationships with AmeriPath, Welsh Carson and their
respective affiliates.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Salomon Smith Barney is an internationally
recognized investment banking firm and was selected by AmeriPath
based on its reputation, experience and familiarity with
AmeriPath and its businesses. Salomon Smith Barney regularly
engages in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated
underwritings, competitive bids, secondary distributions of
listed and unlisted securities, private placements and
valuations for estate, corporate and other purposes.
</FONT>

<!-- link2 "Effects of the Merger" -->

<P align="left">
<B><FONT size="2">Effects of the Merger</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Upon the effective time of the merger, current
AmeriPath stockholders, other than Welsh Carson and its
affiliates, will cease to have ownership interests in AmeriPath
or rights as AmeriPath stockholders.
</FONT>

<P align="center"><FONT size="2">24
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="left">
<FONT size="2">Therefore, the current stockholders of AmeriPath,
other than Welsh Carson and its affiliates, will not participate
in any future earnings or growth of AmeriPath and will not
benefit from any appreciation in value of AmeriPath. Upon
completion of the merger, Holding, and indirectly Welsh Carson
and its related co-investors, will own all of the capital stock
of the surviving corporation outstanding immediately after the
merger.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">AmeriPath&#146;s common stock is currently
registered under the Exchange Act and is quoted on the Nasdaq
National Market under the symbol &#147;PATH&#148;. As a result
of the merger, AmeriPath will be a privately held corporation,
and there will be no public market for its common stock. After
the merger, the common stock will cease to be quoted on the
Nasdaq National Market, and price quotations with respect to
sales of shares of common stock in the public market will no
longer be available. In addition, registration of the common
stock under the Exchange Act will be terminated. This
termination will make certain provisions of the Exchange Act,
such as the requirement of furnishing a proxy or information
statement in connection with stockholders&#146; meetings, no
longer applicable to AmeriPath. After the effective time of the
merger, AmeriPath will also no longer be required to file
periodic reports with the SEC.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">At the effective time of the merger, the
directors of Acquisition Corp. will become the directors of the
surviving corporation and the officers of AmeriPath immediately
prior to the effective time of the merger will remain the
officers of the surviving corporation. No AmeriPath officer or
director will be a director of the surviving corporation. The
certificate of incorporation of Acquisition Corp. as in effect
immediately prior to the effective time of the merger will
become the certificate of incorporation of the surviving
corporation except that the indemnification rights of the
officers and directors of AmeriPath shall continue as set forth
in AmeriPath&#146;s certificate of incorporation. The by-laws of
Acquisition Corp. in effect immediately prior to the effective
time of the merger will become the by-laws of the surviving
corporation.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Each outstanding option and warrant will be
canceled in exchange for an amount in cash, if any, determined
by multiplying (1)&nbsp;the excess, if any, of $21.25 over the
per share exercise price of the option or warrant, and
(2)&nbsp;the number of shares of common stock subject to the
option or warrant, net of any applicable withholding taxes. The
merger agreement provides for the accelerated vesting of all
options at the effective time of the merger in order for the
full amount of such options to be so canceled in exchange for
cash.
</FONT>

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<P align="left">
<B><FONT size="2">Risks that the Merger will not be
Completed</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Completion of the merger is subject to various
risks, including, but not limited to, the following:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">that the merger agreement and the merger will not
    be approved and adopted by the holders of at least a majority of
    the outstanding shares of AmeriPath common stock entitled to
    vote;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">that AmeriPath will experience a circumstance,
    event, occurrence, change or effect that, individually or in the
    aggregate has, or would reasonably be expected to have, a
    material adverse effect on AmeriPath;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">that Holding will not secure the financing
    necessary to complete the merger on the terms and conditions set
    forth in the current financing commitments already obtained or
    other financing arrangements on terms (including amounts and
    pricing) no less favorable in any material respect than those
    set forth in the existing commitment letters, as further
    described in &#147;&#151;&nbsp;Merger Financing;&#148;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">that the parties will not have performed in all
    material respects their obligations contained in the merger
    agreement at or before the effective time of the merger;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">that AmeriPath will not secure required
    governmental and third-party consents to and authorizations for
    the merger;
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">25
</FONT>

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<P>

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<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">that the representations and warranties made by
    the parties in the merger agreement will not be true and correct
    to the extent required in the merger agreement immediately
    before the effective time of the merger; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">that there may be brought or pending any suit,
    action or proceeding by any governmental entity that has, or
    would reasonably be expected to have, a material adverse effect
    on AmeriPath.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As a result of various risks to the completion of
the merger, there can be no assurance that the merger will be
completed even if the requisite stockholder approval is
obtained. It is expected that, if AmeriPath stockholders do not
approve and adopt the merger agreement and the merger or if the
merger is not completed for any other reason, the current
management of AmeriPath, under the direction of the board of
directors, will continue to manage AmeriPath as an ongoing
business.
</FONT>

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<P align="left">
<B><FONT size="2">Interests of AmeriPath Directors and Executive
Officers in the Merger</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In considering the recommendations of the board
of directors, AmeriPath stockholders should be aware that some
of AmeriPath&#146;s executive officers and members of
AmeriPath&#146;s board of directors have interests in the
transaction that are different from, or in addition to, the
interests of AmeriPath stockholders generally. The board of
directors appointed the special committee, consisting solely of
directors who are not officers or employees of AmeriPath, to
evaluate, negotiate and recommend the merger agreement and to
evaluate whether the merger is in the best interests of
AmeriPath stockholders other than Holding, Acquisition Corp. and
their affiliates, including Welsh Carson. The special committee
was aware of these differing interests and considered them,
among other matters, in evaluating and negotiating the merger
agreement and the merger and in recommending to the board of
directors that the merger agreement and the merger be approved
and adopted.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Special Committee
Fees.</FONT></I><FONT size="2"> The board of directors
determined that each member of the special committee would be
paid $2,500 per special committee meeting he attended by
telephone and $5,000 per special committee meeting he attended
in person, with a minimum payment of $20,000 and a maximum
payment of $40,000, regardless of whether any proposed
transaction was entered into or completed. As of the date of
this proxy statement, each special committee member has earned
more than $30,000 in connection with meeting attendance.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Payments to the Executive Officers of
AmeriPath.</FONT></I><FONT size="2"> Upon the effective date of
the merger, the executive officers of AmeriPath will be entitled
to the following payments under the terms of their existing
employment agreements in excess of their usual salary and bonus:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">James C. New, the Chairman of the Board and Chief
    Executive Officer of AmeriPath, will receive two times the sum
    of his annual base salary and bonus. Under his current
    employment agreement, Mr.&nbsp;New&#146;s current annual base
    salary is $475,000, and he is eligible to receive an annual
    bonus potentially equal to fifty percent (50%) of his base
    salary;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Brian C. Carr, the President of AmeriPath, will
    receive three times his annual base salary plus his 2002
    performance bonus. Under his current employment agreement,
    Mr.&nbsp;Carr&#146;s current annual base salary is $300,000 and
    his 2002 performance bonus equals $75,000;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Gregory A. Marsh, the Vice President and Chief
    Financial Officer of AmeriPath, will receive one and one half
    times his annual base salary. Under his current employment
    agreement, Mr.&nbsp;Marsh&#146;s current annual base salary is
    $220,000;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Stephen V. Fuller, the Senior Vice President of
    Human Resources of AmeriPath, will receive one times his annual
    base salary. Under his current employment agreement,
    Mr.&nbsp;Fuller&#146;s current annual base salary is $218,405;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">James E. Billington, the Senior Vice President of
    Operations of AmeriPath, will receive one times his annual base
    salary. Under his current employment agreement,
    Mr.&nbsp;Billington&#146;s current annual base salary is
    $226,000; and
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">26
</FONT>

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<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Dennis M. Smith, Jr., M.D., the Executive Vice
    President of Genomic Strategies and Chief Medical Officer of
    AmeriPath, is not entitled to receive an additional payment upon
    consummation of the merger.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition, on December&nbsp;8, 2002, the board
of directors approved a $100,000 bonus to Mr.&nbsp;Marsh in
connection with his efforts related to the strategic process
regarding the potential sale of AmeriPath. Mr.&nbsp;Marsh has
already received this bonus since the payment of it was not
conditioned upon the closing of a deal.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Executive Officers of the Surviving
Corporation.</FONT></I><FONT size="2"> It is currently expected
that, with the exception of Brian Carr, the members of the
current management of AmeriPath will remain as members of
management of the surviving corporation under amended employment
agreements. The executive officers of AmeriPath that are
expected to remain executive officers of the surviving
corporation following completion of the merger, referred to as
the continuing executive officers, are James&nbsp;C.
New&nbsp;&#151;&nbsp;Chief Executive Officer, Dennis&nbsp;M.
Smith, Jr., M.D.&nbsp;&#151; Executive Vice President of Genomic
Strategies and Chief Medical Officer, Gregory&nbsp;A.
Marsh&nbsp;&#151; Vice President and Chief Financial Officer,
Stephen&nbsp;V. Fuller&nbsp;&#151; Senior Vice President of
Human Resources, and James&nbsp;E. Billington&nbsp;&#151; Senior
Vice President of Operations.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Employment Agreements with the Surviving
Corporation.</FONT></I><FONT size="2"> James&nbsp;C. New entered
into an amended and restated employment agreement with AmeriPath
on December&nbsp;8, 2002, which will become effective only upon
the consummation of the merger. Each of the other continuing
executive officers entered into amendments to their current
employment agreements with AmeriPath as of December&nbsp;8,
2002, which will become effective only upon the consummation of
the merger.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The amended and restated employment agreement of
Mr.&nbsp;New provides, among other things, for (1)&nbsp;an
initial term of three years from the effective date of the
merger, with a maximum of two one-year automatic renewal terms,
unless AmeriPath or Mr.&nbsp;New elects not to renew the term,
(2)&nbsp;a base salary of $500,000, subject to annual review,
(3)&nbsp;annual performance-based bonus compensation equal to a
maximum of 100% of his base salary and (4)&nbsp;the grant to
Mr.&nbsp;New of options to purchase, subject to certain vesting
requirements and other conditions, such number of shares of
common stock of Holding as shall equal five percent (5%)
(subject to certain adjustments) of Holding&#146;s common stock
issued and outstanding on a fully diluted basis as of the
effective date of the merger at a purchase price of $1 per share
under Holding&#146;s 2003 Stock Option and Restricted Stock
Purchase Plan. One-half of the options granted to Mr.&nbsp;New
will vest over time based on Mr.&nbsp;New&#146;s continued
employment and certain other enumerated events, and the other
half of the options will vest on the seventh anniversary of the
effective date of the merger (if Mr.&nbsp;New remains employed
through such date), subject to earlier vesting based on the
attainment of performance goals and on the occurrence of certain
other enumerated events. In addition, the amended and restated
employment agreement of Mr.&nbsp;New eliminated an additional
bonus that he would have received if still employed one year
after the merger equal to one times his current salary and bonus.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Mr.&nbsp;Marsh&#146;s employment agreement, as
amended, provides, among other things, for (1)&nbsp;a base
salary of $240,000, subject to annual review, (2)&nbsp;annual
performance-based bonus compensation target of 35% of his base
salary, (3)&nbsp;an increase of the termination without cause
benefits to eighteen months of base salary, bonus and health
benefits, (4)&nbsp;an increase of the non-competition covenant
to eighteen months, and (5)&nbsp;the grant to Mr.&nbsp;Marsh of
options to purchase, subject to certain vesting requirements and
other conditions, such number of shares of common stock of
Holding as shall equal one percent (1%) (subject to certain
adjustments) of Holding&#146;s common stock issued and
outstanding on a fully diluted basis as of the effective date of
the merger at a purchase price of $1&nbsp;per share under
Holding&#146;s 2003 Stock Option and Restricted Stock Purchase
Plan. One-half of the options granted to Mr.&nbsp;Marsh will
vest over time based on Mr.&nbsp;Marsh&#146;s continued
employment and certain other enumerated events, and the other
half of the options will vest on the seventh anniversary of the
effective date of the merger (if Mr.&nbsp;Marsh remains employed
through such date), subject to earlier vesting based on the
attainment of performance goals and on the occurrence of certain
other enumerated events. In addition, the amendment to
Mr.&nbsp;Marsh&#146;s
</FONT>

<P align="center"><FONT size="2">27
</FONT>

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<DIV align="left">
<FONT size="2">employment agreement eliminated an additional
bonus that he would have received if still employed one year
after the merger equal to one times his current salary.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Mr.&nbsp;Billington&#146;s employment agreement,
as amended, provides, among other things, for (1)&nbsp;a base
salary of $240,000, subject to annual review, (2)&nbsp;annual
performance-based bonus compensation target of 30% of his base
salary and (3) the grant to Mr.&nbsp;Billington of options to
purchase, subject to certain vesting requirements and other
conditions, such number of shares of common stock of Holding as
shall equal three-quarters of one percent (0.75%) (subject to
certain adjustments) of Holding&#146;s common stock issued and
outstanding on a fully diluted basis as of the effective date of
the merger at a purchase price of $1 per share under
Holding&#146;s 2003 Stock Option and Restricted Stock Purchase
Plan. One-half of the options granted to Mr.&nbsp;Billington
will vest over time based on Mr.&nbsp;Billington&#146;s
continued employment and certain other enumerated events, and
the other half of the options will vest on the seventh
anniversary of the effective date of the merger (if
Mr.&nbsp;Billington remains employed through such date), subject
to earlier vesting based on the attainment of performance goals
and on the occurrence of certain other enumerated events.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Mr.&nbsp;Fuller&#146;s employment agreement, as
amended, provides, among other things, for (1)&nbsp;a base
salary of $228,000, subject to annual review, (2)&nbsp;annual
performance-based bonus compensation target of 35% of his base
salary and (3) the grant to Mr.&nbsp;Fuller of options to
purchase, subject to certain vesting requirements and other
conditions, such number of shares of common stock of Holdings as
shall equal one-half of one percent (0.50%) (subject to certain
adjustments) of Holding&#146;s common stock issued and
outstanding on a fully diluted basis as of the effective date of
the merger at a purchase price of $1 per share under
Holding&#146;s 2003 Stock Option and Restricted Stock Purchase
Plan. One-half of the options granted to Mr.&nbsp;Fuller will
vest over time based on Mr.&nbsp;Fuller&#146;s continued
employment and certain other enumerated events, and the other
half of the options will vest on the seventh anniversary of the
effective date of the merger (if Mr.&nbsp;Fuller remains
employed through such date), subject to earlier vesting based on
the attainment of performance goals and on the occurrence of
certain other enumerated events. In addition, the amendment to
Mr.&nbsp;Fuller&#146;s employment agreement eliminated an
additional bonus that he would have received if still employed
one year after the merger equal to one times his current salary.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Dr.&nbsp;Smith&#146;s employment agreement, as
amended, provides, among other things, for (1)&nbsp;a base
salary of $350,000, subject to annual review and (2) the grant
to Dr.&nbsp;Smith of options to purchase, subject to certain
vesting requirements and other conditions, such number of shares
of common stock of Holding as shall equal one-quarter of one
percent (0.25%) (subject to certain adjustments) of
Holding&#146;s common stock issued and outstanding on a fully
diluted basis as of the effective date of the merger at a
purchase price of $1 per share under Holding&#146;s 2003 Stock
Option and Restricted Stock Purchase Plan. One-half of the
options granted to Dr.&nbsp;Smith will vest over time based on
Dr.&nbsp;Smith&#146;s continued employment and certain other
enumerated events, and the other half of the options will vest
on the seventh anniversary of the effective date of the merger
(if Dr.&nbsp;Smith remains employed through such date), subject
to earlier vesting based on the attainment of performance goals
and on the occurrence of certain other enumerated events.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Payments Upon a Change in Control of the
Surviving Corporation or Termination of
Employment.</FONT></I><FONT size="2"> Mr.&nbsp;New&#146;s
amended and restated employment agreement provides that if he is
terminated for cause, or if he terminates his employment without
certain enumerated good reasons, the surviving corporation shall
pay to him any accrued and unpaid base salary through the date
of termination, the amount of any bonus declared and earned with
respect to a completed fiscal year ending prior to such
termination, if any, a payment for accrued and unused vacation
days, reimbursement for reasonable business expenses incurred
prior to the date of termination, and amounts or benefits owing
to him under the then applicable employee benefit plans and
programs of the surviving corporation. In addition, if the
surviving corporation terminates Mr.&nbsp;New&#146;s employment
without cause, or if he terminates his employment for certain
enumerated good reasons, before the third year anniversary of
the effective date of the merger, the surviving corporation
shall pay to him any accrued and unpaid base salary through the
date of termination and, as severance pay, an amount equal to
two times his base salary and bonus payment for the prior year.
If Mr.&nbsp;New&#146;s employment is terminated without cause
during one of the two one-year renewal terms provided for under
</FONT>

<P align="center"><FONT size="2">28
</FONT>
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<DIV align="left">
<FONT size="2">his amended and restated employment agreement,
the surviving corporation shall pay to him any accrued and
unpaid base salary through the date of termination and, as
severance pay, an amount equal to one times his base salary and
bonus payment for the prior year. In the event of (1)&nbsp;a
change in control during the employment term or (2)&nbsp;in the
event that Mr.&nbsp;New is terminated by AmeriPath without cause
or terminates his employment for certain enumerated good reasons
prior to the date of a change of control, and it is reasonably
demonstrated that such termination or good reason (a)&nbsp;was
at the request of a third party who has taken steps reasonably
calculated to effect such change of control or
(b)&nbsp;otherwise arose in connection with or in anticipation
of such change of control, then the surviving corporation shall
pay to Mr.&nbsp;New a lump sum bonus equal to two times the sum
of his annual base salary and bonus payment for the prior fiscal
year. Additionally, in the event of (1)&nbsp;a change in control
during the employment term or (2)&nbsp;in the event that
Mr.&nbsp;New is terminated by AmeriPath without cause or
terminates his employment for certain enumerated good reasons
prior to the date of a change of control, and it is reasonably
demonstrated that such termination or good reason (a)&nbsp;was
at the request of a third party who has taken steps reasonably
calculated to effect such change of control or
(b)&nbsp;otherwise arose in connection with or in anticipation
of such change of control, then all Mr.&nbsp;New&#146;s
outstanding unvested time-based options will immediately vest
and become exercisable and Mr.&nbsp;New will be eligible to have
his unvested performance based options vest to the extent
certain targets are met. Mr.&nbsp;New&#146;s amended and
restated employment agreement provides that the surviving
corporation will pay Mr. New additional amounts in the event
that any payments and benefits under such agreement or any other
agreement or plan of the surviving corporation under which
Mr.&nbsp;New is entitled to receive payments or benefits,
referred to as the total payments, would be subject to
&#147;golden parachute&#148; excise taxes imposed by
Section&nbsp;4999 of the Internal Revenue Code of 1986, as
amended. The additional amount to be paid to Mr.&nbsp;New would
be such that after payment by Mr.&nbsp;New of all taxes and
excise tax imposed upon the amount of such total payments,
Mr.&nbsp;New would retain the total payments as if such excise
tax did not apply.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Mr.&nbsp;Carr&#146;s employment agreement
provides that if he is terminated for any reason or he
terminates the employment agreement after the consummation of
the merger, he will be entitled to receive any unpaid base
salary through his effective date of termination and any accrued
but unpaid incentive compensation, if any, for any bonus period
ending on or before the date of his termination.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Dr.&nbsp;Smith&#146;s amended employment
agreement provides that if, prior to the one-year anniversary of
the consummation of the merger, he is terminated without cause
or the surviving corporation requires him to be based at any
office or location more than twenty-five miles from where he is
then based and he elects to terminate his employment as a
result, the surviving corporation shall pay to him any unpaid
base salary and bonus through the effective date of the
termination, and a lump sum payment equal to one times his
annual base salary.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Mr.&nbsp;Marsh&#146;s amended employment
agreement provides that in the event of a change in control
during his employment with the surviving corporation, the
surviving corporation shall pay to him a lump sum bonus equal to
one and one half times his annual base salary. Additionally, if,
prior to the one-year anniversary of the completion of the
merger, Mr.&nbsp;Marsh is terminated without cause, the
surviving corporation requires him to be based at any office or
location more than twenty-five miles of where he is based and he
elects to terminate his employment as a result, or his position,
authority, duties and responsibilities are not at least
commensurate in all material respects with those held preceding
the merger, and he elects to terminate his employment as a
result, then (1)&nbsp;the surviving corporation shall pay him
any accrued and unpaid base salary and bonus through the
effective date of the termination, his bonus for the year of
termination, if any, a lump sum payment equal to one and one
half times his annual base salary, and any other compensation
and benefits due him pursuant to the termination without cause
section of the employment agreement and (2)&nbsp;all of
Mr.&nbsp;Marsh&#146;s outstanding unvested time-based options
will immediately vest and become exercisable. In addition, if
prior to the date of a change of control Mr.&nbsp;Marsh is
terminated by AmeriPath without cause or he terminates his
employment for any of the reasons described in the preceding
sentence, and it is reasonably demonstrated that such
termination or reason (a)&nbsp;was at the request of a third
party who has taken steps reasonably calculated to effect such
change of control or (b)&nbsp;otherwise arose in connection with
or in anticipation of such change of control,
</FONT>

<P align="center"><FONT size="2">29
</FONT>

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<DIV align="left">
<FONT size="2">then Mr.&nbsp;Marsh will receive (x)&nbsp;a lump
sum bonus equal to one and one half times his annual Base
Salary, (y)&nbsp;all of Mr.&nbsp;Marsh&#146;s outstanding
unvested time-based options will immediately vest and become
exercisable and (z)&nbsp;Mr.&nbsp;Marsh will be eligible to have
his unvested performance-based options vest to the extent
certain targets are met.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Mr.&nbsp;Fuller&#146;s amended employment
agreement provides that in the event of a change in control
during his employment with the surviving corporation, the
surviving corporation shall pay to him a lump sum bonus equal to
one times his annual base salary. Additionally, if, prior to the
one-year anniversary of the completion of the merger,
Mr.&nbsp;Fuller is terminated without cause, the surviving
corporation requires him to be based at any office or location
more than twenty-five (25)&nbsp;miles of where he is based and
he elects to terminate his employment as a result, or his
position, authority, duties and responsibilities are not at
least commensurate in all material respects with those held
preceding the merger and he elects to terminate his employment
as a result, then (1)&nbsp;the surviving corporation shall pay
him any accrued and unpaid base salary and bonus through the
effective date of the termination, his bonus for the year of
termination, if any, a lump sum payment equal to one times his
annual base salary, and any other compensation and benefits due
him pursuant to the termination without cause section of the
amended employment agreement and (2)&nbsp;all of
Mr.&nbsp;Fuller&#146;s outstanding unvested time-based options
will immediately vest and become exercisable. In addition, if
prior to the date of a change of control Mr.&nbsp;Fuller is
terminated by AmeriPath without cause or he terminates his
employment for any reasons described in the preceding sentence,
and it is reasonably demonstrated that such termination or
reason (a)&nbsp;was at the request of a third party who has
taken steps reasonably calculated to effect such change of
control or (b)&nbsp;otherwise arose in connection with or in
anticipation of such change of control, then Mr.&nbsp;Fuller
will receive (x)&nbsp;a lump sum bonus equal to one times his
annual Base Salary, (y)&nbsp;all of Mr.&nbsp;Fuller&#146;s
outstanding unvested time-based options will immediately vest
and become exercisable and (z)&nbsp;Mr.&nbsp;Fuller will be
eligible to have his unvested performance-based options vest to
the extent certain targets are met.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Mr.&nbsp;Billington&#146;s amended employment
agreement provides that in the event of a change in control
during his employment with the surviving corporation, the
surviving corporation shall pay him a lump sum bonus equal to
one times his annual base salary. Additionally, if, prior to the
one-year anniversary of the consummation of the merger,
Mr.&nbsp;Billington is terminated without cause or his position,
authority, duties and responsibilities are not at least
commensurate in all material respects with those held preceding
the change in control and he elects to terminate his employment
as a result, then (1)&nbsp;the surviving corporation shall pay
to him any unpaid base salary through the effective date of the
termination, any incentive compensation not yet paid for any
prior year, his bonus for the year of termination, if any, and a
lump sum payment equal to one times his annual base salary, and
(2)&nbsp;all of Mr.&nbsp;Billington&#146;s outstanding unvested
time-based options will immediately vest and become exercisable.
In addition, if prior to the date of a change of control
Mr.&nbsp;Billington is terminated by AmeriPath without cause or
he terminates his employment for any of the reasons described in
the preceding sentence, and it is reasonably demonstrated that
such termination or reason (a)&nbsp;was at the request of a
third party who has taken steps reasonably calculated to effect
such change of control or (b)&nbsp;otherwise arose in connection
with or in anticipation of such change of control, then
Mr.&nbsp;Billington will receive (x)&nbsp;a lump sum bonus equal
to one times his annual Base Salary, (y)&nbsp;all of
Mr.&nbsp;Billington&#146;s outstanding unvested time-based
options will immediately vest and become exercisable and
(z)&nbsp;Mr.&nbsp;Billington will be eligible to have his
unvested performance-based options vest to the extent certain
targets are met.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Options for Shares of AmeriPath Common
Stock.</FONT></I><FONT size="2"> In connection with the merger,
all outstanding options (including those held by
AmeriPath&#146;s directors and executive officers) will become
immediately exercisable and canceled in exchange for
(1)&nbsp;the excess, if any, of $21.25 over the per share
exercise price of the option, multiplied by (2)&nbsp;the number
of shares of common stock subject to the option exercisable as
of the effective time of the merger. The merger agreement
provides for the accelerated vesting of all options at the
effective time of the merger in order for the full amount of
such options to be so canceled in exchange for cash. Pursuant to
this provision, AmeriPath&#146;s directors and executive
officers will receive the following amounts for their options
with per share exercise prices below $21.25:
Mr.&nbsp;New&nbsp;&#151;
</FONT>

<P align="center"><FONT size="2">30
</FONT>

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<DIV align="left">
<FONT size="2">$1,800,190; Dr.&nbsp;Smith&nbsp;&#151; $833,575;
Mr.&nbsp;Carr&nbsp;&#151; $0; Mr.&nbsp;Marsh&nbsp;&#151;
$290,200; Mr.&nbsp;Fuller&nbsp;&#151; $290,640;
Mr.&nbsp;Billington&nbsp;&#151; $0; Mr.&nbsp;Gibson&nbsp;&#151;
$0; Dr.&nbsp;Renschler&nbsp;&#151; $192,500;
Mr.&nbsp;Cochrane&nbsp;&#151; $33,769; and
Mr.&nbsp;Kelly&nbsp;&#151; $0. See also &#147;Security Ownership
of Certain Beneficial Owners and Management&#148; on
page&nbsp;51.
</FONT>
</DIV>

<!-- link2 "Merger Financing" -->

<P align="left">
<B><FONT size="2">Merger Financing</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The total amount of funds necessary to complete
the merger and the related transactions is anticipated to be
approximately $772&nbsp;million, consisting of
(1)&nbsp;approximately $629&nbsp;million to pay AmeriPath&#146;s
stockholders (other than Holding, Acquisition Corp. and their
affiliates, including Welsh Carson), option holders and warrant
holders the amounts due to them under the merger agreement,
assuming that no AmeriPath stockholder validly exercises and
perfects its appraisal rights, (2)&nbsp;approximately
$107&nbsp;million to refinance existing indebtedness of
AmeriPath that will become due as a result of the merger and
(3)&nbsp;approximately $36&nbsp;million to pay related fees and
expenses.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">These funds are anticipated to come from the
following sources:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">a common equity investment by Welsh, Carson and
    certain related co-investors of $256.4&nbsp;million in Holding
    to be contributed to the surviving corporation as common equity;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">borrowings by the surviving corporation under a
    $375 million senior secured credit facility to be provided by a
    syndicate of lenders arranged by Credit Suisse First Boston,
    referred to as CSFB in this proxy statement, and Deutsche Bank
    Securities Inc., referred to as DB Securities in this proxy
    statement; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the issuance by Acquisition Corp. of $215 million
    of senior subordinated notes in a public offering or
    Rule&nbsp;144A or other private offering or, alternatively, if
    such offering of senior subordinated notes cannot be completed
    by the closing date of the merger, borrowings by the surviving
    corporation of senior subordinated increasing rate bridge loans
    under a $215&nbsp;million bridge loan facility provided by CSFB
    and Deutsche Bank AG Cayman Islands Branch, referred to as
    Deutsche Bank.
    </FONT></TD>
</TR>

</TABLE>

<!-- link2 "Holding Equity and Senior Subordinated Note Commitments" -->

<P align="left">
<B><FONT size="2">Holding Equity and Senior Subordinated Note
Commitments</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Holding has received a commitment letter from
Welsh Carson, pursuant to which Welsh Carson has committed,
subject to the terms and conditions set forth in the commitment
letter, to provide to Holding $256.4 million in common equity
financing. This commitment is subject to the conditions to
closing of the merger as set forth in the merger agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition, WCAS Capital Partners III, L.P., an
investment fund affiliated with Welsh Carson, has agreed to
purchase from Holding senior subordinated notes and common stock
of Holding for an estimated $65&nbsp;million. It is anticipated
that all of the proceeds of the WCAS Capital Partners III, L.P.
financing will be placed into a reserve account and used to fund
future payments under contingent notes that were issued by
AmeriPath in past acquisitions. The $65&nbsp;million investment
by WCAS Capital Partners III, L.P. will increase or decrease if
needed to match the aggregate projected amount of such
contingent note obligations on the closing date of the merger.
This commitment is also subject to the conditions to closing of
the merger as set forth in the merger agreement.
</FONT>

<!-- link2 "Senior Secured Credit Facilities" -->

<P align="left">
<B><FONT size="2">Senior Secured Credit Facilities</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Holding has received a commitment letter from
CSFB, Deutsche Bank and DB Securities to provide the surviving
corporation with up to $375&nbsp;million in senior secured
credit facilities to fund a portion of the merger consideration,
to refinance existing indebtedness of AmeriPath that will come
due as a result of the merger, to pay related expenses and to
provide for the ongoing working capital needs of the surviving
corporation. It is expected that the senior secured credit
facilities will be in the form of a $300&nbsp;million term loan
facility and a $75 million revolving credit facility that will
be syndicated to a group of lenders arranged by CSFB and DB
Securities.
</FONT>

<P align="center"><FONT size="2">31
</FONT>
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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As a result of the merger, Acquisition Corp. will
be merged with and into AmeriPath and, thereafter, AmeriPath as
the surviving corporation will be the borrower under the senior
secured credit facilities.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The commitment of each of CSFB, Deutsche Bank and
DB Securities to provide Acquisition Corp. the senior secured
credit facilities and/or to arrange the syndicate, as
applicable, is subject to certain conditions set forth in the
commitment letter, including but not limited to the following:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">such party not having discovered or otherwise
    become aware of any information not previously disclosed to it
    that it believes to be inconsistent in a material and adverse
    manner with its understanding, based on the information provided
    to it prior to December&nbsp;6, 2002, of the business, assets,
    operations, condition (financial or otherwise) or prospects of
    AmeriPath and its subsidiaries;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the absence of an event, change or condition that
    has had, or could reasonably be expected to have, a material
    adverse effect on the business, assets, operations, condition
    (financial or otherwise) or prospects of AmeriPath and its
    subsidiaries, taken as a whole, since September&nbsp;30, 2002;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the absence of a disruption or adverse change in
    the financial or capital markets, or in the market for new
    issuances of leveraged loans or high yield securities, in each
    case which would in such party&#146;s reasonable judgment be
    expected to materially impair the syndication of the senior
    secured credit facilities, or the public offering or Rule 144A
    or other private offering of $215&nbsp;million of senior
    subordinated notes of Acquisition Corp.;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">such party&#146;s satisfaction that, prior to and
    during any syndication of the senior secured credit facilities,
    there shall be no competing issues of debt securities or
    commercial bank or other credit facilities of Holding, AmeriPath
    or any of their respective subsidiaries being offered, placed or
    arranged (other than as part of the contemplated merger
    financings);
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the funding of the Holding equity and senior
    subordinated note commitments;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the delivery of audited financial statements, and
    the delivery of pro forma financial statements that demonstrate
    AmeriPath&#146;s ratio of total indebtedness to EBITDA for 2002
    is less than 4.60 to 1.00 on a pro forma basis giving effect to
    the merger and the related transactions;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the obtaining of all requisite approvals and
    consents from governmental authorities and third parties; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">preparation and execution of definitive loan
    agreements.
    </FONT></TD>
</TR>

</TABLE>

<!-- link2 "Senior Subordinated Notes" -->

<P align="left">
<B><FONT size="2">Senior Subordinated Notes</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">CSFB and DB Securities have been engaged to
provide capital markets and other financial advisory services to
Holding in connection with a public offering or Rule&nbsp;144A
or other private offering of senior subordinated notes of
Acquisition Corp. It its anticipated that the offering of the
senior subordinated notes will be consummated on the date that
the merger agreement is consummated.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As a result of the merger, Acquisition Corp. will
be merged with and into AmeriPath and, thereafter, AmeriPath as
the surviving corporation will be the issuer of the senior
subordinated notes.
</FONT>

<!-- link2 "Senior Subordinated Increasing Rate Bridge Loans" -->

<P align="left">
<B><FONT size="2">Senior Subordinated Increasing Rate Bridge
Loans</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The CSFB, Deutsche Bank and DB Securities
commitment letter also includes a commitment by CSFB and
Deutsche Bank to provide $215&nbsp;million of bridge financing
in the form of senior subordinated increasing rate bridge loans
under a bridge loan facility if a public offering or
Rule&nbsp;144A or other private placement of senior subordinated
notes cannot be completed prior to the completion of the merger.
The commitment to provide Acquisition Corp. the bridge loan
facility is subject to substantially the same conditions as the
commitment for the senior secured credit facilities.
</FONT>

<P align="center"><FONT size="2">32
</FONT>

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As a result of the merger, Acquisition Corp. will
be merged with and into AmeriPath and, thereafter, AmeriPath as
the surviving corporation will be the borrower under the bridge
loan facility.
</FONT>

<!-- link2 "Federal Regulatory Matters" -->

<P align="left">
<B><FONT size="2">Federal Regulatory Matters</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Hart-Scott-Rodino Antitrust Improvement Act
of 1976, as amended, referred to as the HSR Act in the proxy
statement, and the rules and regulations promulgated thereunder
require that each of AmeriPath and Welsh Carson, as the ultimate
parent entity of Holding and Acquisition Corp., file
notification and report forms with respect to the merger and
related transactions with the Antitrust Division of the
Department of Justice and the Federal Trade Commission. The
parties thereafter are required to observe a waiting period
before completing the merger.
On &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
AmeriPath and Welsh Carson made all necessary filings under the
HSR Act with the Department of Justice and the Federal Trade
Commission. AmeriPath and Welsh Carson expect to request early
termination of the waiting period. However, the Department of
Justice, the Federal Trade Commission, state antitrust
authorities or a private person or entity could seek to enjoin
the merger under federal or state antitrust laws at any time
before completion of the merger or to compel rescission or
divestiture at any time subsequent to the merger.
</FONT>

<!-- link2 "Material U.S. Federal Income Tax Consequences" -->

<P align="left">
<B><FONT size="2">Material U.S. Federal Income Tax
Consequences</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following discussion summarizes the material
U.S. federal income tax consequences of the merger that are
generally applicable to stockholders of AmeriPath. This
discussion is based on currently existing provisions of the
Internal Revenue Code of 1986, as amended, referred to as the
Code, existing and proposed Treasury Regulations promulgated
under the Code, and current administrative rulings and court
decisions, all of which are subject to change. Any change, which
may or may not be retroactive, could alter the tax consequences
to the AmeriPath stockholders.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following discussion does not address tax
issues relevant to certain classes of taxpayers, such as banks,
insurance companies, tax-exempt investors, S corporations,
entities classified as partnerships for federal income tax
purposes or taxpayers who hold AmeriPath shares as dealers. It
does not address issues raised for taxpayers who hold AmeriPath
shares as part of a &#147;straddle,&#148; a &#147;hedge&#148; or
a &#147;conversion transaction&#148; as those terms are defined
under the Code. It does not address tax consequences to warrant
holders, stockholders who acquired their shares through the
exercise of employee or director stock options or other
compensation arrangements, stockholders whose stock is
&#147;qualified small business stock&#148; within the meaning of
Section&nbsp;1202 of the Code, or stockholders subject to the
alternative minimum tax. Nor does it deal with tax issues
relevant to stockholders who are neither citizens nor residents
of the United States. <B>All such stockholders should consult
their own tax advisors concerning the federal income tax
consequences of the merger in their particular situations.</B>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Stockholders of AmeriPath who receive cash for
their shares should generally recognize gain or loss for federal
income tax purposes equal to the difference between their basis
for their shares and the amount of cash received. If a
stockholder holds AmeriPath shares as a capital asset, the gain
or loss should generally be a capital gain or loss. If the
stockholder has held the shares for one year or less, the gain
or loss should generally be a short term gain or loss. If the
stockholder has held the shares for more than one year, the gain
or loss should generally be a long term gain or loss. Long term
capital gains realized by individual taxpayers are generally
taxable at a maximum rate of twenty percent. The deductibility
of capital losses is subject to limitations.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size="2">Tax matters are very complex and the tax
consequences of the merger to you will depend on the facts of
your own situation. You should consult your tax advisor for a
full understanding of the tax consequences of the merger to you,
including federal, state, local and foreign tax
consequences.</FONT></B>

<!-- link2 "Appraisal Rights" -->

<P align="left">
<B><FONT size="2">Appraisal Rights</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">To perfect its appraisal rights under
Section&nbsp;262 of the Delaware General Corporation Law,
referred to as the DGCL, an AmeriPath stockholder: (1) must
deliver to AmeriPath, before the special meeting, a
</FONT>

<P align="center"><FONT size="2">33
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="left">
<FONT size="2">demand for appraisal; and (2)&nbsp;must not vote
in favor of the merger agreement or the merger. A
stockholder&#146;s vote against the merger agreement or the
merger: (1)&nbsp;does not constitute a demand for appraisal and
(2)&nbsp;does not constitute a waiver of its appraisal rights.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under Section&nbsp;262 of the DGCL, any holder of
AmeriPath common stock who does not wish to accept the per share
merger consideration in cash for such holder&#146;s shares may
exercise appraisal rights under the DGCL and elect to have the
fair value of the holder&#146;s shares on the date of the merger
(exclusive of any element of value arising from the
accomplishment or expectation of the merger) judicially
determined and paid to the holder in cash, together with a fair
rate of interest, if any, provided that the holder complies with
the provisions of Section&nbsp;262 of the DGCL.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following discussion is not a complete
statement of the law pertaining to appraisal rights under the
DGCL, and is qualified in its entirety by reference to the full
text of Section&nbsp;262, which is provided in its entirety as
Appendix&nbsp;D to this proxy statement. All references in
Section&nbsp;262 and in this summary to a
&#147;stockholder&#148; are to the record holder of the shares
of AmeriPath common stock as to which appraisal rights are
asserted. <B>A person having a beneficial interest in shares of
AmeriPath common stock held of record in the name of another
person, such as a broker or nominee, must act promptly to cause
the record holder to follow the steps summarized below properly
and in a timely manner to perfect appraisal rights.</B>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under Section&nbsp;262, where a proposed merger
is to be submitted for approval and adoption at a meeting of
stockholders, as in the case of the special meeting, the
corporation, not less than 20&nbsp;days before the meeting, must
notify each of its stockholders entitled to appraisal rights
that appraisal rights are available and include in that notice a
copy of Section&nbsp;262. This proxy statement constitutes
notice to the holders of AmeriPath common stock of appraisal
rights, and the applicable statutory provisions of the DGCL are
attached to this proxy statement as Appendix&nbsp;D. Any
stockholder who wishes to exercise appraisal rights or who
wishes to preserve that right should review carefully the
following discussion and Appendix&nbsp;D to this proxy
statement. Moreover, because of the complexity of the procedures
for exercising the right to seek appraisal of the common stock,
AmeriPath believes that stockholders who consider exercising
such appraisal rights should seek the advice of counsel, which
counsel or other appraisal services will not be paid for by
AmeriPath. <B>Failure to comply with the procedures specified in
Section 262 in a timely and proper manner will result in the
loss of appraisal rights.</B>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Filing Written
Objection.</FONT></I><FONT size="2"> Any holder of AmeriPath
common stock wishing to exercise the right to demand appraisal
under Section&nbsp;262 of the DGCL must satisfy each of the
following conditions:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">as more fully described below, the holder must
    deliver to AmeriPath a written demand for appraisal of the
    holder&#146;s shares before the vote on the merger agreement and
    the merger at the special meeting, which demand must reasonably
    inform AmeriPath of the identity of the holder and that the
    holder intends to demand the appraisal of the holder&#146;s
    shares;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the holder must not vote the holder&#146;s shares
    of common stock in favor of the merger agreement and the merger
    at the special meeting nor consent thereto in writing pursuant
    to Section&nbsp;228 of the DGCL; and, as a result, a stockholder
    who submits a proxy and wishes to exercise appraisal rights must
    vote against the merger agreement and the merger or abstain from
    voting on the merger agreement and the merger, because a proxy
    which does not contain voting instructions will, unless revoked,
    be voted in favor of the merger agreement and the merger; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the holder must continuously hold the shares from
    the date of making the demand through the effective time of the
    merger; a stockholder who is the record holder of shares of
    AmeriPath common stock on the date the written demand for
    appraisal is made, but who thereafter transfers those shares
    before the effective time of the merger, will lose any right to
    appraisal in respect of those shares.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The written demand for appraisal must be in
addition to and separate from any proxy or vote. Neither voting
(in person or by proxy) against, abstaining from voting or
failing to vote on the proposed merger
</FONT>

<P align="center"><FONT size="2">34
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="left">
<FONT size="2">agreement and the merger will constitute a
written demand for appraisal within the meaning of
Section&nbsp;262.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Only a holder of record of shares of AmeriPath
common stock issued and outstanding immediately before the
effective time of the merger is entitled to assert appraisal
rights for the shares registered in that holder&#146;s name. A
demand for appraisal should be executed by or on behalf of the
stockholder of record, fully and correctly, as the
stockholder&#146;s name appears on the applicable stock
certificates, should specify the stockholder&#146;s name and
mailing address, the number of shares of AmeriPath common stock
owned and that the stockholder intends to demand appraisal of
the stockholder&#146;s shares. If the shares are owned of record
in a fiduciary capacity, such as by a trustee, guardian or
custodian, execution of the demand should be made in that
capacity. If the shares are owned of record by more than one
person, as in a joint tenancy or tenancy in common, the demand
should be executed by or on behalf of all owners. An authorized
agent, including one or more joint owners, may execute a demand
for appraisal on behalf of a stockholder; however, the agent
must identify the record owner or owners and expressly disclose
the fact that, in executing the demand, the agent is acting as
agent for such owner or owners. A record holder such as a broker
who holds shares as nominee for several beneficial owners may
exercise appraisal rights with respect to the shares held for
one or more other beneficial owners while not exercising
appraisal rights with respect to the shares held for one or more
beneficial owners; in such case, the written demand should set
forth the number of shares as to which appraisal is sought, and
where no number of shares is expressly mentioned, the demand
will be presumed to cover all shares held in the name of the
record owner. <B>Stockholders who hold their shares in brokerage
accounts or other nominee forms and who wish to exercise
appraisal rights are urged to consult with their brokers to
determine appropriate procedures for the making of a demand for
appraisal by the nominee.</B>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Any stockholder who has duly demanded an
appraisal in compliance with Section&nbsp;262 will not, after
the effective time of the merger, be entitled to vote the shares
subject to that demand for any purpose or be entitled to the
payment of dividends or other distributions on those shares
(except dividends or other distributions payable to holders of
record of shares as of a record date before the effective time
of the merger).
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Any stockholder may withdraw its demand for
appraisal and accept the per share merger consideration by
delivering to AmeriPath a written withdrawal of the
stockholder&#146;s demand for appraisal. However, any such
attempt to withdraw made more than 60&nbsp;days after the
effective time of the merger will require written approval of
the surviving corporation. No appraisal proceeding in the
Delaware Court of Chancery will be dismissed as to any
stockholder without the approval of the Court, and such approval
may be conditioned upon such terms as the Court deems just. If
the surviving corporation does not approve a stockholder&#146;s
request to withdraw a demand for appraisal when that approval is
required, or if the Delaware Court of Chancery does not approve
the dismissal of an appraisal proceeding, the stockholder will
be entitled to receive only the appraised value determined in
any such appraisal proceeding, which value could be more than,
the same as or less than the merger consideration of $21.25 per
share.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A stockholder who elects to exercise appraisal
rights under Section&nbsp;262 should mail or deliver a written
demand to AmeriPath, Inc., 7289 Garden Road, Suite&nbsp;200,
Riviera Beach, Florida 33404, Attn: Secretary.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Notice by AmeriPath.</FONT></I><FONT size="2">
Within 10&nbsp;days after the effective time of the merger, the
surviving corporation must send notice of the effectiveness of
the merger to each former stockholder of AmeriPath who
(1)&nbsp;has made a written demand for appraisal in accordance
with Section&nbsp;262, and (2)&nbsp;has not voted to approve and
adopt, nor consented to, the merger agreement and the merger.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Within 120&nbsp;days after the effective time of
the merger, any former stockholder of AmeriPath who has complied
with the provisions of Section&nbsp;262 to that point in time
will be entitled to receive from the surviving corporation, upon
written request, a statement setting forth the aggregate number
of shares not voted in favor of the merger agreement and the
merger and with respect to which demands for appraisal have been
received and the aggregate number of holders of such shares. The
surviving corporation must
</FONT>

<P align="center"><FONT size="2">35
</FONT>

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<DIV align="left">
<FONT size="2">mail that statement to the stockholder within
10&nbsp;days of receipt of the request or within 10&nbsp;days
after expiration of the period for delivery of demands for
appraisals under Section&nbsp;262, whichever is later.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Filing a Petition for
Appraisal.</FONT></I><FONT size="2"> Within 120&nbsp;days after
the effective time of the merger, either the surviving
corporation or any stockholder who has complied with the
requirements of Section&nbsp;262 may file a petition in the
Delaware Court of Chancery demanding a determination of the fair
value of the shares of common stock held by all such
stockholders. AmeriPath is under no obligation, and has no
present intent, to file a petition for appraisal, and
stockholders seeking to exercise appraisal rights should not
assume that the surviving corporation will file such a petition
or that it will initiate any negotiations with respect to the
fair value of the shares. Accordingly, stockholders who desire
to have their shares appraised should initiate any petitions
necessary for the perfection of their appraisal rights within
the time and the manner prescribed in Section&nbsp;262. Inasmuch
as AmeriPath has no obligation to file such a petition, the
failure of a stockholder to do so within the time specified
could nullify the stockholder&#146;s previous written demand for
appraisal.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A stockholder timely filing a petition for
appraisal with the Delaware Court of Chancery must deliver a
copy to the surviving corporation, which will then be obligated
within 20&nbsp;days to provide the Register in Chancery with a
duly verified list containing the names and addresses of all
stockholders who have demanded payment for their shares and with
whom agreements as to the value of their shares have not been
reached by the surviving corporation. After notice to those
stockholders, the Delaware Court of Chancery may conduct a
hearing on the petition to determine which stockholders have
become entitled to appraisal rights. The Delaware Court of
Chancery may require stockholders who have demanded an appraisal
of their shares and who hold stock represented by certificates
to submit their certificates to the Register in Chancery for
notation thereon of the pendency of the appraisal proceedings.
If any stockholder fails to comply with the requirement, the
Delaware Court of Chancery may dismiss the proceedings as to
that stockholder.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Determination of Fair
Value.</FONT></I><FONT size="2"> After determining the
stockholders entitled to an appraisal, the Delaware Court of
Chancery will appraise the shares, determining their fair value
exclusive of any element of value arising from the
accomplishment or expectation of the merger, together with a
fair rate of interest, if any, to be paid upon the amount
determined to be the fair value.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size="2">Stockholders considering seeking appraisal
should be aware that the fair value of their shares as
determined under Section 262 could be more than, the same as or
less than the $21.25 per share they would receive under the
merger agreement if they did not seek appraisal of their shares.
Stockholders should also be aware that the opinion of Salomon
Smith Barney is not an opinion as to fair value under Section
262.</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The costs of the action may be determined by the
Delaware Court of Chancery and taxed upon the parties as the
Delaware Court of Chancery deems equitable. Upon application of
a dissenting stockholder, the Delaware Court of Chancery may
also order that all or a portion of the expenses incurred by any
stockholder in connection with the appraisal proceeding,
including, without limitation, reasonable attorneys&#146; fees
and the fees and expenses of experts, be charged pro rata
against the value of all of the shares entitled to appraisal.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Provisions by
AmeriPath.</FONT></I><FONT size="2"> AmeriPath will not make any
provisions to grant stockholders seeking appraisal rights access
to AmeriPath&#146;s corporate files. Further, any counsel or
appraisal services obtained by any stockholder seeking appraisal
rights will be at the expense of such stockholder and not at the
expense of AmeriPath.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size="2">Any stockholder wishing to exercise appraisal
rights is urged to consult legal counsel before attempting to
exercise appraisal rights. Failure to comply strictly with all
of the procedures set forth in Section&nbsp;262 of the DGCL may
result in the loss of a stockholder&#146;s statutory appraisal
rights.</FONT></B>

<P align="center"><FONT size="2">36
</FONT>

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<P align="center">
<B><FONT size="2">THE MERGER AGREEMENT</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following is a summary of the material
provisions of the merger agreement and is qualified in its
entirety by the merger agreement. The full text of the merger
agreement is included in this proxy statement as Appendix&nbsp;A
and is incorporated herein by reference. Stockholders are urged
to read the entire merger agreement.
</FONT>

<!-- link2 "The Merger" -->

<P align="left">
<B><FONT size="2">The Merger</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The merger agreement provides that, at the
effective time of the merger, Acquisition Corp., will merge with
and into AmeriPath. Upon completion of the merger, Acquisition
Corp. will cease to exist and AmeriPath will continue as the
surviving corporation.
</FONT>

<!-- link2 "Effective Time of the Merger" -->

<P align="left">
<B><FONT size="2">Effective Time of the Merger</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The merger will become effective upon the filing
of a certificate of merger with the Secretary of State of the
State of Delaware or at such later time as is specified in the
certificate of merger, which time is referred to as the
effective time. AmeriPath and Acquisition Corp. have agreed to
file the certificate of merger as soon as practicable, but in
any event within two business days after the satisfaction or
waiver of the conditions to closing of the merger set forth in
the merger agreement.
</FONT>

<!-- link2 "Certificate of Incorporation, By-laws and Directors and Officers of AmeriPath and the Surviving Corporation" -->

<P align="left">
<B><FONT size="2">Certificate of Incorporation, By-laws and
Directors and Officers of AmeriPath and the Surviving
Corporation</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">When the merger is completed:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the certificate of incorporation of Acquisition
    Corp. as in effect immediately prior to the effective time of
    the merger will become the certificate of incorporation of the
    surviving corporation except that the indemnification rights of
    the officers and directors of AmeriPath shall continue as set
    forth in AmeriPath&#146;s certificate of incorporation;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the by-laws of Acquisition Corp. in effect
    immediately prior to the effective time of the merger will
    become the by-laws of the surviving corporation;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the directors of Acquisition Corp. immediately
    prior to the effective time will be the initial directors of the
    surviving corporation; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the officers of AmeriPath immediately prior to
    the effective time of the merger will remain the officers of the
    surviving corporation.
    </FONT></TD>
</TR>

</TABLE>

<!-- link2 "Conversion of Common Stock" -->

<P align="left">
<B><FONT size="2">Conversion of Common Stock</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">At the effective time of the merger, each share
of AmeriPath common stock outstanding immediately before the
effective time of the merger will be converted automatically
into the right to receive $21.25 in cash, without interest,
subject to adjustment for any stock split, stock dividend or
combination of stock that may occur from the date of the merger
agreement until the effective time of the merger, such amount
being referred to in this proxy statement as the merger
consideration, except for:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">shares owned by Holding or Acquisition Corp. or
    any affiliate of Holding or Acquisition Corp., including Welsh
    Carson, or treasury shares of AmeriPath common stock, all of
    which will be canceled without any payment; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">shares of AmeriPath common stock held by
    stockholders who validly exercise and perfect appraisal rights,
    which will be subject to appraisal in accordance with Delaware
    law.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">At the effective time of the merger, each share
of capital stock of Acquisition Corp. outstanding immediately
before the effective time of the merger will be converted into
and exchanged for one fully paid and non-assessable share of
common stock of the surviving corporation.
</FONT>

<P align="center"><FONT size="2">37
</FONT>
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<P align="left">
<B><FONT size="2">Treatment of Options and Warrants</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">At the effective time of the merger, each
outstanding option granted under the AmeriPath option plans will
become fully vested and exercisable and will be canceled in
exchange for an amount in cash, if any, determined by
multiplying (1)&nbsp;the excess, if any, of $21.25 over the per
share exercise price of the option, and (2)&nbsp;the number of
shares of common stock subject to the option, net of any
applicable withholding taxes.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">AmeriPath has agreed to use its reasonable best
efforts to take such actions as may be necessary such that at
the effective time of the merger, each outstanding warrant will
be canceled in exchange for an amount in cash, if any,
determined by multiplying (1)&nbsp;the excess, if any, of $21.25
over the per share exercise price of the warrant, and
(2)&nbsp;the number of shares of common stock subject to the
warrant, net of any applicable withholding taxes.
</FONT>

<!-- link2 "Payment for Shares" -->

<P align="left">
<B><FONT size="2">Payment for Shares</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Prior to the effective time of the merger,
Holding will select a bank or trust company, reasonably
acceptable to AmeriPath, to act as paying agent for the payment
of the consideration upon surrender of certificates representing
the common stock. At the effective time, the surviving
corporation will provide the paying agent the aggregate merger
consideration necessary to pay for the shares of common stock
converted into the right to receive cash.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Promptly after the effective time of the merger,
the surviving corporation will cause the paying agent to mail to
each record holder of AmeriPath common stock immediately prior
to the effective time of the merger whose shares were converted
into the right to receive the merger consideration a letter of
transmittal and instructions to effect the surrender of their
share certificate(s) in exchange for payment of the merger
consideration. The holder will be entitled to receive the merger
consideration less any applicable withholding taxes only upon
surrender to the paying agent of a share certificate, together
with the letter of transmittal and other required documentation,
duly completed in accordance with the instructions. If payment
of the merger consideration is to be made to a person whose name
is other than that of the person in whose name the share
certificate is registered, it will be a condition of payment
that (1)&nbsp;the share certificate so surrendered be properly
endorsed or otherwise in proper form for transfer, and
(2)&nbsp;the person requesting the payment pay any transfer or
other taxes that may be required or establish to the
satisfaction of Holding and Acquisition Corp. that the tax has
been paid or is not applicable. Until properly surrendered, each
share certificate will be deemed to represent only the right to
receive the merger consideration, without interest. If any share
certificate is lost, mutilated or destroyed, the holder may
deliver an affidavit in lieu of the certificate, and if required
by the surviving corporation, an indemnity bond in form and
substance and with surety reasonably satisfactory to the
surviving corporation. No interest will be paid or accrued on
the cash payable upon the surrender of the share certificate.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Any funds, including any interest received on the
funds, which have been deposited with the paying agent and which
have not been disbursed to holders of share certificates
270&nbsp;days following the effective time of the merger, shall
be delivered to the surviving corporation by the paying agent.
Thereafter, holders of certificates representing shares
outstanding before the effective time of the merger will be
entitled to look only to the surviving corporation for payment
of any consideration to which they may be entitled, without
interest or dividends. None of Holding, the surviving
corporation or the paying agent will be liable to any person in
respect of any cash from the payment fund delivered to a public
official pursuant to any applicable abandoned property, escheat
or similar law. If any certificate has not been surrendered
prior to seven years after the effective time of the merger (or
immediately prior to such earlier date on which the
consideration payable would otherwise escheat to or become the
property of any governmental authority), any such shares, cash,
dividends or distributions in respect of such share certificate
will, to the extent permitted by applicable law, become the
property of the surviving corporation, free and clear of all
claims or interest of any person previously entitled thereto.
</FONT>

<P align="center"><FONT size="2">38
</FONT>

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<P align="left">
<B><FONT size="2">Transfer of Shares</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">After the effective time of the merger there will
be no further registration on the stock transfer books of the
surviving corporation of transfers of shares of common stock
that were outstanding immediately prior to the effective time of
the merger.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If, after the effective time of the merger, any
certificates formerly representing shares of common stock are
presented to the surviving corporation or the paying agent for
any reason, they will be canceled and exchanged for the merger
consideration. All consideration paid upon surrender for
exchange of those shares in accordance with the terms of the
merger agreement will be deemed to have been paid in full
satisfaction of all rights pertaining to the shares.
</FONT>

<!-- link2 "Representations and Warranties" -->

<P align="left">
<B><FONT size="2">Representations and Warranties</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The merger agreement contains various
representations and warranties made by AmeriPath to Holding and
Acquisition Corp., subject to identified exceptions, including
representations and warranties relating to:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the due organization, valid existence and good
    standing of AmeriPath and its subsidiaries;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the requisite corporate power and authority of
    AmeriPath and its subsidiaries to own, lease and operate their
    properties and to carry on their business;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the due qualification or licensing of AmeriPath
    and its subsidiaries to do business as foreign entities;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the capital structure of AmeriPath and its
    subsidiaries;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the absence of any violation of or default by
    AmeriPath and its subsidiaries under their organizational
    documents;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the absence of agreements relating to its capital
    stock to which AmeriPath is a party;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the jurisdictions of organization, forms of
    organization and holders of the capital stock of
    AmeriPath&#146;s subsidiaries;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">AmeriPath&#146;s ownership of equity interests in
    other entities;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the requisite corporate power and authority of
    AmeriPath to enter into the merger agreement and the merger;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the due execution and delivery of the merger
    agreement by AmeriPath;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the validity and binding effect of the merger
    agreement on AmeriPath;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the effect of the merger agreement and merger on
    the material obligations and assets of AmeriPath and its
    subsidiaries;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the absence of any conflicts between the merger
    agreement and the merger on the one hand and the organizational
    documents of AmeriPath and its subsidiaries on the other hand;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the absence of the necessity for consents or
    approvals from government entities in connection with the merger
    agreement or the merger;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the adequacy and truthfulness of the reports
    filed by AmeriPath with the Securities and Exchange Commission;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the adequacy and truthfulness of the information
    supplied by AmeriPath for inclusion or incorporation in this
    proxy statement;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">adequacy, valid issuance and compliance with
    permits and licenses;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">compliance with laws and regulations, including
    health care laws and regulations;
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">39
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the absence of any claim, suit, action or
    proceeding pending or threatened that would have a material
    adverse effect;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">tax matters;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the employee benefit plans of AmeriPath and its
    subsidiaries and the Employee Retirement Income Security Act of
    1974;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the absence of certain changes since
    September&nbsp;30, 2002;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the absence of undisclosed liabilities of
    AmeriPath and its subsidiaries that would have a material
    adverse effect;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the receipt of an opinion from the special
    committee&#146;s financial advisor;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">environmental matters;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the vote required to adopt the merger agreement
    and the merger;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the determination by AmeriPath&#146;s board of
    directors that the merger agreement and the merger are advisable
    and fair to and in the best interests of the stockholders of
    AmeriPath and the resolution by AmeriPath&#146;s board of
    directors to recommend that AmeriPath&#146;s stockholders adopt
    the merger agreement;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">intellectual property matters;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">real estate matters;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the listing and effectiveness of insurance
    policies of AmeriPath and its subsidiaries;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">labor matters;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the listing of certain contracts of AmeriPath and
    its subsidiaries and the absence of material defaults thereunder;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the listing of affiliated contracts and
    affiliated transactions of AmeriPath;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">AmeriPath&#146;s execution of an amendment to its
    shareholder rights plan in order to render the plan inapplicable
    to the merger; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the inapplicability of anti-takeover statutes or
    regulations to the merger.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Some of the representations and warranties
referred to above are not breached unless the breach of the
representation or warranty has had or would reasonably be
expected to have a material adverse effect on AmeriPath. For
purposes of the merger agreement, material adverse effect refers
to: (1)&nbsp;any material adverse effect on the business,
operations, assets, liabilities, financial condition or results
of operations of AmeriPath and its subsidiaries taken as a
whole, subject to specified exceptions, and/or (2)&nbsp;a
material adverse effect on the ability of AmeriPath to perform
its obligations under the merger agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The merger agreement also contains various
representations and warranties by Holding and Acquisition Corp.
to AmeriPath, subject to identified exceptions, including
representations and warranties relating to:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the due organization, valid existence and good
    standing of Acquisition Corp. and Holding;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the requisite corporate power and authority of
    Acquisition Corp. and Holding to own, lease and operate their
    properties and to carry on their business;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the capital structure of Acquisition Corp. and
    Holding and that neither Acquisition Corp. nor Holding has any
    subsidiaries;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the requisite corporate power and authority of
    Acquisition Corp. and Holding to enter into the merger agreement
    and the merger;
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">40
</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the due execution and delivery of the merger
    agreement by Acquisition Corp. and Holding;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the validity and binding effect of the merger
    agreement on Acquisition Corp. and Holding;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the absence of any conflicts between the merger
    agreement and the merger on the one hand and the organizational
    documents of Acquisition Corp. and Holding and on the other hand;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the absence of the necessity for consents or
    approvals from government entities in connection with the merger
    agreement or the merger;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the adequacy and truthfulness of the information
    supplied by Acquisition Corp. and Holding for inclusion or
    incorporation in this proxy statement;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the purpose for which Acquisition Corp. and
    Holding were formed and the limited operations of each of them;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the effectiveness of the financing commitments
    obtained by Acquisition Corp. and Holding for the merger;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the solvency of Acquisition Corp. and Holding;
    and their solvency as of the effective time immediately
    following consummation of the merger and the financing;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the absence of any litigation, suit, claim,
    action, proceeding or investigation against Acquisition Corp. or
    Holding; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the adequacy and truthfulness of the information
    provided by Holding to the special committee regarding
    agreements between Holding and/or Acquisition Corp. and the
    officers and directors of AmeriPath.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Some of the representations and warranties listed
above will not be considered breached unless the breach of the
representation or warranty would be reasonably likely to prevent
or materially delay the ability of Holding or Acquisition Corp.
to consummate the merger.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">None of the representations and warranties in the
merger agreement will survive after the completion of the merger.
</FONT>

<!-- link2 "Conduct of Business Pending the Merger" -->

<P align="left">
<B><FONT size="2">Conduct of Business Pending the
Merger</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Before the effective time of the merger and
unless otherwise provided for in the merger agreement or
consented to in writing by Holding, AmeriPath and its
subsidiaries must: (1)&nbsp;carry on their business in the
usual, regular and ordinary course in substantially the same
manner as prior to the signing of the merger agreement;
(2)&nbsp;use their reasonable best efforts to the extent
consistent with past practice to preserve their business
organizations and goodwill, maintain their rights and
franchises, retain the services of their officers and employees,
except as agreed to by the parties, preserve their relationships
with customers, suppliers and others having business dealings
with them, and keep in full force and effect insurance
comparable in amount and scope to the coverage carried by them
prior to the signing of the merger agreement; (3)&nbsp;comply in
all material respects with all applicable laws; and
(4)&nbsp;maintain the accuracy of all compliance committee
minutes, interpractice guidance, employee training programs and
all hotline actions or non-actions and keep such, together with
policies, procedures and corporate governance elements of the
AmeriPath compliance program, in full force and effect, subject
only to modifications of the committee that monitors the program.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">AmeriPath has agreed, with limited exceptions,
that neither it nor any of its subsidiaries will do any of the
following, except as expressly contemplated by the merger
agreement or otherwise consented to in writing by Holding:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">declare, set aside or pay dividends, or make any
    other distributions, or set aside funds to do so, in respect of
    any capital stock;
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">41
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">adjust, split, combine, reclassify, authorize or
    propose the issuance of any capital stock or any securities in
    respect of or lieu of any capital stock;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">repurchase, redeem or otherwise acquire any
    capital stock or securities convertible into, or exercisable or
    exchangeable for capital stock, or set aside funds to do so;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">issue, deliver, pledge, sell or otherwise
    encumber any capital stock or other voting securities or any
    securities convertible into voting securities;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">amend the terms of any outstanding debt or equity
    security or any stock plan;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">amend its certificate of incorporation or bylaws
    or any other organizational documents;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">merge or consolidate with or acquire any interest
    in, acquire any material assets from or make any loan to or
    investment in, any other entity;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">dispose of or subject to a lien assets in excess
    of $2,000,000 in the aggregate;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">adopt a plan of liquidation or dissolution;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">make grants to or otherwise increase the
    compensation of employees, officers and directors;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">assume or guarantee indebtedness, issue or sell
    debt securities, or guarantee the obligations or agree to
    maintain the financial condition of any other person;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">make changes to accounting policies, procedures
    and practices;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">settle or compromise any claims or litigation
    involving potential payments of more than $2,000,000;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">pay, discharge or satisfy material claims,
    liabilities or obligations;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">make or rescind any material tax election, or
    take any material tax position or settle or compromise any
    material audit, examination, litigation, proceeding (whether
    judicial or administrative) or matter in controversy relating to
    taxes, or make any change to its method of reporting income,
    deductions or other tax items for tax purposes;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">enter into any license with respect to
    intellectual property;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">enter into any new line of business;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">make any capital expenditures that were not
    disclosed in AmeriPath&#146;s capital report in excess of
    $1,000,000;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">enter into any agreement restricting
    AmeriPath&#146;s ability to engage in specified business
    activities;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">alter the corporate structure or ownership of
    AmeriPath or any of its subsidiaries;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">redeem the rights to purchase preferred stock of
    AmeriPath that trade with the common stock of AmeriPath other
    than to render such rights inapplicable to the merger agreement
    and the merger;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">waive any benefits of, or agree to modify in any
    respect, or fail to enforce, or consent to any matter with
    respect to which consent is required under, any standstill or
    similar agreement to which AmeriPath or any of its subsidiaries
    is a party or waive any material benefits of, or agree to modify
    in any material respect, or fail to enforce in any material
    respect, or consent to any matter with respect to which consent
    is required under, any material confidentiality or similar
    agreement to which AmeriPath or any of its subsidiaries is a
    party;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">knowingly or intentionally take any action that
    is reasonably likely to result in any of AmeriPath&#146;s
    representations or warranties in the merger agreement being
    untrue in any material respect; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">agree to or make any commitment to, whether
    orally or in writing, take any actions prohibited by the merger
    agreement.
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">42
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<!-- link2 "Notification" -->

<P align="left">
<B><FONT size="2">Notification</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">AmeriPath has agreed to give prompt written
notice to Holding and Acquisition Corp. and Holding and
Acquisition Corp. have agreed to give prompt written notice to
AmeriPath of: (1)&nbsp;any notice or other communication
alleging that a consent is or may be required in connection with
the merger, (2)&nbsp;notice or communication from any
governmental entity in connection with the merger, (3)&nbsp;the
occurrence, or failure to occur, of any event of which it
becomes aware that has caused or would reasonably be expected to
cause any representation or warranty of such party contained in
the merger agreement to be untrue or inaccurate in any material
respect, (4)&nbsp;the commencement or threat of any litigation
against AmeriPath or any other action, suit, investigation or
proceeding which relates to the consummation of the merger or
the issuance of any governmental order affecting AmeriPath or
its subsidiaries or any of their properties or assets, which if
pending or issued on or prior to the signing of the merger
agreement, would have been required to have been disclosed
pursuant to the merger agreement. Such notification shall not
limit or otherwise affect the remedies available under the
merger agreement.
</FONT>

<!-- link2 "Preparation of Proxy Statement; Stockholders Meeting" -->

<P align="left">
<B><FONT size="2">Preparation of Proxy Statement; Stockholders
Meeting</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Subject to the potential receipt of any superior
proposal for AmeriPath and the exercise by the board of
directors of its fiduciary duties, the merger agreement provides
that AmeriPath will duly call, give notice of, convene and hold
the special meeting of AmeriPath&#146;s stockholders to which
this proxy statement relates, to consider and adopt the merger
agreement and the merger and provides that this proxy statement
will include the recommendation of the board of directors that
the stockholders approve the merger agreement and the merger.
</FONT>

<!-- link2 "Access to Information; Confidentiality" -->

<P align="left">
<B><FONT size="2">Access to Information;
Confidentiality</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Prior to the effective time of the merger,
AmeriPath and its subsidiaries will afford to the officers,
employees, accountants, counsel and other representatives of
Holding and Acquisition Corp., during normal business hours,
access to all of their properties, books, records, leases,
contracts, commitments, customers, officers, employees,
accountants, counsel and other representatives who have any
material knowledge relating to AmeriPath and its subsidiaries.
The merger agreement provides that all information so obtained
by Holding, Acquisition Corp. and their representatives will be
subject to the confidentiality agreement entered into between
Welsh Carson and AmeriPath.
</FONT>

<!-- link2 "Limitation on Soliciting Transactions" -->

<P align="left">
<B><FONT size="2">Limitation on Soliciting
Transactions</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">From December&nbsp;9, 2002 until
December&nbsp;21, 2002, AmeriPath and its representatives had
the right to initiate, solicit and encourage inquiries with
respect to, or the making or submission of, an alternative
acquisition proposal, and to enter into and maintain or continue
discussions or negotiations in furtherance of, any such
inquiries and to induce the making or submission of acquisition
proposals. AmeriPath has agreed that, except as described below
and, except as may relate to parties from whom AmeriPath has
received, prior to December&nbsp;21, 2002, a bona fide written
indication of interest that the AmeriPath board of directors or
the special committee reasonably believes could result in a
superior proposal, during the period beginning on
December&nbsp;21, 2002 until the effective time of the merger or
the termination of the merger agreement, it will not, and will
not direct, authorize or permit its subsidiaries or
representatives to, directly or indirectly: (1)&nbsp;initiate,
solicit or encourage (including by way of providing information)
any prospective acquirer or the invitation or submission of any
inquiries, proposals or offers or any other efforts that
constitute, or may reasonably be expected to lead to, an
acquisition proposal or engage in any discussions or
negotiations with respect thereto or otherwise cooperate with,
assist or participate in, or facilitate any such inquires,
proposals discussions or negotiations, or (2)&nbsp;accept an
acquisition proposal or enter into any agreement or agreement in
principle, other than certain confidentiality agreements,
providing for or relating to such acquisition proposals or enter
into any agreement or agreement in principle requiring AmeriPath
to abandon, terminate or fail to consummate the merger or breach
its obligations under the merger agreement. In addition, except
as may relate to parties from whom AmeriPath has received, prior
to December&nbsp;21, 2002, a bona fide written indication of
interest that the AmeriPath board of directors or
</FONT>

<P align="center"><FONT size="2">43
</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="left">
<FONT size="2">the special committee reasonably believes could
result in a superior proposal, AmeriPath shall immediately cease
and terminate any existing solicitation or discussion with any
parties conducted by AmeriPath, its subsidiaries or
representatives with respect to any acquisition proposal.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under the merger agreement, an acquisition
proposal is defined as any inquiry, proposal or offer to acquire
any part of the business of AmeriPath constituting 20% or more
of the net revenues, net income or assets of AmeriPath and its
subsidiaries, taken as a whole, or 20% or more of the
outstanding common stock of AmeriPath, any tender offer or
exchange offer that if consummated would result in any person or
group beneficially owning 20% or more of the outstanding common
stock of AmeriPath, or any merger, consolidation, business
combination, recapitalization, liquidation, dissolution or
similar transaction involving AmeriPath or any of its
subsidiaries whose business constitutes 20% or more of
AmeriPath&#146;s net revenues, net income or assets. Under the
merger agreement, a superior proposal is defined as an
acquisition proposal (but changing the references to the 20%
amounts in the definition of acquisition proposal to 50%) made
on terms which the board of directors of AmeriPath or the
special committee in good faith determines, after consultation
with its independent financial advisor and outside counsel,
(1)&nbsp;would, if consummated, result in a transaction that is
more favorable to the AmeriPath stockholders, from a financial
point of view, than the currently contemplated merger, and
(2)&nbsp;is reasonably likely to be completed.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">AmeriPath may take the prohibited actions
described above if at any time prior to the approval of the
merger agreement by the stockholders, AmeriPath receives a bona
fide acquisition proposal, so long as: (1)&nbsp;AmeriPath has
otherwise complied with its non-solicitation obligations;
(2)&nbsp;the board of directors of AmeriPath or the special
committee determines in good faith, after consultation with its
independent financial advisor and outside counsel, that such
acquisition proposal could reasonably be expected to result in a
superior proposal; and (3)&nbsp;after consultation with its
legal advisors, the board of directors of AmeriPath or the
special committee determines in good faith that the failure to
do so would be inconsistent with its fiduciary duties under
applicable laws. In such instance, AmeriPath may take the
prohibited actions, provided that AmeriPath: (1)&nbsp;promptly
provides notice to Holding of the identity of the party making
the acquisition proposal and the material terms of such
proposal, (2)&nbsp;does not and does not allow its subsidiaries
or representatives to disclose any information to such third
party without entering into a confidential agreement meeting
specified requirements and (3)&nbsp;promptly provides Holding
any non-public information concerning AmeriPath or its
subsidiaries provided to such other party which was not
previously provided to Holding.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">AmeriPath has also agreed to keep Holding
generally informed on a prompt basis of the status of and
material developments respecting any solicitations, inquiries,
proposals and/or negotiations made or conducted regarding
acquisition proposals no later than 24&nbsp;hours after such
material development. AmeriPath must provide 72 hours notice to
Holding of any intent of the board of directors of AmeriPath to
withdraw or modify its recommendation as to the merger, to
recommend an alternative acquisition proposal, to fail to
recommend against a tender or exchange offer, or to terminate
the merger agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The board of directors of AmeriPath may take and
disclose to the stockholders of AmeriPath a position required by
Rules&nbsp;14d-9 and 14e-2 under the Exchange Act or make any
other disclosure required by applicable law, without violating
any limitations on soliciting transactions in the merger
agreement.
</FONT>

<!-- link2 "Directors&#146; and Officers&#146; Indemnification and Insurance" -->

<P align="left">
<B><FONT size="2">Directors&#146; and Officers&#146;
Indemnification and Insurance</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The merger agreement provides that all rights of
indemnification and exculpation from liability for acts and
omissions occurring at or prior to the effective time of the
merger (including the advancement of funds for expenses) of
AmeriPath&#146;s current and former directors, officers,
employees and agents as provided in the charter or bylaws or in
indemnification agreements disclosed to Holdings shall survive
the merger unmodified in any manner that would adversely affect
such rights, unless required by law or with the consent of the
affected party.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">For six years after the effective time of the
merger, the surviving corporation shall indemnify and hold
harmless AmeriPath&#146;s current or former directors, officers,
employees and agents for acts or omissions
</FONT>

<P align="center"><FONT size="2">44
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="left">
<FONT size="2">occurring at or prior to such effective time to
the fullest extent permitted by the Delaware General Corporation
Law.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">For six years after the effective time of the
merger, the surviving corporation shall maintain officers&#146;
and directors&#146; insurance for acts and omissions occurring
prior to the effective time of the merger, covering those who
are currently covered by AmeriPath&#146;s existing
officers&#146; and directors&#146; insurance policies, on terms
no less advantageous to the covered parties than
AmeriPath&#146;s existing insurance coverage. However, the
surviving corporation is not required to pay an annual premium
in excess of 200% of AmeriPath&#146;s current annual premium,
and if the provision of such insurance would exceed 200% of the
current annual premium, the surviving corporation shall provide
the greatest amount of substantially equivalent coverage for
200% of the current annual premium.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If the surviving corporation or any of its
successors or assigns: (1)&nbsp;consolidates with or merges into
any other entity and is not the continuing or surviving or
entity, or (2)&nbsp;transfers all or substantially all of its
properties and assets to any entity, then, proper provision must
be made such that the surviving entity assumes the
indemnification and insurance obligations discussed above.
</FONT>

<!-- link2 "Reasonable Best Efforts" -->

<P align="left">
<B><FONT size="2">Reasonable Best Efforts</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Each of AmeriPath, Holding and Acquisition Corp.
has agreed, subject to the terms and conditions in the merger
agreement, to use its reasonable best efforts to take, or cause
to be taken, all action, and to do, or cause to be done, all
things necessary, proper or advisable to consummate and make
effective, the transactions contemplated by the merger
agreement. If at any time after the effective time of the
merger, any further action is necessary or desirable to carry
out the purposes of the merger agreement or to vest the
surviving corporation with full title to all of AmeriPath&#146;s
properties, assets, rights, approvals, immunities and
franchises, all of the parties agree to direct their respective
officers and directors to take all such necessary action.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">AmeriPath agrees to provide, and to use its
reasonable best efforts to cause its officers and employees to
provide, all necessary cooperation reasonably requested by
Holding or Acquisition Corp. in connection with the arrangement
of the financing necessary to compete the merger, including by
making available to Holding, Acquisition Corp., and such
financing sources and their representatives, documents and
information of AmeriPath and its subsidiaries as may reasonably
be requested by Holding, Acquisition Corp. or such financing
sources.
</FONT>

<!-- link2 "Consents and Approvals" -->

<P align="left">
<B><FONT size="2">Consents and Approvals</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Holding, Acquisition Corp. and AmeriPath have
agreed to cooperate with one another to determine whether any
filing with any government entities is required or if any
consents are required from third parties and to seek to timely
obtain any consents, approvals or waivers. Further, the parties
have agreed to promptly file any required notifications under
the HSR Act and to use their reasonable best efforts to respond
on a timely basis to all inquiries or requests for additional
information or documentation under the HSR Act. Holding,
Acquisition Corp. and AmeriPath will cooperate with each other
in making of all such filings or responses.
</FONT>

<!-- link2 "Public Announcements" -->

<P align="left">
<B><FONT size="2">Public Announcements</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Holding and Acquisition Corp., on the one hand,
and AmeriPath, on the other hand, have agreed to consult with
each other before issuing, and to mutually agree upon, any press
release or other public announcement pertaining to the
transactions contemplated by the merger agreement except as may
be required by applicable law in which case the party proposing
to issue the press release shall use its reasonable best efforts
to consult with the other party before making any public
announcement.
</FONT>

<P align="center"><FONT size="2">45
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<!-- link2 "Employee Benefits Matters" -->

<P align="left">
<B><FONT size="2">Employee Benefits Matters</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Following the effective time of the merger, the
surviving corporation and its subsidiaries will honor in
accordance with their terms all existing employment, severance,
consulting and salary continuation agreements between AmeriPath
or its subsidiaries and any current or former officer, director,
employee or consultant of AmeriPath or its subsidiaries. For one
year following the effective time of the merger, the surviving
corporation will not materially and adversely alter the benefits
available to the employees of AmeriPath and its subsidiaries as
of the date of the execution of the merger agreement, other than
modifications to any employee benefit plans in the ordinary
course of business consistent with past practice and other than
with respect to any equity-based compensation. To the extent
permitted under applicable laws, each employee of AmeriPath and
its subsidiaries shall be given credit for all service with
AmeriPath or its subsidiaries under all employee benefit plans,
programs, policies and arrangements maintained by the surviving
corporation and its subsidiaries in which they participate or in
which they become participants for purposes of eligibility,
vesting and benefit accrual including, for purposes of
determining (1)&nbsp;short-term and long-term disability
benefits, (2)&nbsp;severance benefits, (3)&nbsp;vacation
benefits and (4)&nbsp;benefits under any retirement plan.
</FONT>

<!-- link2 "Conditions to Completing the Merger" -->

<P align="left">
<B><FONT size="2">Conditions to Completing the Merger</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Conditions to each party&#146;s
obligation.</FONT></I><FONT size="2"> The obligations of
AmeriPath, Holding and Acquisition Corp. to effect the merger
are subject to the satisfaction or waiver (where permitted by
law) of the following conditions:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the merger agreement must have been adopted by
    the affirmative vote of the holders of a majority of the
    outstanding shares of AmeriPath common stock entitled to vote;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">any applicable waiting periods under the HSR Act
    shall have expired or been terminated and all consents,
    approvals and actions of, filings with, and notices to all
    governmental entities required of Holding, Acquisition Corp. or
    AmeriPath or any of their subsidiaries or other affiliates in
    connection with the merger shall have been obtained, except for
    those that would not have a material adverse effect on
    AmeriPath; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">no governmental order or laws shall be in effect
    that prevents or materially restricts the merger.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Conditions to Holder&#146;s and Acquisition
Corp.&#146;s Obligation.</FONT></I><FONT size="2"> The
obligation of Holding and Acquisition Corp. to complete the
merger is subject to the satisfaction or waiver of the following
conditions:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">AmeriPath&#146;s representations and warranties
    with respect to due organization, valid existence and good
    standing, capital structure, corporate power and authority, no
    conflict, absence of certain changes or events, vote required,
    board of directors recommendation, rights plan amendment, state
    takeover statutes and brokers and finders fees shall be true and
    correct as of the closing date of the merger in all material
    respects and all other representations and warranties of
    AmeriPath shall be true and correct, except as would not have a
    material adverse effect on AmeriPath;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">AmeriPath shall have performed in all material
    respects the obligations required to be performed by it under
    the merger agreement on or prior to the closing date of the
    merger;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">there shall not be pending or threatened any
    suit, action, investigation or proceeding by any governmental
    entity (1)&nbsp;challenging the acquisition of AmeriPath by
    Holding or Acquisition Corp., seeking to restrain or prohibit
    the consummation of the merger, or seeking to place limitations
    on the ownership of shares of AmeriPath common stock by Holding
    or Acquisition Corp. or seeking to obtain from AmeriPath,
    Holding or Acquisition Corp. any damages that are material in
    relation to AmeriPath, (2)&nbsp;seeking to prohibit or
    materially limit the ownership or operation by AmeriPath,
    Holding or any of their respective subsidiaries of any portion
    of any business or of any assets of AmeriPath, Holding or any of
    their subsidiaries, or to compel AmeriPath, Holding or any of
    their respective subsidiaries to divest or hold separate any
    portion
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">46
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD></TD>
    <TD align="left">
    <FONT size="2">of any business or of any assets of AmeriPath,
    Holding or any of their subsidiaries, as a result of the merger,
    (3)&nbsp;seeking to prohibit Holding or any of its subsidiaries
    from effectively controlling the business or operations of
    AmeriPath or any of its subsidiaries or (4)&nbsp;otherwise
    having, or being reasonably expected to have, a material adverse
    effect on AmeriPath;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">AmeriPath shall have received all written
    consents, waivers and authorizations necessary to provide for
    the continuation in full force and effect after the effective
    time of the merger of all contracts and similar obligations of
    AmeriPath and its subsidiaries which if not so continued would
    have a material adverse effect on AmeriPath;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">there shall not have occurred after the date of
    the execution of the merger agreement any event or circumstance,
    or aggregation of events or circumstances, that has had or would
    reasonably be expected to have, individually or in the
    aggregate, a material adverse effect on AmeriPath;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Holding and Acquisition Corp. shall have obtained
    proceeds of the financing substantially on the terms
    contemplated by the financing letters or alternative financing
    on terms no less favorable in any material respect than those
    set forth in the financing letters; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the total number of dissenting shares (excluding
    shares held by Welsh Carson) shall not exceed 5% of the issued
    and outstanding shares of AmeriPath common stock as of the
    effective time of the merger; provided that such percentage
    shall increase to 8% in the event the dissenting shares shall
    include a holder of more than 3% of the issued and outstanding
    shares of AmeriPath common stock as of the effective time of the
    merger.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">Conditions to AmeriPath&#146;s
obligation.</FONT></I><FONT size="2"> The obligation of
AmeriPath to complete the merger is subject to the satisfaction
or waiver of the following conditions:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">each of the representations and warranties of
    Holding and Acquisition Corp. set forth in the merger agreement
    shall be true and correct as of the closing date of the merger
    except as would not have a material adverse effect on the
    ability of Holding or Acquisition Corp. to complete the merger;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Holding and Acquisition Corp. shall have
    performed in all material respects the obligations required to
    be performed by them under the merger agreement on or prior to
    the closing date of the merger; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Holding and Acquisition Corp. shall have obtained
    the proceeds of the financing as described in the financing
    letters or alternative financing in an aggregate amount that is
    sufficient to allow the surviving corporation to fulfill its
    obligations under the merger agreement.
    </FONT></TD>
</TR>

</TABLE>

<!-- link2 "Termination" -->

<P align="left">
<B><FONT size="2">Termination</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">AmeriPath, Holding and Acquisition Corp. may
agree by mutual written consent to terminate the merger
agreement at any time before the effective time of the merger.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition, either Holding or AmeriPath may
terminate the merger agreement if:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">a court or other governmental entity shall have
    issued an order or taken any other action permanently
    restraining the merger and such order or action is final and
    non-appealable;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the merger is not completed on or before
    5:00&nbsp;p.m. Eastern Standard Time on April&nbsp;30, 2003,
    provided that this right to terminate is not available to any
    party whose failure to fulfill or breach of any obligation under
    the merger agreement has been the cause of, or resulted in, the
    failure of the effective time to occur on or before such date; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the meeting contemplated by this proxy statement
    is held and AmeriPath stockholders do not approve and adopt the
    merger agreement and the merger by the requisite vote.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Holding may also terminate the merger agreement
if any breach of a representation, warranty or covenant of
AmeriPath occurs that would result in the failure of the
applicable closing condition relating
</FONT>

<P align="center"><FONT size="2">47
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="left">
<FONT size="2">to the accuracy of AmeriPath&#146;s
representations and warranties or AmeriPath&#146;s compliance
with its covenants under the merger agreement (in either case
other than as a result of a material breach by Holding or
Acquisition Corp. of any of their respective obligations under
the merger agreement) and, such breach is either not curable or
not cured after notice from Holding to AmeriPath and the passage
of a thirty day cure period. In addition, Holding can terminate
the merger agreement if any of the following occurs or if the
board of directors or the special committee of AmeriPath
resolves to take any of the following actions (provided that
AmeriPath shall provide Holding prior written notice of its
intention to do so, which notice must be received by Holding at
least 72&nbsp;hours prior to AmeriPath&#146;s taking such
action):
</FONT>
</DIV>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the AmeriPath board of directors or the special
    committee withdraws or modifies, in any manner materially
    adverse to Holding or Acquisition, its recommendation or
    approval of the merger agreement and the merger;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the AmeriPath board of directors fails to
    recommend to the AmeriPath stockholders that they approve the
    merger agreement and the merger at the special meeting;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the AmeriPath board of directors or the special
    committee publicly approves or recommends an acquisition
    proposal other than the merger; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">a tender or exchange offer that would constitute
    an alternative acquisition proposal is commenced after the
    execution date of the merger agreement and the AmeriPath board
    of directors or the special committee fails to recommend against
    the acceptance of such tender or exchange offer by the
    stockholders of AmeriPath (including by means of taking no
    position with respect to the acceptance of such tender or
    exchange offer) within ten business days from the commencement
    thereof.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">AmeriPath may also terminate the merger agreement
if any breach of a representation, warranty or covenant of
Holding or Acquisition Corp. occurs that would result in the
failure of the applicable closing condition relating to the
accuracy of Holding&#146;s and Acquisition Corp.&#146;s
representations and warranties or their compliance with their
respective covenants under the merger agreement (in either case
other than as a result of a material breach by AmeriPath of any
of its obligations under the merger agreement) and, such breach
is either not curable or not cured after notice from AmeriPath
to Holding and the passage of a thirty day cure period. In
addition, AmeriPath can terminate the merger agreement if in the
exercise of its good faith judgment as to its fiduciary duties
to the stockholders of AmeriPath, after consultation with
outside counsel, the board of directors of AmeriPath or the
special committee determines that such termination is required
by reason of a superior proposal having been made; provided,
that AmeriPath shall provide Holding at least 72&nbsp;hours
prior written notice of its intention to terminate the merger
agreement and/or enter into a definitive agreement with respect
to any superior proposal.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Subject to limited exceptions, including the
survival of any obligations to pay the termination fee and
expenses, if the merger agreement is terminated, then it will be
of no further force or effect and except as otherwise provided,
there will be no liability on the part of Holding, Acquisition
Corp. or AmeriPath or their respective officers or directors and
all rights and obligations of the parties will cease.
</FONT>

<!-- link2 "Fees and Expenses; Termination Fee" -->

<P align="left">
<B><FONT size="2">Fees and Expenses; Termination Fee</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If the merger agreement is terminated, all fees
and expenses will be paid by the party incurring them, except as
described below.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">AmeriPath has agreed to pay Holding or
Holding&#146;s designee a fee of $12,912,000 if the merger
agreement is terminated:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">by Holding as a result of: (1)&nbsp;the board of
    directors of AmeriPath or the special committee having withdrawn
    or modified, in any manner which is materially adverse to
    Holding or Acquisition Corp., its recommendation or approval of
    the merger agreement and the merger, (2)&nbsp;the board of
    directors of AmeriPath having failed to recommend to the
    stockholders of AmeriPath that they approve the merger agreement
    and the merger, (3)&nbsp;the board of directors of
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">48
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="2%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD></TD>
    <TD align="left">
    <FONT size="2">AmeriPath or the special committee having
    publicly approved or recommended any alternative acquisition
    proposal, (4)&nbsp;a tender or exchange offer that would
    constitute an alternative acquisition proposal having been
    commenced after the execution date of the merger agreement and
    the board of directors of AmeriPath or the special committee
    having failed to recommend against the acceptance of such tender
    or exchange offer by the stockholders of AmeriPath (including by
    means of taking no position with respect to the acceptance of
    such tender or exchange offer) within ten business days from the
    commencement thereof or (5)&nbsp;the board of directors of
    AmeriPath or the special committee having resolved to take any
    of the foregoing actions;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">by Holding as a result of AmeriPath&#146;s
    willful and knowing breach or failure to perform any of its
    obligations under the merger agreement where such failure or
    breach either could not be cured or, if curable, continued for
    thirty days after AmeriPath received written notice from Holding
    of the occurrence of such failure or breach;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">by AmeriPath where, in the exercise of its good
    faith judgment as to its fiduciary duties to stockholders, after
    consultation with outside counsel, the board of directors or the
    special committee determined that such termination was required
    by reason of a superior proposal having been made;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">by Holding or AmeriPath because the effective
    time of the merger did not occur on or before 5:00&nbsp;p.m.
    Eastern Standard Time on April&nbsp;30, 2003, so long as,
    (1)&nbsp;an acquisition proposal had been communicated to the
    board of directors of AmeriPath or the special committee or
    publicly announced prior to the termination date of the merger
    agreement and not withdrawn prior to the 30th day preceding the
    termination date, (2)&nbsp;if with respect to a termination by
    Holding, with some exceptions, the special meeting had not been
    held prior to such termination, and (3)&nbsp;within
    12&nbsp;months after such termination AmeriPath enters into a
    definitive agreement with respect to or consummates a subsequent
    transaction with respect to at least 50% of the revenue, income,
    assets or common stock of AmeriPath; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">by Holding or AmeriPath because AmeriPath failed
    to obtain the requisite stockholder approval for the merger, so
    long as, (1)&nbsp;an acquisition proposal had been publicly
    announced prior to the date of the special meeting and not
    withdrawn prior to the second business day preceding the date of
    the mailing of this proxy statement, and (2)&nbsp;within
    12&nbsp;months after such termination, AmeriPath enters into a
    definitive agreement with respect to or consummates a subsequent
    transaction for at least 50% of the revenues, income, assets or
    common stock of AmeriPath.
    </FONT></TD>
</TR>

</TABLE>

<!-- link2 "Amendment" -->

<P align="left">
<B><FONT size="2">Amendment</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The merger agreement may be amended only by
written agreement of Holding, Acquisition Corp. and AmeriPath at
any time prior to the effective time of the merger. After the
merger agreement is adopted by the AmeriPath stockholders, no
amendment shall be made in any manner that by law requires
further approval by the stockholders of AmeriPath without first
obtaining such further stockholder approval.
</FONT>

<!-- link2 "Waiver" -->

<P align="left">
<B><FONT size="2">Waiver</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">At any time prior to the effective time of the
merger, any party to the merger agreement may, to the extent
legally allowed, (1)&nbsp;extend the time for the performance of
any obligation or other acts required by the merger agreement,
(2)&nbsp;waive any inaccuracy in the representations and
warranties contained in the merger agreement or in any document
delivered pursuant to the merger agreement, and (3)&nbsp;waive
compliance with any agreement or condition contained in the
merger agreement. Any extension or waiver must be in writing.
The failure of any party to assert any of its rights under the
merger agreement will not constitute a waiver of those rights.
</FONT>

<P align="center"><FONT size="2">49
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<!-- link2 "Assignment" -->

<P align="left">
<B><FONT size="2">Assignment</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">No party to the merger agreement may assign any
of its rights, interests or obligations under the merger
agreement without the prior written consent of the non-assigning
parties. Any attempted assignment in violation of such
requirement will be null and void.
</FONT>

<!-- link2 "Contingency Letter Agreement" -->

<P align="left">
<B><FONT size="2">Contingency Letter Agreement</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Although Welsh Carson is not a party to the
merger agreement, the special committee negotiated a contingency
letter agreement with Welsh Carson pursuant to which Welsh
Carson agreed that if at any time on or after the date of the
merger agreement, Holding and/or Acquisition Corp. shall have
any liability to AmeriPath under the merger agreement that
cannot be satisfied out of the assets of Holding and/or
Acquisition Corp., Welsh Carson and certain related investors
will make an equity contribution to Holding (which shall, to the
extent needed, be contributed by Holding to Acquisition Corp.)
in an amount up to the amount of such liability, not to exceed,
however, an aggregate amount equal to $12,912,000 in cash plus
an aggregate 1,534,480 shares of AmeriPath common stock (with a
market value of approximately $25,242,196 at December&nbsp;6,
2002). Any amounts paid by Welsh Carson to Holding under the
contingency letter agreement will reduce by an equal amount the
investment commitment of Welsh Carson to Holding to complete the
acquisition.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In the contingency letter agreement, Welsh Carson
has also agreed to vote its shares of AmeriPath common stock,
which represent approximately 4.9% of the outstanding common
stock of AmeriPath, in favor of the merger agreement and the
merger. In addition, Welsh Carson agreed to use its reasonable
best efforts, prior to the termination of the merger agreement
to take all action and do, or cause Holding or Acquisition Corp.
to take all action and do, all things necessary to consummate
the financing set forth in the financing commitment letters or
to obtain alternative financing that is sufficient to consummate
the merger on terms not materially less favorable to Welsh
Carson and its affiliates than as set forth in the financing
commitment letters.
</FONT>

<P align="center"><FONT size="2">50
</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<!-- link1 "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" -->

<P align="center">
<B><FONT size="2">SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following table sets forth, as of
December&nbsp;6, 2002, information with respect to the
beneficial ownership of AmeriPath&#146;s common stock by
(1)&nbsp;AmeriPath&#146;s chief executive officer and each of
AmeriPath&#146;s other executive officers, (2)&nbsp;each
director of AmeriPath, (3)&nbsp;all directors and executive
officers of AmeriPath as a group and (4)&nbsp;each holder of
five percent&nbsp;(5%) or more of AmeriPath&#146;s outstanding
shares of common stock. AmeriPath is not aware of any beneficial
owner of more than five percent of the outstanding shares of
common stock other than as set forth in the following table.
</FONT>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="65%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Percent of</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Beneficially</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Outstanding</FONT></B></TD>
</TR>

<TR>
    <TD align="center" nowrap><B><FONT size="1">Name of Beneficial Owner(1)</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Owned</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares(2)</FONT></B></TD>
</TR>

<TR>
    <TD align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Wasatch Advisors, Inc.
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,366,337</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(3)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">14.2</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">T. Rowe Price Associates, Inc.
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,067,300</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(4)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10.0</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">James C. New
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">110,418</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(5)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Dennis M. Smith, Jr., M.D.
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">155,436</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(6)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Brian C. Carr
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">20,000</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(7)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Gregory A. Marsh
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">12,000</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(8)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Stephen V. Fuller
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7,200</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(9)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">James Billington
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,205</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(10)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">E. Martin Gibson
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,000</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(11)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">C. Arnold Renschler, M.D.
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">12,000</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(12)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Haywood D. Cochrane, Jr.
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">9,741</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(13)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">James T. Kelly
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,000</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(14)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">All directors and executive officers as a group
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">330,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1.1</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">
<HR size="1" width="18%" align="left" noshade>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="1%"></TD>
    <TD width="4%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&nbsp; *</FONT></TD>
    <TD align="left">
    <FONT size="2">Less than one percent.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(1)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Unless otherwise indicated, the address of each
    of the beneficial owners identified is 7289&nbsp;Garden Road,
    Suite&nbsp;200, Riviera Beach, Florida 33404.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(2)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Based on 30,661,075&nbsp;shares of common stock
    outstanding as of December&nbsp;6, 2002. Pursuant to the rules
    of the Securities and Exchange Commission, shares of common
    stock which a person has the right to acquire within 60 days
    pursuant to the exercise of options or warrants or the
    conversion of a convertible security are deemed to be
    outstanding for the purpose of computing the number of shares
    beneficially owned by such person and the percentage ownership
    of such person but are not deemed outstanding for the purpose of
    computing the percentage ownership of any other person.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(3)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Represents shares beneficially owned by Wasatch
    Advisors, Inc., referred to as Wasatch, as to which Wasatch has
    sole voting power and sole dispositive power with respect to all
    such shares. The address of Wasatch is 150&nbsp;Social Hall
    Avenue, Salt Lake City, Utah, 84111. This disclosure of
    Wasatch&#146;s beneficial ownership is based solely upon
    information set forth in Wasatch&#146;s amended
    Schedule&nbsp;13G dated February&nbsp;14, 2002.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(4)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Represents shares beneficially owned by
    T.&nbsp;Rowe Price Associates, Inc., referred to as Price
    Associates, as to which Price Associates has sole voting power
    with respect to 547,700 of such shares and sole dispositive
    power with respect to 3,067,300 of such shares. The address of
    Price Associates is 100&nbsp;E.&nbsp;Pratt Street, Baltimore,
    Maryland 21202. This disclosure of Price Associates&#146;
    beneficial ownership is based solely upon information set forth
    in Price Associates&#146; amended Schedule&nbsp;13G dated
    August&nbsp;10, 2002.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(5)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Includes 101,411 shares subject to options which
    are exercisable or become exercisable within 60&nbsp;days. Does
    not include 204,600&nbsp;shares subject to unexercisable options.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(6)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Includes 46,600&nbsp;shares subject to options
    which are exercisable or become exercisable within 60&nbsp;days.
    Does not include 92,400&nbsp;shares subject to unexercisable
    options.
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">51
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="1%"></TD>
    <TD width="4%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(7)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Includes 20,000&nbsp;shares subject to options
    which are exercisable or become exercisable within 60&nbsp;days.
    Does not include 195,000&nbsp;shares subject to unexercisable
    options.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(8)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Includes 12,000&nbsp;shares subject to options
    which are exercisable or become exercisable within 60&nbsp;days.
    Does not include 75,000&nbsp;shares subject to unexercisable
    options.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(9)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Includes 7,200&nbsp;shares subject to options
    which are exercisable or become exercisable within 60&nbsp;days.
    Does not include 57,000&nbsp;shares subject to unexercisable
    options.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="5%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(10)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Includes 1,205&nbsp;shares subject to options
    which are exercisable or become exercisable within 60&nbsp;days.
    Does not include 85,000&nbsp;shares subject to unexercisable
    options.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(11)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Includes 1,000&nbsp;shares subject to options
    which are exercisable or become exercisable within 60&nbsp;days.
    Does not include 14,000&nbsp;shares subject to unexercisable
    options.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(12)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Includes 10,000&nbsp;shares subject to options
    which are exercisable or become exercisable within 60&nbsp;days.
    Does not include 20,000&nbsp;shares subject to unexercisable
    options.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(13)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Includes 2,928&nbsp;shares subject to options
    which are exercisable or become exercisable within 60&nbsp;days.
    Does not include 14,000&nbsp;shares subject to unexercisable
    options.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(14)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Includes 1,000&nbsp;shares subject to options
    which are exercisable or become exercisable within 60&nbsp;days.
    Does not include 14,000&nbsp;shares subject to unexercisable
    options.
    </FONT></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<!-- link1 "FUTURE STOCKHOLDER PROPOSALS" -->

<DIV align="center">
<B><FONT size="2">FUTURE STOCKHOLDER PROPOSALS</FONT></B>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">AmeriPath will only hold an annual meeting in
2003 if the merger has not already been completed. If such
annual meeting is held, any AmeriPath stockholder intending to
present a proposal to be included in AmeriPath&#146;s proxy
statement for the annual meeting of stockholders to be held in
2003 must have delivered a proposal in writing to
AmeriPath&#146;s principal executive offices no later than
November&nbsp;29, 2002. Such proposals must comply with
Securities and Exchange Commission regulations regarding the
inclusion of stockholder proposals in company sponsored proxy
materials.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition, in order for a stockholder&#146;s
proposal or director nomination to be raised from the floor
during the annual meeting held in 2003, if held, written notice
must have been received by AmeriPath after October&nbsp;30, 2002
but no later than November&nbsp;29, 2002 and must contain all
such information as required under AmeriPath&#146;s bylaws. A
copy of such bylaw requirements for stockholder proposals and
nominations is available upon request from AmeriPath&#146;s
investor relations department, 7289&nbsp;Garden Road,
Suite&nbsp;200, Riviera Beach, Florida, 33404.
</FONT>

<DIV>&nbsp;</DIV>

<!-- link1 "OTHER MATTERS" -->

<DIV align="center">
<B><FONT size="2">OTHER MATTERS</FONT></B>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As of the date of this proxy statement, the board
of directors knows of no other business to be presented at the
special meeting. If other matters do properly come before the
special meeting, or any adjournments or postponements thereof,
it is the intention of the persons named in the proxy to vote on
such matters in their sole discretion.
</FONT>

<DIV>&nbsp;</DIV>

<!-- link1 "WHERE STOCKHOLDERS CAN FIND MORE INFORMATION" -->

<DIV align="center">
<B><FONT size="2">WHERE STOCKHOLDERS CAN FIND MORE
INFORMATION</FONT></B>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">AmeriPath files annual, quarterly and special
reports, proxy statements and other information with the SEC.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">AmeriPath stockholders may read and copy any
reports, statements or other information filed by AmeriPath at
the SEC&#146;s public reference room at 450&nbsp;Fifth Street,
N.W., Washington,&nbsp;D.C. 20549, and at the following Regional
Office of the SEC: The Woolworth Building, 233&nbsp;Broadway,
New York, New York, 10279. Please call the SEC at 1-800-SEC-0330
for further information on the operation of the public reference
rooms. AmeriPath&#146;s filings with the SEC are also available
to the public from commercial document retrieval services and at
the website maintained by the SEC located at:
&#147;http://www.sec.gov.&#148;
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">This proxy statement does not constitute an offer
to sell or to buy, or a solicitation of an offer to sell or to
buy, any securities, or the solicitation of a proxy, in any
jurisdiction to or from any person to whom it is not lawful to
make any offer or solicitation in such jurisdiction.
</FONT>

<P align="center"><FONT size="2">52
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<!-- link1 "APPENDIX A" -->

<DIV align="right">
<B><FONT size="2">APPENDIX&nbsp;A</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">AGREEMENT AND PLAN OF MERGER</FONT></B>

<DIV>&nbsp;</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center">
<B><FONT size="2">TABLE OF CONTENTS</FONT></B>

<CENTER>
<TABLE width="80%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="16%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="72%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Page</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD colspan="3" align="left" valign="top">
    <FONT size="2">ARTICLE I
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="left" valign="top">
    <FONT size="2">THE MERGER
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">1.1
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">THE MERGER
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">1.2
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">CLOSING
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">1.3
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">EFFECTIVE TIME OF THE MERGER
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">1.4
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">EFFECTS OF THE MERGER
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="7" align="left" valign="top">
    <FONT size="2">ARTICLE II
    </FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="left" valign="top">
    <FONT size="2">EFFECT OF THE MERGER ON THE OUTSTANDING
    SECURITIES OF THE CONSTITUENT CORPORATIONS; EXCHANGE PROCEDURES
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">2.1
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">EFFECT ON CAPITAL STOCK
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">2.2
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">EXCHANGE OF CERTIFICATES
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">2.3
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">EFFECT OF THE MERGER ON OPTIONS AND WARRANTS
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="7" align="left" valign="top">
    <FONT size="2">ARTICLE III
    </FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="left" valign="top">
    <FONT size="2">REPRESENTATIONS AND WARRANTIES
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">3.1
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">REPRESENTATIONS AND WARRANTIES OF THE COMPANY
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">3.2
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">REPRESENTATIONS AND WARRANTIES OF PARENT AND
    ACQUISITION
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">26</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="7" align="left" valign="top">
    <FONT size="2">ARTICLE IV
    </FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="left" valign="top">
    <FONT size="2">COVENANTS RELATING TO CONDUCT OF BUSINESS
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">29</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">4.1
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">AFFIRMATIVE COVENANTS OF THE COMPANY
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">29</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">4.2
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">NEGATIVE COVENANTS OF THE COMPANY
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">30</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="7" align="left" valign="top">
    <FONT size="2">ARTICLE V
    </FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="left" valign="top">
    <FONT size="2">ADDITIONAL AGREEMENTS
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">32</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">5.1
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">ACCESS TO INFORMATION; CONFIDENTIALITY
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">32</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">5.2
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">NO SOLICITATION
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">32</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">5.3
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">FEES AND EXPENSES
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">34</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">5.4
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">BROKERS OR FINDERS
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">35</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">5.5
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">INDEMNIFICATION; DIRECTORS&#146; AND
    OFFICERS&#146; INSURANCE
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">35</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">5.6
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">REASONABLE BEST EFFORTS
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">36</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">5.7
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">PUBLICITY
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">37</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">5.8
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">CONSENTS AND APPROVALS; STATE TAKEOVER LAWS
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">37</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">5.9
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">NOTIFICATION OF CERTAIN MATTERS
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">37</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">5.10
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">CONTINUATION OF EMPLOYEE BENEFITS
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">38</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">5.11
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">PREPARATION OF THE PROXY STATEMENT; SPECIAL
    MEETING
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">38</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">5.12
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">CONSEQUENCES IF RIGHTS ARE TRIGGERED
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">39</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="7" align="left" valign="top">
    <FONT size="2">ARTICLE VI
    </FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="left" valign="top">
    <FONT size="2">CONDITIONS PRECEDENT
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">40</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">6.1
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">CONDITIONS TO EACH PARTY&#146;S OBLIGATION TO
    EFFECT THE MERGER
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">40</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">6.2
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">CONDITIONS TO THE OBLIGATION OF PARENT AND
    ACQUISITION TO EFFECT THE MERGER
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">40</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">6.3
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">CONDITIONS TO OBLIGATION OF THE COMPANY TO EFFECT
    THE MERGER
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">41</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2">A-1
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<CENTER>
<TABLE width="80%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="16%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="72%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Page</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD colspan="7" align="left" valign="top">
    <FONT size="2">ARTICLE VII
    </FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="left" valign="top">
    <FONT size="2">TERMINATION AND ABANDONMENT
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">42</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">7.1
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">TERMINATION AND ABANDONMENT
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">42</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">7.2
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">EFFECT OF TERMINATION
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">43</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="7" align="left" valign="top">
    <FONT size="2">ARTICLE VIII
    </FONT></TD>
</TR>

<TR>
    <TD colspan="3" align="left" valign="top">
    <FONT size="2">MISCELLANEOUS
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">43</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">8.1
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">SURVIVAL OF REPRESENTATIONS, WARRANTIES,
    COVENANTS AND AGREEMENTS
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">43</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">8.2
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">SPECIFIC PERFORMANCE
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">43</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">8.3
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">NOTICES
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">44</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">8.4
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">INTERPRETATION
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">44</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">8.5
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">COUNTERPARTS
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">8.6
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">8.7
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">AMENDMENT
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">8.8
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">WAIVER
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">8.9
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">GOVERNING LAW
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">8.10
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">SUBMISSION TO JURISDICTION
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">8.11
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">ASSIGNMENT
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">46</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">8.12
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">SEVERABILITY
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">46</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2">A-2
</FONT>
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<P align="center">
<B><FONT size="2">AGREEMENT AND PLAN OF MERGER</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">THIS AGREEMENT AND PLAN OF MERGER, dated as of
December&nbsp;8, 2002 (this &#147;Agreement&#148;), is made and
entered into by and among AMY HOLDING COMPANY, a Delaware
corporation (&#147;Parent&#148;), AMY ACQUISITION CORP., a
Delaware corporation (&#147;Acquisition&#148;), and AMERIPATH,
INC., a Delaware corporation (the &#147;Company&#148;).
</FONT>

<P align="center">
<B><FONT size="2">RECITALS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">WHEREAS, the Board of Directors of each of
Parent, Acquisition and the Company (in the case of the Company
acting on the recommendation of a special committee (the
&#147;Special Committee&#148;) formed for the purpose of
representing the Company in connection with the transactions
contemplated hereby) has unanimously deemed it advisable and in
the best interests of their respective stockholders for
Acquisition to merge with and into the Company (the
&#147;Merger&#148;) pursuant to Section&nbsp;251 of the Delaware
General Corporation Law (the &#147;DGCL&#148;) upon the terms
and subject to the conditions set forth herein;
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">WHEREAS, the Board of Directors of each of
Parent, Acquisition and the Company has unanimously adopted
resolutions approving and declaring advisable this Agreement,
the Merger and the transactions contemplated by this Agreement;
and
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">WHEREAS, Parent, Acquisition and the Company
desire to make certain representations, warranties, covenants
and agreements in connection with the Merger and also to
prescribe various conditions to the Merger.
</FONT>

<P align="center">
<B><FONT size="2">AGREEMENT</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">NOW, THEREFORE, in consideration of the foregoing
and the representations, warranties, covenants and agreements
herein contained, the parties hereto, intending to be legally
bound, hereby agree as follows:
</FONT>

<P align="center">
<FONT size="2">ARTICLE&nbsp;I
</FONT>

<P align="center">
<FONT size="2">THE MERGER
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">1.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The
Merger.</I> Upon the terms and subject to the conditions set
forth in this Agreement, and in accordance with the DGCL,
Acquisition shall be merged with and into the Company at the
Effective Time (as hereinafter defined). At the Effective Time,
the separate corporate existence of Acquisition shall cease and
the Company shall continue as the surviving corporation under
the name &#147;Ameripath, Inc.&#148; and shall succeed to and
assume all of the rights and obligations of Acquisition in
accordance with the DGCL. Acquisition and the Company are
sometimes hereinafter referred to as the &#147;Constituent
Corporations&#148; and, as the context requires, the Company is
sometimes hereinafter referred to as the &#147;Surviving
Corporation.&#148;
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">1.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Closing.</I>
Unless this Agreement shall have been terminated and the Merger
shall have been abandoned pursuant to Section&nbsp;7.1, the
consummation of the Merger (the &#147;Closing&#148;) shall take
place as promptly as practical following the satisfaction and/or
waiver (subject to applicable law) of all of the conditions
(other than those conditions which by their nature are to be
satisfied at Closing, but subject to the fulfillment or waiver
of those conditions) set forth in Article&nbsp;VI (and, in any
event, not less than two business days following the
satisfaction and/or waiver of all such conditions) (the
&#147;Closing Date&#148;), at the offices of Reboul, MacMurray,
Hewitt &#38; Maynard, 45 Rockefeller Plaza, New York, New York
10111, unless another date, time or place is agreed to in
writing by the parties hereto.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">1.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Effective
Time of the Merger.</I> At Closing, the parties hereto shall
cause the Merger to be consummated by filing a certificate of
merger (the &#147;Certificate of Merger&#148;) with the
Secretary of State of the State of Delaware as provided in the
DGCL. The Merger shall become effective upon such filing or at
such time thereafter as Parent, Acquisition and the Company
shall agree and specify in the Certificate of Merger (the
&#147;Effective Time&#148;).
</FONT>

<P align="center"><FONT size="2">A-3
</FONT>

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">1.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Effects of
the Merger.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(a)&nbsp;The Merger shall have the effects set
forth in this Agreement, the Certificate of Merger and the
applicable provisions of the DGCL.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(b)&nbsp;The directors of Acquisition and the
officers of the Company immediately prior to the Effective Time
shall, from and after the Effective Time, be the initial
directors and officers of the Surviving Corporation until their
successors have been duly elected or appointed and qualified, or
until their earlier death, resignation or removal in accordance
with the Surviving Corporation&#146;s Certificate of
Incorporation and Bylaws.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(c)&nbsp;Subject to Section&nbsp;5.5(a), the
Certificate of Incorporation of Acquisition as in effect
immediately prior to the Effective Time shall be the Certificate
of Incorporation of the Surviving Corporation following the
Merger until thereafter amended in accordance with its terms and
the DGCL.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(d)&nbsp;The Bylaws of Acquisition as in effect
immediately prior to the Effective Time shall be the Bylaws of
the Surviving Corporation following the Merger until thereafter
amended in accordance with the DGCL, the Certificate of
Incorporation of the Surviving Corporation and the Bylaws of the
Surviving Corporation.
</FONT>

<P align="center">
<FONT size="2">ARTICLE&nbsp;II
</FONT>

<P align="center">
<FONT size="2">EFFECT OF THE MERGER ON THE OUTSTANDING SECURITIES
</FONT>

<DIV align="center">
<FONT size="2">OF THE CONSTITUENT CORPORATIONS; EXCHANGE
PROCEDURES
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">2.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Effect on
Capital Stock.</I> As of the Effective Time, by virtue of the
Merger and without any action on the part of the holder of any
shares of common stock, par value $.01 per share, of the Company
(the &#147;Company Common Stock&#148;) or Parent:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(a)&nbsp;<I>Common Stock of Acquisition.</I> Each
    share of common stock, par value $.01 per share, of Acquisition
    (the &#147;Acquisition Common Stock&#148;) issued and
    outstanding immediately prior to the Effective Time shall be
    converted into and become one fully paid and nonassessable share
    of common stock, par value $.01 per share, of the Surviving
    Corporation.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(b)&nbsp;<I>Cancellation of Treasury Stock and
    Company Common Stock Owned by Parent or Acquisition.</I> Each
    share of Company Common Stock that is owned by Parent or
    Acquisition or any affiliate of Parent or Acquisition or held in
    the treasury of the Company, in each case together with the
    Rights (as hereinafter defined) associated therewith
    (collectively, the &#147;Excluded Shares&#148;), shall
    automatically be canceled and retired and shall cease to exist,
    and no cash or other consideration shall be delivered or
    deliverable in exchange therefor.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(c)&nbsp;<I>Conversion of Company Common
    Stock.</I> Each share of Company Common Stock issued and
    outstanding immediately prior to the Effective Time other than
    Excluded Shares and Dissenting Shares (as hereinafter defined),
    together with the Rights associated therewith, shall be
    converted into the right to receive in cash from the Surviving
    Corporation following the Merger an amount equal to $21.25 (the
    &#147;Merger Consideration&#148;).
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(d)&nbsp;<I>Dissenting Shares.</I>
    Notwithstanding anything in this Agreement to the contrary,
    shares of Company Common Stock (and associated Rights) that are
    issued and outstanding immediately prior to the Effective Time
    and that are held by a holder who has validly demanded payment
    of the fair value for such holder&#146;s shares as determined in
    accordance with Section&nbsp;262 of the DGCL (&#147;Dissenting
    Shares&#148;) shall not be converted into or be exchangeable for
    the right to receive the Merger Consideration unless and until
    such holder shall have failed to perfect or shall have
    effectively withdrawn or lost such holder&#146;s appraisal right
    under the DGCL (but instead shall be converted into the right to
    receive payment from the Surviving Corporation with respect to
    such Dissenting Shares in accordance with the DGCL). If any such
    holder shall have failed to perfect or shall have effectively
    withdrawn or lost such right, each share of such holder (and
    each associated Right) shall be treated
    </FONT></TD>
</TR>

</TABLE>

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    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">as a share of Company Common Stock (and
    associated Right) that had been converted as of the Effective
    Time into the right to receive the Merger Consideration in
    accordance with Section&nbsp;2.1(c). The Company shall give
    prompt notice to Parent of any demands, attempted withdrawals of
    such demands and any other instruments served pursuant to the
    DGCL received by the Company for appraisal of shares of Company
    Common Stock, and Parent shall have the right to participate in
    and direct all negotiations and proceedings with respect to such
    demands. The Company shall not, except with the prior written
    consent of Parent, voluntarily make any payment with respect to,
    settle, offer to settle, or approve any withdrawal of any such
    demands.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(e)&nbsp;<I>Cancellation and Retirement of
    Company Common Stock.</I> As of the Effective Time, all shares
    of Company Common Stock (other than Excluded Shares and
    Dissenting Shares) and all associated Rights that are issued and
    outstanding immediately prior to the Effective Time 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 shares of Company Common Stock and
    associated Rights being converted into the right to receive the
    Merger Consideration pursuant to Section&nbsp;2.1(c) (the
    &#147;Certificates&#148;) shall cease to have any rights with
    respect to such shares of Company Common Stock or associated
    Rights, except the right to receive a cash amount equal to the
    Merger Consideration per share multiplied by the number of
    shares so represented, to be paid in consideration therefor upon
    surrender of such Certificate in accordance with
    Section&nbsp;2.2(b).
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(f)&nbsp;<I>Certain Adjustments.</I> In the event
    that prior to the Effective Time, solely as a result of a
    reclassification, stock split (including a reverse stock split),
    combination or exchange of shares, stock dividend or stock
    distribution which in any such event is made on a pro rata basis
    to all holders, there is a change in the number of shares of
    Company Common Stock outstanding or issuable upon the
    conversion, exchange or exercise of securities or rights
    convertible or exchangeable or exercisable for shares of Company
    Common Stock, then the Merger Consideration shall be equitably
    adjusted to eliminate the effects of such event.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">2.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Exchange of
Certificates.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(a)&nbsp;<I>Paying Agent.</I> Prior to the
Effective Time, Parent shall appoint a bank or trust company
reasonably acceptable to the Company to act as paying agent (the
&#147;Paying Agent&#148;) for the payment of the Merger
Consideration upon surrender of the Certificates. At the
Effective Time, the Surviving Corporation shall deposit (and
Parent shall cause to be deposited) with the Paying Agent, for
the benefit of the holders of such Certificates, for use in the
payment of the Merger Consideration in accordance with this
Article&nbsp;II, the aggregate Merger Consideration (such cash
consideration being hereinafter referred to as the &#147;Merger
Fund&#148;). The Paying Agent shall, pursuant to irrevocable
instructions of the Surviving Corporation given at the Closing,
make payments of the Merger Consideration out of the Merger
Fund. The Merger Fund shall not be used for any other purpose.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(b)&nbsp;<I>Exchange Procedures.</I> Promptly
after the Effective Time, the Surviving Corporation shall cause
the Paying Agent to mail or deliver to each Person (as
hereinafter defined) who was, at the Effective Time, a holder of
record of Company Common Stock and whose shares are being
converted into the Merger Consideration pursuant to
Section&nbsp;2.1(c) a letter of transmittal (which shall specify
that delivery shall be effected, and risk of loss and title to
the Certificates shall pass, only upon delivery of the
Certificates to the Paying Agent and shall otherwise be in a
form and have such other provisions as the Surviving Corporation
may reasonably specify) containing instructions for use by
holders of Company Common Stock to effect the exchange of their
shares of Company Common Stock for the Merger Consideration as
provided herein. As soon as reasonably practicable after the
Effective Time, each holder of an outstanding Certificate or
Certificates shall, upon surrender to the Paying Agent of such
letter of transmittal duly executed and completed in accordance
with the instructions thereto (together with such other
documents as the Paying Agent may reasonably request) and such
Certificate or Certificates (or, if such shares are held in
book-entry or other uncertificated form, upon the entry through
a book-entry transfer agent of the surrender of such shares of
Company Common Stock on a book-entry account statement (it being
understood that any references herein to
&#147;Certificates&#148; shall be deemed to include
</FONT>

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</FONT>

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<DIV align="left">
<FONT size="2">references to book-entry account statements
relating to the ownership of shares of Company Common Stock)),
be entitled to an amount of cash (payable by check) equal to the
Merger Consideration per share multiplied by the number of
shares of Company Common Stock represented by such Certificate
or Certificates. The Paying Agent shall accept such Certificates
upon compliance with such reasonable terms and conditions as the
Paying Agent may impose to effect an orderly exchange thereof in
accordance with normal exchange practices. After the Effective
Time, there shall be no further transfer on the records of the
Company or its transfer agent of Certificates, and if such
Certificates are presented to the Company for transfer, they
shall be canceled against delivery of the Merger Consideration.
If cash is to be remitted to a Person other than the Person in
whose name the Certificate surrendered for exchange is
registered, it shall be a condition of such exchange that the
Certificate so surrendered shall be properly endorsed, with
signature guaranteed, or otherwise in proper form for transfer
and that the Person requesting such exchange shall pay to the
Paying Agent any transfer or other taxes required by reason of
the payment of the Merger Consideration to a Person other than
the registered holder of the Certificate so surrendered, or
shall establish to the satisfaction of the Paying Agent that
such tax either has been paid or is not applicable. Until
surrendered as contemplated by this Section 2.2(b), at any time
after the Effective Time, each Certificate shall be deemed to
represent only the right to receive the Merger Consideration
upon such surrender as contemplated by Section&nbsp;2.1. No
interest will be paid or will accrue on any cash payable as
Merger Consideration.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(c)&nbsp;<I>No Further Ownership Rights in
Company Common Stock Exchanged for Cash.</I> All cash paid upon
the surrender for exchange of Certificates representing shares
of Company Common Stock in accordance with the terms of this
Article&nbsp;II shall be deemed to have been paid in full
satisfaction of all rights pertaining to the shares of Company
Common Stock exchanged for cash theretofore represented by such
Certificates, and there shall be no further registration of
transfers on the stock transfer books of the Surviving
Corporation of the shares of Company Common Stock which were
issued and outstanding immediately prior to the Effective Time.
If, after the Effective Time, Certificates are presented to the
Surviving Corporation for any reason, they shall be cancelled
and exchanged as provided in this Article&nbsp;II.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(d)&nbsp;<I>Termination of Merger Fund.</I> Any
portion of the Merger Fund which remains undistributed to the
holders of Certificates for 270&nbsp;days after the Effective
Time shall be delivered to the Surviving Corporation, and any
holders of Certificates who have not theretofore complied with
this Article&nbsp;II shall thereafter look only to the Surviving
Corporation and only as general creditors thereof for payment of
the Merger Consideration, subject to escheat and abandoned
property and similar Laws. As used herein, &#147;Laws&#148;
means any statute, law, ordinance, rule, regulation, Nasdaq or
other stock exchange rule or listing requirement, permit or
authorization applicable to a Person (as hereinafter defined) or
such Person&#146;s Subsidiaries or their respective properties
or assets.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(e)&nbsp;<I>No Liability.</I> None of Parent, the
Surviving Corporation or the Paying Agent shall be liable to any
Person in respect of any cash from the Merger Fund 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 (or
immediately prior to such earlier date on which any cash in
respect of such Certificate would otherwise escheat to or become
the property of any Governmental Entity (as hereinafter
defined)), any such cash in respect of such Certificate shall,
to the extent permitted by applicable Law, become the property
of the Surviving Corporation, free and clear of all claims or
interest of any Person previously entitled thereto.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(f)&nbsp;<I>Investment of Merger Fund.</I> The
Paying Agent shall invest any cash in the Merger Fund solely in
Cash Equivalents (as defined below) as directed by the Surviving
Corporation. Any interest and other income resulting from such
investments shall be paid to the Surviving Corporation. As used
herein, &#147;Cash Equivalents&#148; means, as of any date of
determination, (i)&nbsp;marketable securities (a)&nbsp;issued or
directly and unconditionally guaranteed as to interest and
principal by the United States government or (b)&nbsp;issued by
any agency of the United States the obligations of which are
backed by the full faith and credit of the United States, in
each case maturing within six months after such date;
(ii)&nbsp;marketable direct obligations issued by any state of
the United States of America or any political subdivision of any
such state or any public instrumentality thereof, in each case
maturing within six months after such date and having, at the
</FONT>

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<DIV align="left">
<FONT size="2">time of the acquisition thereof, the highest
rating obtainable from either Standard &#38; Poor&#146;s Ratings
Group (&#147;S&#38;P&#148;) or Moody&#146;s Investors Service,
Inc. (&#147;Moody&#146;s&#148;); (iii)&nbsp;commercial paper
maturing no more than six months from the date of creation
thereof and having, at the time of the acquisition thereof, a
rating of at least A-1 from S&#38;P or at least P-1 from
Moody&#146;s; (iv)&nbsp;certificates of deposit maturing within
six months after such date and issued or accepted by any
commercial bank organized under the laws of the United States of
America or any state thereof or the District of Columbia that
(a)&nbsp;is at least &#147;adequately capitalized&#148; (as
defined in the regulations of its primary Federal banking
regulator) and (b)&nbsp;has Tier 1 capital (as defined in such
regulations) of not less than $100,000,000; and (v)&nbsp;shares
of any money market mutual fund that (a)&nbsp;has at least 95%
of its assets invested continuously in the types of investments
referred to in clauses (i)&nbsp;and (ii)&nbsp;above,
(b)&nbsp;has net assets of not less than $500,000,000, and
(c)&nbsp;has the highest rating obtainable from either S&#38;P
or Moody&#146;s.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(g)&nbsp;<I>Withholding Rights.</I> The Surviving
Corporation or the Paying Agent shall be entitled to deduct and
withhold from the consideration otherwise payable pursuant to
this Agreement to such holder such amounts as the Surviving
Corporation or the Paying Agent is required to deduct and
withhold with respect to the making of such payment under the
Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder (the &#147;Code&#148;), or
any provision of state, local or foreign tax Law. To the extent
that amounts are so deducted and withheld by the Surviving
Corporation or the Paying Agent, such withheld amounts shall be
treated for all purposes of this Agreement as having been paid
to the holder of the shares of Company Common Stock in respect
of which such deduction and withholding was made by the
Surviving Corporation or the Paying Agent.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(h)&nbsp;<I>Lost Certificates.</I> If any
Certificate 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
the Surviving Corporation, the posting by such Person of a bond
in such reasonable amount as the Surviving Corporation may
require as indemnity against any claim that may be made against
it with respect to such Certificate, the Paying Agent will issue
in exchange for such lost, stolen or destroyed Certificate the
Merger Consideration payable pursuant to this Agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">2.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Effect of the
Merger on Options and Warrants.</I> (a)&nbsp;Each of the
Company&#146;s stock option plans, programs and arrangements
(the &#147;Stock Plans&#148;) and outstanding options to acquire
shares of Company Common Stock (the &#147;Company Stock
Options&#148;), including information concerning the Stock Plan
under which such options were issued, the holders thereof, the
number of shares subject thereto, the exercise prices thereof,
the dates of scheduled vesting thereof and the terms thereof
that require acceleration of such vesting by virtue of the
Merger, are set forth on Schedule&nbsp;2.3(a).
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(b)&nbsp;Subject to Section&nbsp;2.3(e) below, at
    the Effective Time of the Merger (and the Board of Directors of
    the Company or any committee administering the Stock Plans shall
    take all actions necessary so that), all outstanding Company
    Stock Options heretofore granted under any Stock Plan become
    fully vested and exercisable at the Effective Time and shall be
    cancelled in exchange for the right to receive a cash payment by
    the Surviving Corporation at the Effective Time of an amount
    equal to (i)&nbsp;the excess, if any, of (x)&nbsp;the per share
    Merger Consideration over (y)&nbsp;the exercise price per share
    of Common Stock subject to such Company Stock Option, multiplied
    by (ii)&nbsp;the number of shares of Common Stock for which such
    Company Stock Option shall not theretofore have been exercised.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(c)&nbsp;The Stock Plans shall terminate as of
    the Effective Time of the Merger, and the provisions in any
    other benefit plan providing for the issuance, transfer or grant
    of any capital stock of the Company or any interest in respect
    of any capital stock of the Company shall be deleted as of the
    Effective Time of the Merger, and the Company shall take such
    actions to ensure that following the Effective Time of the
    Merger no holder of a Company Stock Option or any participant in
    any Stock Plan or other benefit plan shall have any right
    thereunder to acquire any capital stock or any interest in
    respect of any capital stock of the Surviving Corporation.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(d)&nbsp;All outstanding warrants to acquire
    shares of Company Common Stock (the &#147;Company
    Warrants&#148;), including information concerning the holders
    thereof, the number of shares subject
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">A-7
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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">thereto and the exercise prices thereof, are set
    forth on Schedule&nbsp;2.3(d). As soon as practicable following
    the date of this Agreement, the Company shall use its reasonable
    best efforts to take such actions (which shall include
    attempting to obtain all required consents of holders of Company
    Warrants) as may be necessary to effectuate the cancellation at
    the Effective Time of each Company Warrant in exchange for a
    cash payment equal to the product of (1)&nbsp;the excess, if
    any, of the Merger Consideration per share over the exercise
    price per share of such Company Warrant and (2)&nbsp;the number
    of shares of Company Common Stock subject to such Company
    Warrant.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(e)&nbsp;The Surviving Corporation shall be
    entitled to deduct and withhold from the amounts otherwise
    payable pursuant to this Section&nbsp;2.3 to any holder of
    Company Stock Options or Company Warrants such amounts as the
    Surviving Corporation is required to deduct and withhold with
    respect to the making of such payment under the Code, or any
    provision of state, local or foreign tax Law. To the extent that
    amounts are so deducted and withheld by the Surviving
    Corporation, such withheld amounts shall be treated for all
    purposes of this Agreement as having been paid to the holder of
    the Company Stock Options or Company Warrants in respect of
    which such deduction and withholding was made by the Surviving
    Corporation.
    </FONT></TD>
</TR>

</TABLE>

<P align="center">
<FONT size="2">ARTICLE III
</FONT>

<P align="center">
<FONT size="2">REPRESENTATIONS AND WARRANTIES
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">3.1&nbsp;<I>Representations and Warranties of the
Company. </I>The Company hereby represents and warrants to
Parent and Acquisition as follows:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(a)&nbsp;<I>Organization, Standing and Power.</I>
    Each of the Company and its Subsidiaries (as defined below) is
    (y)&nbsp;a corporation, partnership or a limited liability
    company duly organized, validly existing and in good standing
    under the Laws of its respective jurisdiction of organization,
    has all requisite corporate, partnership or limited liability
    company power and authority to own, lease and operate its
    properties and to carry on its business as now being conducted,
    and (z)&nbsp;duly qualified or licensed to do business as a
    foreign corporation, partnership or limited liability company
    and in good standing to conduct business in each jurisdiction in
    which the business it is conducting, or the operation, ownership
    or leasing of its properties, makes such qualification or
    licensing necessary, other than in such jurisdictions where the
    failure to so qualify or be licensed to do business as a foreign
    corporation, partnership or limited liability company or to be
    in good standing has not had and would not reasonably be
    expected to have, individually or in the aggregate, a Company
    Material Adverse Effect (as defined below). The Company has
    heretofore made available to Parent and Acquisition complete and
    correct copies of the certificates of incorporation and bylaws
    (or other organizational documents) of the Company and its
    Subsidiaries. None of the Company or any of its Subsidiaries is
    in violation of or default under the provisions of any such
    organizational documents. Each jurisdiction in which the Company
    is qualified to do business as a foreign corporation is set
    forth on Schedule&nbsp;3.1(a). As used in this Agreement, (i)
    &#147;Company Material Adverse Effect&#148; shall mean
    (A)&nbsp;a material adverse effect on the business, operations,
    assets, liabilities, financial condition or results of
    operations of the Company and its Subsidiaries, taken as a whole
    and/or (B)&nbsp;a material adverse effect on the ability of the
    Company to perform its obligations under this Agreement;
    provided, that Company Material Adverse Effect shall not be
    deemed to include a material adverse effect arising directly as
    a result of (1)&nbsp;conditions, events or circumstances (other
    than changes or proposed changes in health care Laws) affecting
    either (x)&nbsp;the United States economy generally or
    (y)&nbsp;the clinical or anatomic pathology laboratory industry
    generally, which in the case of clause (x)&nbsp;and
    (y)&nbsp;does not have a material disproportionate effect on the
    Company and its Subsidiaries, taken as a whole, (2)&nbsp;changes
    or proposed changes in health care Laws, including changes in
    payment, reimbursement or coding Laws, so long as such changes
    or proposed changes were either published in the Federal
    Register prior to the date of this Agreement or are anticipated
    changes that were specifically discussed among the parties to
    this Agreement prior to the date of this Agreement,
    (3)&nbsp;changes in generally accepted accounting principals or
    in Securities and Exchange Commission (&#147;SEC&#148;)
    accounting rules, policies,
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">A-8
</FONT>

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    <TD align="left">
    <FONT size="2">practices or interpretations, so long as such
    changes were publicly proposed by the Financial Accounting
    Standards Board or the SEC, as the case may be, in one or more
    releases published prior to the date of this Agreement,
    (4)&nbsp;acts and omissions of the Company, any Company
    Subsidiary or any Company Managed Practice (as hereinafter
    defined) taken with the prior written consent of Parent after
    the date of this Agreement, (5)&nbsp;the effects of compliance
    with this Agreement on the Company, any of its Subsidiaries or
    any Company Managed Practice, including the incurrence of
    expenses incurred by the Company, any of its Subsidiaries or any
    Company Managed Practice in consummating the transactions
    contemplated by this Agreement, or (6) the loss or reduction in
    business received from the entities agreed to in writing by
    Parent and the Company prior to the date of this Agreement; (ii)
    &#147;Parent Material Adverse Effect&#148; shall mean a material
    adverse effect on the ability of Parent or Acquisition to
    perform its obligations under this Agreement; (iii)
    &#147;Subsidiary&#148; shall mean, with respect to any party,
    any corporation, partnership, limited liability company, trust,
    joint venture or other organization or association, whether
    incorporated or unincorporated (A)&nbsp;of which such party or
    any other Subsidiary of such party is a general partner, (B) of
    which voting power to elect a majority of the board of directors
    or others performing similar functions with respect to such
    corporation, partnership, limited liability company, trust,
    joint venture or other organization is held by such party or by
    one or more of its Subsidiaries, (C)&nbsp;of which at least 50%
    of the equity interests (or economic equivalent) of such
    corporation, partnership, limited liability company, trust,
    joint venture or other organization are, directly or indirectly,
    owned or controlled by such party or by one or more of its
    Subsidiaries, or (D)&nbsp;except for Company Managed Practices,
    that has entered into a long-term management services agreement
    or other similar agreement with the Company or a Subsidiary
    thereof or whose practice has otherwise been acquired by the
    Company or a Subsidiary thereof, whether or not such
    organizations or associations are otherwise owned or controlled
    by the Company and/or one or more of its other Subsidiaries;
    (iv) &#147;Company Managed Practices&#148; shall mean the
    following medical pathology practices with which the Company or
    a Company Subsidiary has entered into management services or
    similar agreements to provide medical practice management
    services: Pathology Group of the MidSouth, P.C.; Associated
    Pathology Medical Group, Inc.; Ferrell, Olson, Moore, Pearson
    &#38; Bramlett, PLLC; and Raleigh Pathology Resources, Inc.; and
    (v) &#147;Person&#148; shall mean any natural person, firm,
    individual, partnership, joint venture, business trust, trust,
    association, corporation, company, unincorporated entity or
    other entity.
    </FONT></TD>
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(b)&nbsp;<I>Capital Structure.</I>
    </FONT></TD>
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    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(i)&nbsp;<I>The Company.</I> The authorized
    capital stock of the Company consists of 65,000,000&nbsp;shares
    of stock of which (A)&nbsp;60,000,000&nbsp;shares are Company
    Common Stock and (B)&nbsp;5,000,000&nbsp;shares are Preferred
    Stock, par value $.01 per share (the &#147;Preferred
    Stock&#148;). As of the close of business on December&nbsp;6,
    2002 (the &#147;Capitalization Date&#148;),
    30,661,075&nbsp;shares of Company Common Stock were issued and
    outstanding; no shares of Preferred Stock were issued and
    outstanding; no shares of Company Common Stock were held in the
    Company&#146;s treasury; 2,338,230&nbsp;shares of Company Common
    Stock were reserved for issuance pursuant to the outstanding
    Company Stock Options; 1,285&nbsp;shares of Company Common Stock
    were reserved for issuance upon exercise of the outstanding
    Company Warrants; and there were outstanding rights
    (&#147;Rights&#148;) with respect to 30,661,075 one
    one-thousandths of a share of Series&nbsp;A Junior Participating
    Preferred Stock of the Company under the Rights Agreement dated
    as of April&nbsp;8, 1999 between the Company and American Stock
    Transfer and Trust Company (the &#147;Rights Agreement&#148;).
    No bonds, debentures, notes or other indebtedness of the Company
    or any Subsidiary thereof having any right to vote with the
    stockholders (or other equityholders) of the Company or such
    Subsidiary on matters submitted to the stockholders (or other
    equityholders) of the Company or such Subsidiary (or any
    securities that are convertible into or exercisable or
    exchangeable for securities having such voting rights) are
    issued or outstanding. Since the Capitalization Date, no shares
    of capital stock of the Company and no other securities,
    directly or indirectly, convertible into, or exchangeable or
    exercisable for, capital stock of the Company have been issued,
    other than shares of Company Common Stock (and associated
    Rights) issued upon the exercise of Company Stock Options and/or
    Company Warrants outstanding on the
    </FONT></TD>
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    <TD align="left">
    <FONT size="2">Capitalization Date. Except as set forth above or
    on Schedule&nbsp;3.1(b)(i), there are no outstanding shares of
    capital stock of the Company or securities, directly or
    indirectly, convertible into, or exchangeable or exercisable
    for, shares of capital stock of the Company or any outstanding
    phantom stock, phantom stock rights, stock appreciation rights,
    restricted stock awards, dividend equivalent awards, or other
    stock-based awards or rights pursuant to which any Person is or
    may be entitled to receive any payment or other value based
    upon, relating to or valued by reference to the capital stock of
    the Company or the dividends paid on the capital stock of the
    Company or the revenues, earnings or financial performance,
    stock performance or any other attribute of the Company (other
    than ordinary course payments to Company employees) and, except
    as set forth on Schedule&nbsp;3.1(b)(i), there are no calls,
    rights (including preemptive rights), commitments or agreements
    (including employment, termination and similar agreements) to
    which the Company or any of its Subsidiaries is a party or by
    which it is bound, in any case obligating the Company or any of
    its Subsidiaries to issue, deliver, sell, purchase, redeem or
    acquire, any debt or equity securities of the Company, or
    obligating the Company or any of its Subsidiaries to grant,
    extend or enter into any such option, warrant, call, right,
    commitment or agreement. All outstanding shares of capital stock
    of the Company are validly issued, fully paid and nonassessable
    and are not subject to, and have not been issued in violation
    of, preemptive or other similar rights. The information
    contained on Schedules&nbsp;2.3(a) and 2.3(d) with respect to
    the Stock Plans, the Company Stock Options and the Company
    Warrants is true, correct and complete in all material respects.
    </FONT></TD>
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    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(ii)&nbsp;<I>Agreements Relating to Capital
    Stock.</I> Except as set forth in this Agreement or on
    Schedule&nbsp;3.1(b)(ii), there are not as of the date hereof
    any stockholder agreements, voting trusts or other agreements or
    understandings to which the Company is a party or by which it is
    bound relating to the voting of any shares of the capital stock
    of the Company. All registration rights agreements,
    stockholders&#146; agreements and voting agreements to which the
    Company or any of its Subsidiaries is a party are identified on
    Schedule&nbsp;3.1(b)(ii).
    </FONT></TD>
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    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iii)&nbsp;<I>Subsidiaries.</I> All Subsidiaries
    of the Company, their respective jurisdictions of organization,
    their respective forms of organization, holders of their
    respective outstanding capital stock or other equity interests,
    and their respective jurisdictions of qualification to do
    business are identified on Schedule&nbsp;3.1(b)(iii). Except as
    described on Schedule&nbsp;3.1(b)(iii), all outstanding shares
    of capital stock of, or other ownership interests in, the
    Subsidiaries of the Company are owned by the Company or a direct
    or indirect wholly-owned Subsidiary of the Company, free and
    clear of all pledges, liens, claims, charges, security interests
    or other encumbrances (collectively, &#147;Liens&#148;). All
    such issued and outstanding shares of capital stock or other
    ownership interests are validly issued, fully paid and
    nonassessable and no such shares or other ownership interests
    have been issued in violation of any preemptive or similar
    rights. No shares of capital stock of, or other ownership
    interests in, any Subsidiary of the Company are reserved for
    issuance. There are no outstanding securities convertible into,
    or exchangeable or exercisable for, shares of capital stock of,
    or other ownership interests in, any Subsidiary of the Company.
    Except as set forth on Schedule&nbsp;3.1(b)(iii), there are no
    calls, rights (including preemptive rights), commitments or
    agreements (including employment, termination and similar
    agreements) to which the Company or any of its Subsidiaries is a
    party or by which it is bound, in any case obligating the
    Company or any of its Subsidiaries to issue, deliver, sell,
    purchase, redeem or acquire, any debt or equity securities of
    any Subsidiary of the Company.
    </FONT></TD>
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iv)&nbsp;<I>Investments.</I> Except for the
    capital stock or other ownership interests of its Subsidiaries,
    and except as set forth on Schedule&nbsp;3.1(b)(iv), the Company
    does not own, directly or indirectly, (i)&nbsp;any shares of
    outstanding capital stock or securities convertible into or
    exchangeable for capital stock of any other corporation or
    (ii)&nbsp;any equity or other participating interest in the
    revenues or profits of any corporation, partnership, limited
    liability company, joint venture or other entity, association or
    business enterprise and the Company is not subject to any
    obligation to make any investment (in the form of a loan,
    capital contribution or otherwise) in
    </FONT></TD>
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    <TD align="left">
    <FONT size="2">any corporation, partnership, limited liability
    company, joint venture or other entity, association or business
    enterprise.
    </FONT></TD>
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(c)&nbsp;<I>Authority; No Violations; Consents
    and Approvals.</I>
    </FONT></TD>
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    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(i)&nbsp;The Company has all requisite corporate
    power and authority to enter into this Agreement and, subject to
    the adoption of this Agreement by the holders of a majority of
    the outstanding shares of Company Common Stock (the
    &#147;Company Stockholder Approval&#148;), to consummate the
    transactions contemplated by this Agreement. The Company&#146;s
    execution and delivery of this Agreement and, subject to the
    Company Stockholder Approval, the consummation of the
    transactions contemplated hereby by the Company have been duly
    authorized by all necessary corporate action on the part of the
    Company. This Agreement has been duly executed and delivered by
    the Company and, assuming the due execution and delivery by
    Parent and Acquisition, constitutes the valid and binding
    obligation of the Company enforceable against the Company in
    accordance with its terms except as the enforcement hereof may
    be limited by (A)&nbsp;applicable bankruptcy, insolvency,
    reorganization, moratorium, fraudulent conveyance or other
    similar Laws now or hereafter in effect relating to
    creditors&#146; rights generally and (B)&nbsp;general principles
    of equity (regardless of whether enforceability is considered in
    a proceeding at law or in equity).
    </FONT></TD>
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(ii)&nbsp;Except as set forth on
    Schedule&nbsp;3.1(c)(ii), the execution and delivery of this
    Agreement and the consummation of the transactions contemplated
    hereby by the Company will not (A)&nbsp;conflict with, or result
    in any breach or violation of, or default (with or without
    notice or the lapse of time, or both) under, or give rise to a
    right of termination, cancellation, modification or acceleration
    of any material obligation under, or the loss of any material
    assets (including any material intellectual property assets) or
    the creation of any Lien under (any of the foregoing, a
    &#147;Violation&#148;), any provision of the certificate or
    articles of incorporation or bylaws (or other organizational
    documents) of the Company or any of its Subsidiaries or
    (B)&nbsp;result in any Violation of (1)&nbsp;any loan or credit
    agreement, note, bond, mortgage, deed of trust, indenture,
    lease, Plan (as hereinafter defined), Company Permit (as
    hereinafter defined), or other agreement, obligation,
    instrument, concession, franchise or license to which the
    Company or any Subsidiary of the Company is a party or by which
    any of their respective properties or assets are bound or
    (2)&nbsp;assuming that all consents, approvals, authorizations
    and other actions described in Section&nbsp;3.1(c)(iii) have
    been obtained and all filings and other obligations described in
    Section&nbsp;3.1(c)(iii) have been made, any Laws applicable to
    the Company or any of its Subsidiaries or their respective
    properties or assets, or (3)&nbsp;any Order (as hereinafter
    defined) applicable to the Company or any of its Subsidiaries or
    their respective properties or assets except, in the case of
    clause&nbsp;(B) only, for any Violations that, individually or
    in the aggregate, have not had and would not reasonably be
    expected to have a Company Material Adverse Effect. For purposes
    of this Agreement, &#147;Order&#148; shall mean any writ,
    judgment, decree, award, consent decree, waiver, stipulation,
    consent, settlement agreement, subpoena, complaint, citation,
    notice, summons, temporary restraining order, temporary or
    permanent injunction, stay, ruling or order of any Governmental
    Entity applicable to a Person or such Person&#146;s Subsidiaries
    or their respective properties or assets.
    </FONT></TD>
</TR>

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    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iii)&nbsp;No consent, approval, franchise,
    license, order or authorization of, or registration, declaration
    or filing with, notice, application or certification to, or
    permit, waiver or exemption from any court, tribunal, judicial
    body, arbitrator, stock exchange, administrative or regulatory
    agency, body or commission or other governmental or
    quasi-governmental authority or instrumentality, whether local,
    state or federal, domestic or foreign (each a &#147;Governmental
    Entity&#148;), is required by or with respect to the Company or
    any of its Subsidiaries in connection with the execution and
    delivery of this Agreement by the Company or the consummation by
    the Company of the transactions contemplated hereby, except for
    (A)&nbsp;the filing of a pre-merger notification and report form
    by the Company under the Hart-Scott-Rodino Antitrust
    Improvements Act of 1976, as amended (the &#147;HSR Act&#148;),
    (B)&nbsp;the filing with the SEC of (1)&nbsp;a proxy
    </FONT></TD>
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    <TD align="left">
    <FONT size="2">statement in preliminary form and in definitive
    form for distribution to the stockholders of the Company in
    advance of the Special Meeting (as hereinafter defined) in
    accordance with Regulation&nbsp;14A promulgated under the
    Securities Exchange Act of 1934, as amended (the &#147;Exchange
    Act&#148;) (such proxy statement as amended or supplemented from
    time to time being hereinafter referred to as the &#147;Proxy
    Statement&#148;) and (2)&nbsp;such reports under and such other
    compliance with the Exchange Act as may be required in
    connection with this Agreement and the transactions contemplated
    hereby, (C)&nbsp;the filing of the Certificate of Merger and any
    related documents with the Secretary of State of the State of
    Delaware and appropriate documents, if any, with the relevant
    authorities of other states in which the Company does business,
    (D)&nbsp;compliance with any applicable requirements of state
    blue sky, securities or takeover Laws or Nasdaq or stock
    exchange listing requirements; (E)&nbsp;those items listed on
    Schedule&nbsp;3.1(c)(iii); and (F)&nbsp;such other consents,
    approvals, franchises, licenses, orders, authorizations,
    registrations, declarations, filings, notices, applications,
    certifications, permits, waivers and exemptions the failure of
    which to be obtained or made has not and would not reasonably be
    expected to have a Company Material Adverse Effect.
    </FONT></TD>
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    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(d)&nbsp;<I>Disclosure Documents.</I> The Company
    has made available to Parent and Acquisition a true and complete
    copy of each report, schedule, registration statement and
    definitive proxy statement filed by the Company with the SEC
    since December&nbsp;31, 1998 (the &#147;Company SEC
    Documents&#148;), which are all the documents that the Company
    was required to file with the SEC since December&nbsp;31, 1998.
    No Subsidiary of the Company is or has been required to file any
    documents with the SEC. As of their respective dates, the
    Company SEC Documents complied in all material respects with the
    requirements of the Securities Act of 1933, as amended (the
    &#147;Securities Act&#148;) or the Exchange Act, as the case may
    be, and the rules and regulations of the SEC promulgated
    thereunder, and none of the Company SEC Documents contained any
    untrue statement of a material fact or omitted 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 financial statements
    of the Company included in the Company SEC Documents complied as
    to form in all material respects with the published rules and
    regulations of the SEC with respect thereto, were prepared in
    accordance with generally accepted accounting principles
    (&#147;GAAP&#148;) applied on a consistent basis during the
    periods involved (except as may be indicated in the notes
    thereto or, in the case of unaudited statements, as permitted by
    Form&nbsp;10Q or Rule&nbsp;10-01 of Regulation&nbsp;S-X of the
    SEC) and present fairly in all material respects the
    consolidated financial position of the Company and its
    consolidated Subsidiaries as of their respective dates and the
    consolidated results of operations and the consolidated cash
    flows of the Company and its consolidated Subsidiaries for the
    periods presented therein (subject, in the case of the unaudited
    statements, to year-end audit adjustments, as permitted by
    Rule&nbsp;10-01, and any other adjustments described therein).
    </FONT></TD>
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(e)&nbsp;<I>Information Supplied.</I> None of the
    information to be supplied by the Company specifically for
    inclusion or incorporation by reference in the Proxy Statement
    will, on the date it is first mailed to the holders of the
    Company Common Stock or on the date (the &#147;Meeting
    Date&#148;) of the related Special Meeting, contain any untrue
    statement of a material fact or omit to state any material fact
    required to be stated therein or necessary in order to make the
    statements therein, in light of the circumstances under which
    they are made, not misleading. If at any time prior to the
    Meeting Date, any event with respect to the Company, or with
    respect to information supplied by the Company specifically for
    inclusion in the Proxy Statement, shall occur which is required
    to be described in an amendment of, or supplement to, the Proxy
    Statement, such event shall be so described by the Company. All
    documents that the Company is responsible for filing with the
    SEC in connection with the transactions contemplated herein will
    comply as to form, in all material respects, with the applicable
    provisions of the Exchange Act, and each such document required
    to be filed with any Governmental Entity other than the SEC will
    comply in all material respects with the provisions of
    applicable Law as to the information required to be contained
    therein. Notwithstanding the foregoing, the Company makes no
    representation or warranty with respect to the information
    supplied or to be supplied by Parent or Acquisition for
    inclusion or incorporation by reference in the Proxy Statement.
    </FONT></TD>
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(f)&nbsp;<I>Compliance With Laws and Permits
    Generally.</I> The Company, its Subsidiaries and the Company
    Managed Practices hold all permits, licenses, variances,
    exemptions, orders, franchises, authorizations and approvals of
    all Governmental Entities necessary for the lawful conduct of
    their respective businesses (each a &#147;Company Permit&#148;)
    and are in compliance with the terms thereof, except where the
    failure to hold such Company Permit or to be in compliance with
    the terms thereof has not and would not reasonably be expected
    to, individually or in the aggregate, have a Company Material
    Adverse Effect. The conduct by the Company, its Subsidiaries and
    the Company Managed Practices of their respective businesses has
    been and is in compliance with all applicable Laws, with such
    exceptions as have not and would not reasonably be expected to
    have, individually or in the aggregate, a Company Material
    Adverse Effect. Except as set forth on Schedule&nbsp;3.1(f), no
    investigation or review by any Governmental Entity with respect
    to the Company, any of its Subsidiaries or any Company Managed
    Practice is pending or, to the knowledge of the Company, has
    been threatened which has had or would reasonably be expected to
    have, individually or in the aggregate, a Company Material
    Adverse Effect. The Company has delivered to Parent a true and
    correct copy of the Company&#146;s Corporate Compliance Program,
    including all Executive Corporate Compliance Committee minutes,
    all policies and procedures thereof, interpretive guidance,
    employee training programs and all hotline actions or
    non-actions (the &#147;Compliance Program&#148;) and all similar
    documents relating to any other body established by the Company
    for the purpose of monitoring compliance efforts by the Company,
    its Subsidiaries and the Company Managed Practices. The
    Compliance Program is in full force and effect, and such
    documents represent a full, true, complete and accurate
    reference and listing of all policies and requirements addressed
    therein and the matters determined or reviewed pursuant to the
    Compliance Program.
    </FONT></TD>
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    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(g)&nbsp;<I>Licenses, Authorizations and Provider
    Permits.</I>
    </FONT></TD>
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    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(i)&nbsp;Except as set forth on
    Schedule&nbsp;3.1(g)(i), the Company, each of its Subsidiaries
    and each Company Managed Practice and each individual required
    by law or regulation to be licensed, certified or otherwise
    approved by a Governmental Entity and engaged by the Company, a
    Subsidiary of the Company or a Company Managed Practice to
    provide pathology services: (A)&nbsp;is the holder of all valid
    licenses and other rights and authorizations required by Law and
    necessary for the Company, its Subsidiaries and the Company
    Managed Practices to operate their respective businesses and for
    such individuals to provide pathology services; and
    (B)&nbsp;where required, is certified for participation and
    reimbursement under Titles&nbsp;XVIII and XIX of the Social
    Security Act (the &#147;Medicare and Medicaid Programs&#148;
    and, together with such other similar federal, state or local
    reimbursement or governmental programs for which the Company,
    its Subsidiaries and the Company Managed Practices are eligible
    are hereinafter referred to collectively as the &#147;Government
    Programs&#148;) and has current provider agreements for such
    Government Programs and with such private non-governmental
    programs, including any private insurance program, under which
    the Company, any of its Subsidiaries or any Company Managed
    Practice directly or indirectly are presently receiving payments
    (such non-governmental programs herein referred to as
    &#147;Private Programs&#148;), except for any failures to have
    any of such items referenced in the foregoing clauses
    (A)&nbsp;or (B)&nbsp;that have not and would not reasonably be
    expected to have, individually or in the aggregate, a Company
    Material Adverse Effect. Except as set forth on
    Schedule&nbsp;3.1(g)(i), there are no surveys of the Company,
    any of its Subsidiaries or any Company Managed Practice or their
    respective facilities that have been or are being conducted in
    connection with any Government Program, Private Program or
    licensing or accrediting body for which there are uncorrected
    deficiencies.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(ii)&nbsp;Except as set forth on
    Schedule&nbsp;3.1(g)(ii), no Violation or Order or deficiency
    exists with respect to any of the items listed on
    Schedule&nbsp;3.1(g)(i), except for any such Violations, Orders
    or deficiencies that have not and would not reasonably be
    expected to have, individually or in the aggregate, a Company
    Material Adverse Effect. None of the Company, any of its
    Subsidiaries or any Company Managed Practice has received any
    notice of any action pending or recommended by any state or
    federal agencies having jurisdiction over the items listed on
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">A-13
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    <TD width="94%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">Schedule&nbsp;3.1(g)(i), either to revoke,
    withdraw or suspend any material license, right or
    authorization, or to terminate the participation of the Company,
    any of its Subsidiaries or any Company Managed Practice in any
    Government Program or Private Program. No event has occurred
    which, with or without the giving of notice, the passage of
    time, or both, would reasonably be expected to result in a
    Violation, Order or deficiency with respect to any of the items
    listed on Schedule&nbsp;3.1(g)(i) or a revocation, withdrawal or
    suspension of any such license, or a termination or modification
    of the participation of the Company, any of its Subsidiaries or
    any Company Managed Practice in any Government Program or
    Private Program, except for any such events that have not and
    would not reasonably be expected to have, individually or in the
    aggregate, a Company Material Adverse Effect. To the knowledge
    of the Company, there has been no decision not to renew any
    provider or third-party payor agreement with the Company, any of
    its Subsidiaries, or any Company Managed Practice. Except as
    listed on Schedule&nbsp;3.1(g)(i), no consent or approval of,
    prior filing with or notice to, or any action by, any
    Governmental Entity 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 the Company, its Subsidiaries and the Company
    Managed Practice after the Merger on a basis that is consistent
    with past practices.
    </FONT></TD>
</TR>

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    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iii)&nbsp;The Company, each of its Subsidiaries
    and each Company Managed Practice have timely filed all reports
    and billings required to be filed with respect to the Government
    Programs and Private Programs, all fiscal intermediaries and
    other third party payors and all such reports are complete and
    accurate in all material respects and have been prepared in
    accordance with all applicable Laws and principles governing
    reimbursement and payment claims, except for any failures to
    comply with such requirements that have not and would not
    reasonably be expected to have, individually or in the
    aggregate, a Company Material Adverse Effect. The Company, each
    of its Subsidiaries and each Company Managed Practice have paid
    or caused to be paid or have properly reflected in the most
    recent financial statements included in the Company SEC
    Documents filed prior to the date hereof all known and
    undisputed refunds, overpayments, discounts or adjustments which
    have become due pursuant to such reports and have no liability
    under any Government Program or Private Program 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 such
    financial statements or disclosed herein or on
    Schedule&nbsp;3.1(g)(iii) or that would not, individually or in
    the aggregate, have a Company Material Adverse Effect. Except as
    set forth on Schedule&nbsp;3.1(g)(iii), to the knowledge of the
    Company, there are no pending appeals, adjustments, challenges,
    audits, litigation, or notices of intent to challenge any
    billings or accounts receivable of the Company, any Subsidiary
    or any Company Managed Practice, including those generated by
    licensed professionals engaged by the Company or any Subsidiary
    of the Company that are material or outside of the ordinary
    course of business.
    </FONT></TD>
</TR>

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    <TD width="97%"></TD>
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(h)&nbsp;<I>Health Care Laws and Regulations.</I>
    </FONT></TD>
</TR>

</TABLE>
<P>

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    <TD width="6%"></TD>
    <TD width="94%"></TD>
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(i)&nbsp;Except as set forth on
    Schedule&nbsp;3.1(h)(i), the structure, operations and
    contractual arrangements of the Company, its Subsidiaries and
    the Company Managed Practices are such that none of the Company,
    any of its Subsidiaries or any Company Managed Practice has
    engaged in any activities which are prohibited under applicable
    federal, state or local statutes or regulations, including
    Medicare and Medicaid statutes and regulations, 42&nbsp;U.S.C.
    Sections&nbsp;1320a-7a and 1320a-7b, or the regulations
    promulgated pursuant to such statutes or similar or related
    state or local statutes or regulations, prohibitions on fee
    splitting and the corporate practice of medicine, or which
    otherwise constitute or would reasonably be expected to
    constitute fraud, or that would cause any physician employed by
    or under contract with any of the Company, its Subsidiaries or
    Company Managed Practices to violate any of such statutes or
    regulations, including, without limitation, the following:
    (A)&nbsp;making or causing to be made a
    </FONT></TD>
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    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">false statement or representation of a material
    fact in any application for any benefit or payment;
    (B)&nbsp;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 (C)&nbsp;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 (1)&nbsp;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 any Government
    Program or any Private Program, (2)&nbsp;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 any Government Program or Private Program;
    other than any of such items which have not had and would not
    reasonably be expected to have, individually or in the
    aggregate, a Company Material Adverse Effect.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(ii)&nbsp;All agreements of the Company, its
    Subsidiaries and the Company Managed Practices with third-party
    payors were entered into by the Company, its Subsidiaries and
    the Company Managed Practices in the ordinary course of
    business. The Company, its Subsidiaries and the Company Managed
    Practices are in compliance with each of their respective
    third-party payor agreements, and the Company, each of its
    Subsidiaries and the Company Managed Practices have charged and
    billed in accordance with the terms of their respective
    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 has not had and would not, individually
    or in the aggregate, reasonably be expected to have a Company
    Material Adverse Effect.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iii)&nbsp;The Company, each of its Subsidiaries
    and the Company Managed Practices have timely and accurately
    filed all requisite claims and other reports required to be
    filed in connection with all state and federal health care
    programs (including, without limitation, the Government Programs
    in which the Company, any of its Subsidiaries or the Company
    Managed Practices participate) except to the extent that the
    failure to file such claims and reports has not had and would
    not reasonably be expected to have a Company Material Adverse
    Effect. Except as set forth on Schedule&nbsp;3.1(h)(iii), there
    are no claims, actions, suits, proceedings or investigations
    pending or, to the knowledge of the Company, threatened or
    scheduled, by or before any Governmental Entity, including any
    intermediary, carrier, the Administrator of the Centers for
    Medicare and Medicaid Services (&#147;CMS&#148;), or any other
    state or federal agency with respect to any Government Program
    claim filed by the Company, any of its Subsidiaries or any
    Company Managed Practice, or program compliance matters, which
    have had or would reasonably be expected to have a Company
    Material Adverse Effect. The Company has delivered to Parent and
    Acquisition accurate and complete copies of pleadings and
    material correspondence relating to the claims, actions, suits,
    proceedings or investigations set forth on
    Schedule&nbsp;3.1(h)(iii). Except for routinely scheduled
    reviews, no valid review or program integrity review related to
    the Company, any of its Subsidiaries or any Company Managed
    Practice has been conducted by any Governmental Entity in
    connection with Government Programs and no such review is
    scheduled, pending or to the knowledge of the Company,
    threatened against or affecting the Company, any of its
    Subsidiaries or any Company Managed Practice or any of their
    respective businesses, assets, or the consummation of the
    transactions contemplated hereby except as would not have and
    would not reasonably be expected to have a Material Adverse
    Effect.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iv)&nbsp;Each facility currently operated by the
    Company, any of its Subsidiaries or any Company Managed Practice
    charges rates and accordingly bills for services which are legal
    and proper. Except as set forth in Schedule&nbsp;3.1(h)(iv),
    neither the Company, its Subsidiaries or any Company Managed
    Practice is subject to any retroactive adjustment of
    reimbursement rates by a third-party payor except for a
    retroactive adjustment that is generally applicable to the
    clinical or anatomical pathology providers.
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">A-15
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    <TD width="94%"></TD>
</TR>

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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(v)&nbsp;Except as set forth on
    Schedule&nbsp;3.1(h)(v), (a)&nbsp;no physician who has a
    &#147;financial relationship&#148;, as that term is defined in
    42&nbsp;U.S.C. Section&nbsp;1395nn and the regulations
    promulgated pursuant thereto (&#147;Stark&nbsp;II&#148;),
    whether an investment or ownership interest or compensation
    arrangement (a &#147;Financial Relationship&#148;) with the
    Company or any of its Subsidiaries or any Company Managed
    Practice practices any medical specialty other than pathology
    and also refers patients to the Company, any of its Subsidiaries
    or any Company Managed Practice; and (b)&nbsp;no physician
    having a Financial Relationship with the Company, any of its
    Subsidiaries or Company Managed Practices, and no physician
    whose immediate family member has such a Financial Relationship
    with the Company, any of its Subsidiaries or Company Managed
    Practices, directly or indirectly refers patients or services to
    the Company, any of its Subsidiaries or any Company Managed
    Practice other than referrals which comply with (or are exempt
    from) the requirements of Stark&nbsp;II.
    </FONT></TD>
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(i)&nbsp;<I>Litigation; Inspections and
    Investigations.</I>
    </FONT></TD>
</TR>

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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(i)&nbsp;Except as set forth and described on
    Schedule&nbsp;3.1(i)(i), there is no claim, suit, action or
    proceeding pending or, to the knowledge of the Company,
    threatened against or affecting the Company, any of its
    Subsidiaries or any Company Managed Practice or any Person that
    the Company, any such Subsidiary or any Company Managed Practice
    has agreed to indemnify in respect thereof (&#147;Company
    Litigation&#148;) the resolution of which has had or would
    reasonably be expected to have, individually or in the
    aggregate, a Company Material Adverse Effect, nor is there any
    material Order outstanding against the Company, any of its
    Subsidiaries or any Company Managed Practice or affecting any of
    their respective properties or assets.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(ii)&nbsp;Except as set forth and described in
    Schedule&nbsp;3.1(i)(ii), (A)&nbsp;no right of the Company, any
    of its Subsidiaries, any Company Managed Practice or any
    licensed professional employed or under contract with the
    Company, any of its Subsidiaries or any Company Managed
    Practice, or any officer or director of the Company, any
    Subsidiary or any Company Managed Practice, is excluded from
    participation in any Government Program is, to the knowledge of
    the Company, excluded from Participation in any Private Program
    due to fraud or inferior or incompetent practice of medicine, or
    is currently suspended from receiving payments pursuant to any
    Government Program or Private Program as a result of any
    investigation or action whether by any federal or state
    governmental regulatory authority or other third party,
    (B)&nbsp;none of the Company, any of its Subsidiaries or any
    Company Managed Practice or any licensed professional or other
    individual affiliated with the Company any of its Subsidiaries
    or any Company Managed Practice (including directors, officers
    and employees of the Company, its Subsidiaries and the Company
    Managed Practices), has during the past three (3)&nbsp;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, certifying agency or
    other Governmental Entity for the purpose of any alleged
    improper activity on the part of such entity or individual,
    other than routine audits or inquiries (a)&nbsp;under the CMS
    audit programs or (b)&nbsp;by state or local agencies, nor has
    the Company, any of its Subsidiaries or any Company Managed
    Practice received any notice of deficiency in connection with
    its operations that remains open, (C)&nbsp;there are not
    presently and the Company will take and cause its Subsidiaries
    to take its reasonable best efforts so that, on the Closing Date
    there will not be any, outstanding deficiencies or work orders
    of any Governmental Entity having jurisdiction over the Company
    or any of its Subsidiaries, or other third party, requiring
    conformity to any applicable agreement or Law, including but not
    limited to, the Government Programs and Private Programs, and
    (D)&nbsp;none of the Company, any of its Subsidiaries or any
    Company Managed Practice has received any notice of any claim,
    requirement or demand of any licensing or certifying agency or
    other body supervising or having authority over the Company, any
    of its Subsidiaries or any Company Managed Practice or their
    respective 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
    other than any of such items
    </FONT></TD>
</TR>

</TABLE>

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    <TD align="left">
    <FONT size="2">required to be disclosed in
    Schedule&nbsp;3.1(i)(ii) under the foregoing clauses
    (A)&nbsp;through (D)&nbsp;which have not and would not
    reasonably be expected to have, individually or in the
    aggregate, a Company Material Adverse Effect.
    </FONT></TD>
</TR>

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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(j)&nbsp;<I>Taxes.</I>
    </FONT></TD>
</TR>

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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(i)&nbsp;Each of the Company, its Subsidiaries
    and any affiliated, combined or unitary group of which any such
    corporation is currently or was a member for federal, state or
    local income tax purposes (it being understood that in the case
    of any such group the following representations and warranties
    shall apply only with respect to any period of time during which
    the Company or any of its Subsidiaries was a member of such
    group) (A)&nbsp;has filed or caused to be filed all material tax
    returns, reports, declarations, estimates, information returns
    and statements (&#147;Tax Returns&#148;) required to be filed by
    it, or requests for extensions to file such Tax Returns have
    been timely filed and granted and have not expired, and such Tax
    Returns are true, correct and complete in all material respects;
    (B) has paid in full (or the Company has paid on its behalf) or
    made adequate provision in the Company&#146;s accounting records
    for all taxes for all past and current periods for which the
    Company or any of its Subsidiaries is liable; and (C)&nbsp;has
    complied in all material respects with all applicable Laws
    relating to the payment and withholding of taxes and has in all
    material respects timely withheld from employee wages and paid
    over to the proper Governmental Entities all amounts required to
    be so withheld and paid over. The most recent financial
    statements contained in the Company SEC Documents reflect
    adequate reserves for all taxes payable by the Company and its
    Subsidiaries for all taxable periods and portions thereof
    accrued through the date of such financial statements. Schedule
    3.1(j) sets forth the last taxable period through which the
    federal income Tax Returns of the Company and any of its
    Subsidiaries have been examined by the Internal Revenue Service
    or otherwise closed. All deficiencies asserted as a result of
    such examinations and any examination by any applicable state,
    local or foreign taxing authority which have not been or will
    not be appealed or contested in a timely manner have been paid,
    fully settled or adequately provided for in the most recent
    financial statements contained in the Company SEC Documents.
    Except as set forth on Schedule 3.1(j), no federal, state, local
    or foreign tax audits or other administrative proceedings or
    court proceedings are currently pending with regard to any
    federal, state, local or foreign taxes for which the Company or
    any of its Subsidiaries would be liable, and no deficiencies for
    any such taxes have been proposed, asserted or assessed in
    writing, or to the knowledge of the Company or any of its
    Subsidiaries, threatened against the Company or any of its
    Subsidiaries pursuant to such examination of the Company or any
    of its Subsidiaries by such federal, state, local or foreign
    taxing authority with respect to any period. Except as set forth
    on Schedule&nbsp;3.1(j), no requests for waivers of the time to
    assess any taxes against the Company or any of its Subsidiaries
    have been granted or are pending and neither the Company nor any
    of its Subsidiaries has executed (or will execute prior to the
    Effective Time) any closing agreement pursuant to
    Section&nbsp;7121 of the Code, or any predecessor provision
    thereof or any similar provision of state, local or foreign
    income tax Law that relates to the assets or operations of the
    Company or any of its Subsidiaries. Neither the Company nor any
    of its Subsidiaries is a party to any agreement providing for
    the allocation or sharing of liability for any taxes. The
    Company has made available to Parent and Acquisition complete
    and accurate copies of all income and franchise Tax Returns and
    all other material Tax Returns filed by or on behalf of the
    Company or any of its Subsidiaries for the taxable years ending
    on or after December&nbsp;31, 1997. Except as set forth on
    Schedule&nbsp;3.1(j), none of the Company or any of its
    Subsidiaries (i)&nbsp;has been a member of any &#147;affiliated
    group&#148; (within the meaning of Section&nbsp;1504 of the
    Code) filing a consolidated federal income tax return (other
    than a group the common parent of which was the Company),
    (ii)&nbsp;has any liability for the taxes of any Person (other
    than the Company and its Subsidiaries) under Treasury
    Regulation&nbsp;Section&nbsp;1.1502-6 (or any similar provision
    of state or local law), as a transferee or successor, by
    contract or otherwise, (iii)&nbsp;has any liability or potential
    liability for taxes from any &#147;deferred intercompany
    transaction&#148; under Treasury
    Regulation&nbsp;Sections&nbsp;1.1502-13 or 1.1502-14 (or any
    similar provision of state or local law),
    </FONT></TD>
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    <TD align="left">
    <FONT size="2">(iv)&nbsp;has an &#147;excess loss account&#148;
    within the meaning of Treasury
    Regulation&nbsp;Section&nbsp;1.1502-19 with respect to the stock
    of any Subsidiary, (v)&nbsp;will be required to include any item
    of income in, or exclude any item of deduction from, taxable
    income for any taxable period (or portion thereof) ending after
    the Closing Date as a result of any change in method of
    accounting for a taxable period ending on or prior to the
    Closing Date under Section&nbsp;481(c) of the Code (or any
    similar provision of state or local law) except to the extent
    required by the consummation of the transactions provided for in
    this Agreement or (vi)&nbsp;is a party to any &#147;tax
    shelter&#148; transaction that is reasonably likely to give rise
    to a penalty under Section&nbsp;6662(d) of the Code.
    Section&nbsp;162(m) of the Code has not and will not apply to
    disallow or otherwise limit the deductibility of any
    compensation realized by any employee of the Company or any of
    its Subsidiaries, whether such compensation results from the
    payment of salary and bonus, the exercise of employee stock
    options or otherwise. Other than as the parties hereto have
    discussed, neither the Company nor any of its Subsidiaries has
    made any payments subject to Section&nbsp;280G of the Code, or
    is obligated to make any such payments that will not be
    deductible under Section&nbsp;280G of the Code, 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&nbsp;280G of the Code. Neither the Company nor any of
    its Subsidiaries has been a United States real property holding
    corporation within the meaning of Section&nbsp;897(c)(2) of the
    Code during the applicable period specified in
    Section&nbsp;897(c)(1)(A)(ii) of the Code. As used in this
    Agreement the term &#147;taxes&#148; includes all federal,
    state, local and foreign or other taxing authority income,
    franchise, property, sales, use, ad valorem, payroll, social
    security, unemployment, assets, value added, withholding,
    excise, severance, transfer, employment, alternative or add-on
    minimum and other taxes, charges, fees, levies, imports, duties,
    licenses or other assessments including obligations for
    withholding taxes from payments due or made to any other person,
    together with any interest, penalties or additional amounts
    imposed by any taxing authority or additions to tax.
    </FONT></TD>
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<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(k)&nbsp;<I>Pension and Benefit Plans; ERISA.</I>
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="94%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(i)&nbsp;For purposes of this Agreement, the term
    &#147;Plan&#148; shall refer to any of the following maintained
    by the Company, any of its Subsidiaries or any of their
    respective ERISA Affiliates (as defined below), or with respect
    to which the Company, any of its Subsidiaries or any of their
    respective ERISA Affiliates contributes or has any obligation to
    contribute or has any liability (including a liability arising
    out of an indemnification, guarantee, hold harmless or similar
    agreement to which the Company, a Subsidiary thereof or ERISA
    Affiliate is a party): any plan, program, agreement or
    commitment, whether written or oral, which is a broad-based
    executive compensation, incentive bonus or other bonus, employee
    pension, profit-sharing, savings, retirement, stock option,
    stock purchase, severance pay, life, health, disability or
    accident insurance plan, or other material employee benefit plan
    including any &#147;employee benefit plan&#148; as defined in
    Section&nbsp;3(3) of the Employee Retirement Income Security Act
    of 1974, as amended (&#147;ERISA&#148;). Schedule&nbsp;3.1(k)(i)
    sets forth each employment agreement with an officer who is
    entitled to receive at least $100,000 per year from the Company
    or any of its Subsidiaries (other than employment agreements
    terminable without material liability on not more than sixty
    (60)&nbsp;days&#146; notice).
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(ii)&nbsp;Schedule&nbsp;3.1(k)(ii) identifies
    each Plan. Except as set forth on Schedule&nbsp;3.1(k)(ii), none
    of the Company, its Subsidiaries or any of their respective
    ERISA Affiliates has maintained or contributed to any of the
    following:
    </FONT></TD>
</TR>

</TABLE>
<P>

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<TR>
    <TD width="10%"></TD>
    <TD width="90%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(A)&nbsp;a defined benefit plan subject to Title
    IV of ERISA;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(B)&nbsp;a &#147;Multiemployer plan&#148; as
    defined in Section&nbsp;4001 of ERISA; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(C)&nbsp;a &#147;Multiple Employer Plan&#148; as
    that term is defined in Section&nbsp;413(a) of the Code.
    </FONT></TD>
</TR>

</TABLE>

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    <TD width="6%"></TD>
    <TD width="94%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iii)&nbsp;No event has occurred and no condition
    or circumstance currently exists, in connection with which the
    Company, any of its Subsidiaries, their respective ERISA
    Affiliates or any Plan, directly or indirectly, could be subject
    to any liability under ERISA, the Code or any other Law
    applicable to any Plan which has had or would reasonably be
    expected to have a Company Material Adverse Effect.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iv)&nbsp;With respect to each Plan, (A)&nbsp;all
    material payments due from the Company or any of its
    Subsidiaries to date have been made and all material amounts
    that should be accrued (in accordance with GAAP) as liabilities
    of the Company or any of its Subsidiaries which have not been
    paid have been properly recorded on the books of the Company,
    (B)&nbsp;each such Plan which is an &#147;employee pension
    benefit plan&#148; (as defined in Section&nbsp;3(2) of ERISA)
    and intended to qualify under Section&nbsp;401 of the Code has
    either received a favorable determination letter from the
    Internal Revenue Service with respect to such qualifications as
    of the date specified in Schedule&nbsp;3.1(k)(iv) or has timely
    filed for such a determination letter with the Internal Revenue
    Service, and nothing has occurred since the date of such letter
    that has resulted in or would reasonably be expected to result
    in a tax qualification defect which has had or would reasonably
    be expected to have a Company Material Adverse Effect, and
    (C)&nbsp;there are no material actions, suits or claims pending
    or, to the Company&#146;s knowledge, threatened with respect to
    such Plan or against the assets of such Plan, other than routine
    claims for benefits.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(v)&nbsp;Except as disclosed in
    Schedule&nbsp;3.1(k)(v), each Plan has been operated and
    administered in accordance with its terms and in compliance with
    applicable ERISA provisions and the Code, except where any such
    non-compliance has not and would not reasonably be expected to
    have a Company Material Adverse Effect.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(vi)&nbsp;Neither the Company nor any of its
    ERISA Affiliates, nor to the knowledge of the Company, any other
    &#147;disqualified person&#148; or &#147;party in interest&#148;
    (as defined in Section&nbsp;4975 of the Code and
    Section&nbsp;3(14) of ERISA, respectively) with respect to a
    Plan has breached the fiduciary rules of ERISA or engaged in a
    prohibited transaction which could subject the Company or any of
    its Subsidiaries to any tax or penalty imposed under
    Section&nbsp;4975 of the Code or Section&nbsp;502(i), (j), or
    (l)&nbsp;of ERISA, where any such breach, tax or penalty has had
    or would reasonably be expected to have a Company Material
    Adverse Effect.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(vii)&nbsp;All reporting and disclosure
    obligations imposed under ERISA and the Code have been satisfied
    with respect to each Plan, except where any failure to satisfy
    such obligations has not had and would not reasonably be
    expected to have a Company Material Adverse Effect.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(viii)&nbsp;Each Plan which is subject to the
    requirements of the Consolidated Omnibus Budget Reconciliation
    Act of 1985 (&#147;COBRA&#148;) and the Health Insurance
    Portability and Accountability Act (&#147;HIPAA&#148;) has been
    maintained in compliance with COBRA and HIPAA, including all
    notice requirements, and no tax payable on account of
    Section&nbsp;4980B or any other section of the Code has been or
    is expected to be incurred with respect to any Plan, except
    where any such noncompliance or tax has not had and would not
    reasonably be expected to have a Company Material Adverse Effect.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(ix)&nbsp;The Company has made available to
    Parent and Acquisition, with respect to each Plan for which the
    following exists:
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="10%"></TD>
    <TD width="90%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(A)&nbsp;a copy of the most recent annual report
    on Form&nbsp;5500, with respect to such Plan including any
    Schedule&nbsp;B thereto;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(B)&nbsp;the most recent determination letter
    from the Internal Revenue Service, if any;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(C)&nbsp;a copy of the Summary Plan Description,
    together with each Summary of Material Modifications with
    respect to such Plan and, unless the Plan is embodied entirely
    in an insurance policy to which the Company or any of its
    Subsidiaries is a party, a true and complete copy of such Plan;
    and
    </FONT></TD>
</TR>

</TABLE>

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<TR>
    <TD width="10%"></TD>
    <TD width="90%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(D)&nbsp;if the Plan is funded through a trust or
    any third party funding vehicle (other than an insurance
    policy), a copy of the trust or other funding agreement and the
    latest financial statements thereof.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="94%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(x)&nbsp;Except as contemplated by this Agreement
    or approved in writing by Parent, neither the Company nor any of
    its Subsidiaries has any announced plan or legally binding
    commitment to create any additional material Plans or to make
    any material amendment or modification to any existing Plan,
    except as required by Law or as necessary to maintain
    tax-qualified status or intended tax benefits associated with
    such Plan.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(xi)&nbsp;The Company and its ERISA Affiliates
    have complied in all respects with all Laws relating to the
    hiring and retention of all employees, leased employees and
    independent contractors relating to wages, hours, Plans, equal
    opportunity, collective bargaining and the payment of social
    security and other taxes, except where such noncompliance has
    not had and would not reasonably be expected to have a Company
    Material Adverse Effect.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(xii)&nbsp;Except as disclosed in
    Schedule&nbsp;3.1(k)(xii), no Plan, other than a Plan which is
    an employee pension benefit plan (within the meaning of
    Section&nbsp;3(2)(A) of ERISA), provides material benefits,
    including death, health or medical benefits (whether or not
    insured), with respect to current or former employees of the
    Company or any Subsidiary of the Company beyond their retirement
    or other termination of service with the Company or such
    Subsidiary (other than (A)&nbsp;coverage mandated by applicable
    Law, (B)&nbsp;deferred compensation benefits properly accrued as
    liabilities on the books of the Company, or (C)&nbsp;benefits
    the full cost of which is borne by the current or former
    employee (or his beneficiary)).
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(xiii)&nbsp;Except as set forth on
    Schedule&nbsp;3.1(k)(xiii), the consummation of the transactions
    contemplated by this Agreement will not (A)&nbsp;entitle any
    current or former employee or officer of the Company or any
    Subsidiary to material severance pay, material unemployment
    compensation or any other material payment, or
    (B)&nbsp;accelerate the time of payment or vesting, or
    materially increase the amount of compensation due any such
    employee or officer.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(xiv)&nbsp;For purposes of this
    Section&nbsp;3.1(l), ERISA Affiliates include each corporation
    that is a member of the same controlled group as the Company or
    any of its Subsidiaries within the meaning of
    Section&nbsp;414(b) of the Code, any trade or business, whether
    or not incorporated, under common control with the Company or
    any of its Subsidiaries within the meaning of
    Section&nbsp;414(c) of the Code and any member of an affiliated
    service group that includes the Company, any of its Subsidiaries
    and any of the corporations, trades or business described above,
    within the meaning of Section&nbsp;414(m) of the Code.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(xv)&nbsp;The Company has timely deposited and
    transmitted all amounts withheld from employees for
    contributions or premium payments for each Plan into the
    appropriate trusts or accounts, except for a failure that has
    not and would not reasonably be expected to have a Company
    Material Adverse Effect;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(xvi)&nbsp;Each Plan that allows loans to
    participants has been operated substantially in accordance with
    the Plan&#146;s written loan policy and all applicable Laws. In
    addition, except as set forth on Schedule&nbsp;3.1(k)(xvi) all
    loans from such Plans are current as of the Closing Date, and
    there are no loans in default.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(xvii)&nbsp;No individual who has been classified
    by the Company or any Subsidiary or ERISA Affiliate as a
    non-employee (such as an independent contractor, leased employee
    or consultant) shall have a claim against the Company or any
    Subsidiary or ERISA Affiliate for eligibility to participate in
    any Plan, if such individual is later reclassified as an
    employee of the Company or any Subsidiary or ERISA Affiliate.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(l)&nbsp;<I>Absence of Certain Changes or
    Events.</I> Since September&nbsp;30, 2002 and except as
    disclosed in Schedule&nbsp;3.1(l), (i)&nbsp;each of the Company,
    its Subsidiaries and the Company Managed Practices
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">A-20
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    <TD width="97%"></TD>
</TR>

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    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">has conducted its business, in all material
    respects, only in the ordinary course and in a manner consistent
    with past practice (except in connection with the negotiation
    and execution and delivery of this Agreement), (ii)&nbsp;no
    event has occurred and no action has been taken that would have
    been prohibited by the terms of Section&nbsp;4.2 if such Section
    had been in effect as of and at all times since
    September&nbsp;30, 2002, (iii)&nbsp;there has been no material
    change by the Company in its accounting methods, principles or
    practices and (iv)&nbsp;there has not been any change, event or
    circumstance (whether or not covered by insurance), individually
    or in the aggregate, that has had or that would reasonably be
    expected to have, a Company Material Adverse Effect.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(m)&nbsp;<I>No Undisclosed Material
    Liabilities.</I> There are no liabilities of the Company or any
    of its Subsidiaries of any kind whatsoever, whether accrued,
    contingent, absolute, determined, determinable or otherwise,
    that have had or would reasonably be expected to have,
    individually or in the aggregate, a Company Material Adverse
    Effect, other than (i)&nbsp;liabilities reflected in the
    Company&#146;s financial statements (together with the related
    notes thereto) filed with the Company&#146;s annual report on
    Form&nbsp;10-K, as amended, for the year ended December&nbsp;31,
    2001 and quarterly reports on Form&nbsp;10-Q filed after
    December&nbsp;31, 2001 and prior to the date hereof,
    (ii)&nbsp;liabilities incurred in connection with the
    transactions contemplated by this Agreement and (iii)
    liabilities that were incurred in the ordinary course of
    business since September&nbsp;30, 2002.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(n)&nbsp;<I>Opinion of Financial Advisor.</I> The
    Special Committee and the Board of Directors of the Company have
    received the opinion of Salomon Smith Barney Inc. (the
    &#147;Financial Advisor&#148;) dated the date of this Agreement
    to the effect that, as of such date, the Merger Consideration is
    fair from a financial point of view to the holders of Company
    Common Stock (other than Parent, Acquisition, Welsh, Carson,
    Anderson &#38; Stowe IX, L.P. (&#147;WCAS&#148;) and their
    respective subsidiaries and affiliates). True and complete
    copies of all agreements and understandings between the Company
    and the Financial Advisor relating to the transactions
    contemplated by this Agreement have been provided by the Company
    to Parent and Acquisition.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(o)&nbsp;<I>Environmental Matters.</I> Except as
    has not had and would not reasonably be expected to have a
    Company Material Adverse Effect, (i)&nbsp;the assets,
    properties, businesses and operations of the Company and its
    Subsidiaries are in compliance with applicable Environmental
    Laws (as defined herein), (ii)&nbsp;the Company and its
    Subsidiaries have obtained and, as currently operating, are in
    compliance with all permits, licenses, variances, exemptions,
    orders, franchises, authorizations and approvals necessary under
    any Environmental Law for the conduct of the business and
    operations of the Company and its Subsidiaries in the manner now
    conducted and (iii)&nbsp;neither the Company nor any of its
    Subsidiaries nor any of their respective assets, properties,
    businesses or operations has received or is subject to any
    outstanding Order indicating that the Company or any of its
    Subsidiaries is or may be liable for a violation of any
    Environmental Law nor, to the knowledge of the Company, has any
    such Order been threatened nor, to the knowledge of the Company,
    do any facts, circumstances or conditions exist with respect to
    any real property now or previously owned, leased and/or
    operated by the Company or by any of its Subsidiaries or
    affiliates that have resulted or would reasonably be expected to
    result in a violation of any Environmental Law. As used in this
    Agreement, the term &#147;Environmental Law&#148; means any Law
    relating to the protection of the environment, health, safety or
    natural resources, including pollution, contamination, clean-up,
    regulation and protection of the air, water or soil in the
    indoor or outdoor environment.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(p)&nbsp;<I>Vote Required.</I> The affirmative
    vote of the holders of a majority of the outstanding shares of
    Company Common Stock is the only vote of the holders of any
    class or series of the Company&#146;s capital stock necessary
    (under applicable Law or otherwise) to adopt this Agreement and
    to consummate the Merger and the other transactions contemplated
    hereby.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(q)&nbsp;<I>Board Recommendation.</I> The Board
    of Directors of the Company, at a meeting duly called and held
    on December&nbsp;8, 2002 (the &#147;Board Meeting&#148;), has by
    the unanimous vote of those directors present
    (i)&nbsp;determined that this Agreement and the transactions
    contemplated hereby, including the Merger, are advisable and
    fair to and in the best interests of the Company and the
    stockholders of the
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">A-21
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    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">Company and has approved the same and
    (ii)&nbsp;resolved to recommend, subject to their fiduciary
    duties under applicable Law and Sections&nbsp;5.2 and 5.11, that
    the holders of the shares of Company Common Stock approve and
    adopt this Agreement.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(r)&nbsp;<I>Intellectual Property.</I>
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="94%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(i)&nbsp;Except as has not and would not
    reasonably be expected to have, individually or in the
    aggregate, a Company Material Adverse Effect:
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="10%"></TD>
    <TD width="90%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(A)&nbsp;with respect to each trademark, trade
    name, patent, service mark, brand mark, brand name, computer
    program, database, industrial design and copyright required,
    owned or used in connection with the operation of its
    businesses, including any registrations thereof and pending
    applications therefor, and each license or other contract
    relating thereto (collectively, the &#147;Company Intellectual
    Property&#148;) that is owned by the Company or a Subsidiary of
    the Company (&#147;Company Owned Intellectual Property&#148;),
    the Company or a Subsidiary thereof is the owner of the entire
    right, title and interest in and to such Company Owned
    Intellectual Property, except as set forth on
    Schedule&nbsp;3.1(r)(i)(A), free and clear of all Liens, and is
    entitled to use such Company Owned Intellectual Property in the
    continued operation of its respective business;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(B)&nbsp;with respect to each item of Company
    Intellectual Property licensed to the Company or a Subsidiary of
    the Company (&#147;Company Licensed Intellectual
    Property&#148;), the Company or a Subsidiary of the Company has
    the right to use such Company Licensed Intellectual Property in
    the continued operation of its respective business in accordance
    with the terms of the license or other similar agreement
    governing such Company Licensed Intellectual Property, all of
    which licenses or other agreements are valid and enforceable,
    binding on all parties thereto and in full force and effect;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(C)&nbsp;the conduct of the business of the
    Company and its Subsidiaries as currently conducted and the use
    of the Company Intellectual Property by the Company and its
    Subsidiaries does not conflict with, infringe upon, violate or
    interfere with or constitute an appropriation of any right,
    title, interest or goodwill, including any intellectual property
    right, trademark, trade name, patent, service mark, brand mark,
    brand name, computer program, database, industrial design,
    copyright or any pending application therefore of any other
    Person and no claim has been asserted against the Company or any
    of its Subsidiaries that the conduct of such business or such
    use of the Company Intellectual Property constitutes such a
    conflict, infringement, violation, interference or appropriation;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(D)&nbsp;the Company has taken reasonable steps
    in accordance with normal practice for its industry to maintain
    the confidentiality of its trade secrets and other confidential
    Company Intellectual Property; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(E)&nbsp;except as set forth on
    Schedule&nbsp;3.1(r)(i)(E), to the knowledge of the Company,
    (1)&nbsp;there has been no misappropriation of any trade secrets
    or other Company Intellectual Property by any other Person,
    (2)&nbsp;no employee, independent contractor or agent of the
    Company or any Subsidiary of the Company has misappropriated any
    trade secrets of any other Person in the course of such
    performance as an employee, independent contractor or agent and
    (3)&nbsp;no employee, independent contractor or agent of the
    Company or any Subsidiary of the Company is in default or breach
    of any term of any employment agreement, non-disclosure
    agreement, assignment of invention agreement or similar
    agreement or contract relating in any way to the protection,
    ownership, development, use or transfer of Intellectual Property.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="94%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(ii)&nbsp;Schedule&nbsp;3.1(r)(ii) contains a
    complete and accurate listing of all Company Intellectual
    Property that is material to the assets, properties, business,
    operations or condition (financial or other) of the Company and
    its Subsidiaries, taken as a whole.
    </FONT></TD>
</TR>

</TABLE>

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<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(s)&nbsp;<I>Real Estate Leases.</I> Neither the
    Company nor any of its Subsidiaries owns any real property. The
    Company or one of its Subsidiaries has a good and valid
    leasehold interest in each parcel of real property leased by the
    Company or any of its Subsidiaries (the &#147;Company Leased
    Property&#148;), in each case except as has not had and would
    not reasonably be expected to have, individually or in the
    aggregate, a Company Material Adverse Effect. To the
    Company&#146;s knowledge, (i)&nbsp;the Company or one of its
    Subsidiaries has the right to use and occupancy of the Company
    Leased Property for the full term of the lease or sublease
    relating thereto, except for any failure which has not had and
    would not reasonably be expected to have, individually or in the
    aggregate, a Company Material Adverse Effect, (ii)&nbsp;each
    such lease or sublease is a legal, valid and binding agreement,
    enforceable in accordance with its terms, of the Company or a
    Subsidiary thereof and, to the knowledge of the Company, the
    other parties thereto and there is no, nor has the Company or
    any of its Subsidiaries received written notice of any, default
    (or any condition or event, which, after notice or a lapse of
    time or both would constitute a default thereunder) which has
    had or would reasonably be expected to have a Company Material
    Adverse Effect, and (iii)&nbsp;neither the Company nor any of
    its Subsidiaries has assigned its interest under any such lease
    or sublease or sublet any part of the premises covered thereby
    or exercised any option or right thereunder except as has not
    had and as would not reasonably be expected to have,
    individually or in the aggregate, a Company Material Adverse
    Effect.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(t)&nbsp;<I>Insurance.</I> Schedule&nbsp;3.1(t)
    contains a list of all insurance policies covering the Company
    and its Subsidiaries and an accurate summary of the coverage
    provided thereunder. Except as set forth on
    Schedule&nbsp;3.1(t), all such policies are in full force and
    effect, all premiums currently due and payable thereon have been
    paid and the Company has complied with the provisions of such
    policies, except where such failure to be in full force and
    effect, such nonpayment or such noncompliance has not had and
    would not reasonably be expected to have, individually or in the
    aggregate, a Company Material Adverse Effect. Except as set
    forth on Schedule&nbsp;3.1(t), the Company has not been advised
    of any defense to coverage or reservation of rights in
    connection with any material claim to coverage asserted or
    noticed by the Company under or in connection with any of its
    extant insurance policies. The Company has not received any
    written notice from or on behalf of any insurance carrier
    issuing policies or binders relating to or covering the Company
    and its Subsidiaries that there will be a cancellation,
    reduction or non-renewal of existing policies or binders or a
    material increase in deductible or self insurance retention.
    Neither the Company nor any of its Subsidiaries has guaranteed
    or otherwise provided (or is under any obligation to guarantee
    or otherwise provide) any credit support with respect to
    Ameripath Indemnity, Ltd.&#146;s obligation to reimburse
    Continental Casualty Company or any other &#147;fronting
    company&#148; for any loss that any such fronting company shall
    suffer as a result of writing insurance policies on behalf of
    Ameripath Indemnity, Ltd.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(u)&nbsp;<I>Labor Matters.</I> None of the
    Company, any of its Subsidiaries or any Company Managed Practice
    is a party to, or is bound by, any collective bargaining
    agreement, contract or other agreement or understanding with a
    labor union or labor organization, nor is the Company, any of
    its Subsidiaries or any Company Managed Practice the subject of
    a proceeding asserting that the Company, any of its Subsidiaries
    or any Company Managed Practice has committed an unfair labor
    practice (within the meaning of the National Labor Relations
    Act) or seeking to compel the Company, any of its Subsidiaries
    or any Company Managed Practice to bargain with any labor
    organization as to wages and conditions of employment. There is
    (i)&nbsp;no strike or material labor dispute, slowdown or
    stoppage pending or, to the knowledge of the Company, threatened
    against the Company, any of its ERISA Affiliates or any Company
    Managed Practices and (iii)&nbsp;to the knowledge of the
    Company, no union representation question existing with respect
    to the employees of the Company, its ERISA Affiliates or any
    Company Managed Practice. The Company, its Subsidiaries and the
    Company Managed Practices are and have been in compliance with
    all applicable Laws respecting employment and employment
    practices, terms and conditions of employment (including
    termination of employment), wages, hours of work, occupational
    safety and health, and worker classification, and are not
    engaged in any unfair labor practices, except for such
    violations, if any, which, has not had and would not reasonably
    be expected to have, individually or in the aggregate, a
    </FONT></TD>
</TR>

</TABLE>

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    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">Company Material Adverse Effect. None of the
    Company, any of its Subsidiaries or any Company Managed Practice
    has received written notice of the intent of any Governmental
    Entity responsible for the enforcement of labor or employment
    Laws to conduct an investigation with respect to or relating to
    employees and, to the knowledge of the Company, no such
    investigation is in progress.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(v)&nbsp;<I>Contracts.</I> (A)&nbsp;Subsections
    (i)&nbsp;through (xiv)&nbsp;of Part&nbsp;A of
    Schedule&nbsp;3.1(v) each contain a complete and accurate
    listing of the following contracts, agreements, commitments,
    leases, licenses, instruments and obligations, whether written
    or oral (and, if oral, an accurate summary thereof), to which
    the Company or any Subsidiary of the Company is a party:
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="94%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(i)&nbsp;all material managed care contracts;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(ii)&nbsp;substantially all of the hospital
    contracts, which includes substantially all of the medical
    director agreements;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iii)&nbsp;except for managed care contracts,
    hospital contracts and medical director agreements, which are
    covered by (i)&nbsp;and (ii)&nbsp;above, each contract,
    agreement, commitment, lease, license, instrument and/or
    obligation which is reasonably likely to involve aggregate
    annual payments by or to the Company of more than $1,000,000;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iv)&nbsp;except for managed care contracts,
    hospital contracts and medical director agreements, which are
    covered by (i)&nbsp;and (ii)&nbsp;above, all other material
    contracts and agreements under which the Company or any
    Subsidiary of the Company provides services other than routine
    testing services, such as laboratory management, laboratory
    directorship, consulting or information technology services;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(v)&nbsp;all collective bargaining agreements,
    officer and physician employment and consulting agreements,
    independent contractor agreements with a term of greater than
    one year, severance agreements, director or officer
    indemnification agreements, executive compensation plans, bonus
    plans, deferred compensation agreements, employee pension plans
    or retirement plans, employee profit sharing plans, employee
    stock purchase and similar plans, group life insurance,
    hospitalization insurance or other similar plans or arrangements
    maintained for or providing benefits to employees of, or
    independent contractors or other agents for, the Company or any
    of its Subsidiaries;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(vi)&nbsp;all material broker, distributor,
    dealer, manufacturer&#146;s representative, franchise, agency,
    sales promotion, market research, marketing consulting and
    advertising contracts and agreements to which the Company or any
    Subsidiary of the Company is a party;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(vii)&nbsp;all contracts and agreements relating
    to (i)&nbsp;any indebtedness, notes payable (including notes
    payable in connection with acquisitions), accrued interest
    payable or other obligations for borrowed money, whether
    current, short-term, or long-term, secured or unsecured, of the
    Company or any of its Subsidiaries, (ii)&nbsp;any purchase money
    indebtedness or earn-out or similar obligation in respect of
    purchases of property or assets by the Company or any of its
    Subsidiaries, (iii)&nbsp;any lease obligations of the Company or
    any of its Subsidiaries under leases which are capital leases in
    accordance with GAAP, (iv)&nbsp;any financing of the Company or
    any of its Subsidiaries effected through &#147;special purpose
    entities&#148; or synthetic leases or project financing,
    (v)&nbsp;any obligations of the Company or any of its
    Subsidiaries in respect of banker&#146;s acceptances or letters
    of credit (other than stand-by letters of credit in support of
    ordinary course trade payables) or (vi)&nbsp;any liability of
    the Company or any of its Subsidiaries with respect to interest
    rate swaps, collars, caps and similar hedging obligations (the
    liabilities and obligations referred to in (i)&nbsp;through
    (vi)&nbsp;above, &#147;Indebtedness&#148;) or any Liens upon any
    material properties or assets of the Company or any Subsidiary
    of the Company as security for such Indebtedness;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(viii)&nbsp;all material contracts and agreements
    with any Governmental Entity;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(ix)&nbsp;all contracts and agreements that
    (A)&nbsp;limit the ability of the Company and/or any Subsidiary
    or affiliate of, or successor to, the Company, or, to the
    knowledge of the Company,
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">A-24
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    <TD width="6%"></TD>
    <TD width="94%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">any executive officer of the Company, to compete
    in any line of business or with any Person or in any geographic
    area or during any period of time, (B)&nbsp;require the Company
    and/or any Subsidiary or affiliate of, or successor to, the
    Company to use any supplier or third party for all or
    substantially all of any of its material requirements or needs,
    (C)&nbsp;limit or purport to limit the ability of the Company
    and/or any Subsidiary or affiliate of, or successor to, the
    Company to solicit any customers or clients of the other parties
    thereto, (D)&nbsp;require the Company and/or any Subsidiary or
    affiliate of, or successor to, the Company to provide to the
    other parties thereto &#147;most favored nations&#148; pricing,
    or (E)&nbsp;require the Company and/or any Subsidiary or
    affiliate of, or successor to, the Company to take any material
    actions to market or co-market any clinical laboratory services
    or anatomic pathology services or other products or services of
    a third party;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(x)&nbsp;all joint venture contracts, partnership
    arrangements or other agreements outside the ordinary course of
    business involving a sharing of profits, losses, costs or
    liabilities by the Company or any Subsidiary with any third
    Person, including Company Managed Practices;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(xi)&nbsp;all management agreements and
    commitments and all other agreements and commitments outside of
    the ordinary course of business between or among Subsidiaries of
    the Company and Company Managed Practices or any affiliates
    thereof, on the one hand, and the Company and/or other
    Subsidiaries of the Company or Company Managed Practices, on the
    other hand, and all agreements entered into by any of such
    parties with any physicians employed by the Company, any of its
    Subsidiaries or any Company Managed Practice, including
    non-competition agreements;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(xii)&nbsp;all powers of attorney and proxies
    entered into by or granted to the Company or any of its
    Subsidiaries, whether limited or general, revocable or
    irrevocable;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(xiii)&nbsp;all contracts and agreements entered
    into by the Company or any of its Subsidiaries and any other
    party providing for the acquisition by the Company or such
    Subsidiary (including by merger, consolidation, acquisition of
    stock or assets or any other business combination) of any
    corporation, partnership, other business organization or
    division thereof or any material amount of assets of such other
    party, in each case, identifying the maximum amounts, if any,
    that are still payable or potentially payable to any other party
    under such contracts and agreements pursuant to any post-closing
    adjustment to the purchase price (including under any
    &#147;earn-out&#148; or other similar provision));
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(xiv)&nbsp;all confidentiality, non-disclosure
    and/or standstill agreements entered into by the Company and/or
    any of its Subsidiaries (other than in the ordinary course of
    business) since December&nbsp;31, 2001 except those which have
    expired by their terms; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(xv)&nbsp;all other contracts, agreements,
    commitments, leases, a licenses, instruments and/or obligations,
    whether or not made in the ordinary course of business, which
    are material to the Company or any Subsidiary of the Company or
    the conduct of their respective businesses.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(B)&nbsp;The Company has made available to Parent
    and Acquisition a true, complete and correct copy of all written
    contracts and agreements required to be listed on Part A of
    Schedule&nbsp;3.1(v), together with all amendments, waivers or
    other changes thereto, and has been given a written summary of
    all oral contracts required to be listed on Part A of
    Schedule&nbsp;3.1(v). Except as set forth on Part B of
    Schedule&nbsp;3.1(v), neither the Company nor any of its
    Subsidiaries is a party to any contract, lease, license or other
    agreement or instrument required to be described in or filed as
    an exhibit to any Company SEC Document that is not described in
    or filed as required by the Securities Act or the Exchange Act,
    as the case may be. Except as set forth on Part&nbsp;B of
    Schedule&nbsp;3.1(v), and except for matters that have not had
    and would not reasonably be expected to have, individually or in
    the aggregate, a Company Material Adverse Effect,
    (i)&nbsp;neither the Company nor any of its Subsidiaries is
    (with or without the lapse of time or the giving of notice, or
    both) in breach or default in any material respect under any
    contract, lease, license or other agreement or instrument,
    (ii)&nbsp;to the knowledge of the Company, none of the other
    parties to any such contract, lease, license or other
    </FONT></TD>
</TR>

</TABLE>

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    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">agreement or instrument is (with or without the
    lapse of time or the giving of notice, or both) in breach or
    default in any material respect thereunder and
    (iii)&nbsp;neither the Company nor any of its Subsidiaries has
    received any written notice of the intention of any party to
    terminate any such contract, lease, license or other agreement
    or instrument whether as a termination for convenience or for
    default of the Company or any of its Subsidiaries thereunder.
    Other than the three interest rate swap transactions that were
    entered into by the Company in May 2000 with effective dates in
    October 2000 for notional amounts of $45,000,000, $30,000,000
    and $30,000,000, each of which was terminated in connection with
    the extinguishment of the Company&#146;s former credit facility
    in November 2001 in exchange for a termination payment of
    $10,400,000, and other than as set forth on Part C of
    Schedule&nbsp;3.1(v), neither the Company nor any of its
    Subsidiaries is now or has ever been party to any interest rate
    swap agreement, interest rate cap agreement, interest collar
    agreement, interest rate hedging agreement or other similar
    agreement or arrangement.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(w)&nbsp;<I>Affiliate Contracts and Affiliated
    Transactions.</I> Except as set forth on Schedule&nbsp;3.1(w) or
    as described in the Company SEC Documents filed prior to the
    date hereof, no executive officer or director or other affiliate
    of the Company or of any Subsidiary of the Company (or, to the
    Company&#146;s knowledge, any family member of any such Person
    who is an individual or any entity in which any such Person or
    any such family member owns a material beneficial interest) is a
    party to any material contract, agreement, commitment, lease,
    license, arrangement, instrument, obligation, transaction or
    understanding with or binding upon the Company or any of its
    Subsidiaries or any of their respective properties or assets or
    has any material interest in any material property owned by the
    Company or any of its Subsidiaries or has engaged in any
    material transaction with any of the foregoing within the last
    twelve months.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(x)&nbsp;<I>Rights Agreement Amendment.</I> The
    Company has entered into an amendment to the Rights Agreement
    pursuant to which (i)&nbsp;the Rights Agreement and the Rights
    will not be applicable to the Merger, (ii)&nbsp;the execution of
    this Agreement and the consummation of the Merger shall not
    result in a &#147;Distribution Date&#148; under the Rights
    Agreement, (iii)&nbsp;consummation of the Merger shall not
    result in Parent or Acquisition or any of their respective
    affiliates being an &#147;Acquiring Person&#148; under the
    Rights Agreement, result in the occurrence of an event described
    in Section&nbsp;13 of the Rights Agreement or otherwise result
    in the ability of any Person to exercise any rights under the
    Rights Agreement or enable or require the Rights to separate
    from the shares of Company Common Stock to which they are
    attached and (iv)&nbsp;the Rights Agreement will expire
    immediately prior to the Effective Time.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(y)&nbsp;<I>State Takeover Statutes.</I> No
    &#147;fair price,&#148; &#147;moratorium,&#148; &#147;control
    share acquisition&#148; or other similar anti-takeover statute
    or regulation enacted under any state Law (with the exception of
    Section&nbsp;203 of the DGCL) applicable to the Company is
    applicable to the Merger or the other transactions contemplated
    hereby. The Board of Directors of the Company has taken all
    action necessary such that the restrictions on business
    combinations contained in Section&nbsp;203 of the DGCL will not
    apply to the Merger and the other transactions contemplated by
    this Agreement.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">3.2&nbsp;<I>Representations and Warranties of
Parent and Acquisition.</I> Parent and Acquisition hereby
jointly and severally represent and warrant to the Company as
follows:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(a)&nbsp;<I>Organization, Standing and Power.</I>
    Each of Parent and Acquisition is a corporation duly organized,
    validly existing and in good standing under the Laws of the
    State of Delaware and has all requisite corporate power and
    authority to own, lease and operate its properties and to carry
    on its business as now being conducted. Parent and Acquisition
    have heretofore provided the Company complete and correct copies
    of their respective Certificates of Incorporation and Bylaws.
    Neither Parent nor Acquisition is in violation or default under
    the provisions of their respective Certificates of Incorporation
    or Bylaws.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(b)&nbsp;<I>Capital Structure.</I> As of the date
    of this Agreement, the authorized capital stock of Parent
    consists of 100&nbsp;shares of Common Stock, par value $.01 per
    share, all shares of which shares have been validly issued and
    are fully paid, nonassessable and owned of record and
    beneficially by WCAS.
    </FONT></TD>
</TR>

</TABLE>

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<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">The authorized capital stock of Acquisition
    consists of 100&nbsp;shares of Acquisition Common Stock, all of
    which shares are fully paid, nonassessable and owned of record
    and beneficially by Parent. Parent has never had and does not
    have any Subsidiaries other than Acquisition and Acquisition has
    never had and does not have any Subsidiaries.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(c)&nbsp;<I>Authority; No Violations; Consents
    and Approvals.</I>
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="94%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(i)&nbsp;Each of Parent and Acquisition has all
    requisite corporate power and authority to enter into this
    Agreement and to consummate the transactions contemplated by
    this Agreement. Each of Parent&#146;s and Acquisition&#146;s
    execution and delivery of this Agreement and the consummation of
    the transactions contemplated hereby by Parent and Acquisition
    have been duly authorized by all necessary corporate action on
    the part of Parent and Acquisition. This Agreement has been duly
    executed and delivered by Parent and Acquisition and, assuming
    the due execution and delivery by the Company, constitutes the
    valid and binding obligation of Parent and Acquisition
    enforceable against each of them in accordance with its terms
    except that the enforcement hereof may be limited by
    (A)&nbsp;applicable bankruptcy, insolvency, reorganization,
    moratorium, fraudulent conveyance or other similar Laws now or
    hereafter in effect relating to creditors&#146; rights generally
    and (B)&nbsp;general principles of equity (regardless of whether
    enforceability is considered in a proceeding at law or in
    equity).
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(ii)&nbsp;The execution and delivery of this
    Agreement and the consummation of the transactions contemplated
    hereby by Parent and Acquisition will not (A)&nbsp;result in any
    Violation of any provision of the Certificate of Incorporation
    or Bylaws of Parent or Acquisition or (B)&nbsp;result in any
    Violation of (1)&nbsp;any loan or credit agreement, note, bond,
    mortgage, deed of trust, indenture, lease, or other agreement,
    obligation, instrument, concession, franchise or license to
    which Parent or Acquisition is a party or by which any of their
    properties or assets are bound, (2)&nbsp;assuming that all
    consents, approvals, authorizations and other actions described
    in Section&nbsp;3.2(c)(iii) have been obtained and all filings
    and obligations described in Section&nbsp;3.2(c)(iii) have been
    made, any Law applicable to Parent or Acquisition or to their
    properties or assets or (3)&nbsp;any Order applicable to Parent
    or Acquisition or to their properties or assets, except, in the
    case of clause&nbsp;(B) only, for any Violations that have not
    had and would not reasonably be expected to have, individually
    or in the aggregate, a Parent Material Adverse Effect.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iii)&nbsp;No consent, approval, franchise,
    license, order or authorization of, or registration, declaration
    or filing with, notice, application or certification to, or
    permit, waiver or exemption from any Governmental Entity is
    required by or with respect to Parent or Acquisition in
    connection with its execution and delivery of this Agreement or
    the consummation by Parent or Acquisition of the transactions
    contemplated hereby, except for (A)&nbsp;filings under the HSR
    Act, (B)&nbsp;the filing with the SEC of such reports under and
    such other compliance with the Exchange Act as may be required
    in connection with this Agreement and the transactions
    contemplated hereby, (C)&nbsp;the filing of the Certificate of
    Merger and any related documents with the Secretary of State of
    the State of Delaware, (D)&nbsp;such filings and approvals as
    may be required by any applicable state securities, &#147;blue
    sky&#148; or takeover Laws and (E)&nbsp;such other consents,
    approvals, franchises, licenses, orders, authorizations,
    registrations, declarations, filings, notices, applications,
    certifications, permits, waivers and exemptions the failure of
    which to be obtained or made have not and would not reasonably
    be expected to have, individually or in the aggregate, a Parent
    Material Adverse Effect.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(d)&nbsp;<I>Information Supplied.</I> None of the
    information to be supplied by Parent and Acquisition
    specifically for inclusion or incorporation by reference in the
    Proxy Statement will, on the date it is first mailed to the
    holders of Company Common Stock or on the Meeting Date, contain
    any untrue statement of a material fact or omit to state any
    material fact required to be stated therein or necessary in
    order to make the statements therein, in light of the
    circumstances under which they are made, not misleading. If at
    any time prior to the Meeting Date, any event with respect to
    Parent or
    </FONT></TD>
</TR>

</TABLE>

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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">Acquisition, or with respect to information
    supplied by Parent or Acquisition specifically for inclusion in
    the Proxy Statement, shall occur which is required to be
    described in an amendment of, or supplement to, the Proxy
    Statement, such event shall be so described by Parent or
    Acquisition and provided to the Company for inclusion therein.
    Notwithstanding the foregoing, neither Parent nor Acquisition
    makes any representation or warranty with respect to the
    information supplied or to be supplied by the Company for
    inclusion or incorporation by reference in the Proxy Statement.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(e)&nbsp;<I>Limited Operations of Parent and
    Acquisition.</I> Parent and Acquisition were each formed on
    December&nbsp;4, 2002 solely for the purpose of engaging in the
    transactions contemplated hereby. Neither Parent nor Acquisition
    has engaged in any other business activities. Except for
    (i)&nbsp;obligations or liabilities incurred in connection with
    its organization and the transactions contemplated hereby and
    (ii)&nbsp;this Agreement and any other agreements and
    arrangements contemplated hereby or entered into in furtherance
    hereof, neither Parent nor Acquisition has incurred any material
    obligations or liabilities or engaged in any business activities.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(f)&nbsp;<I>Financing.</I> Parent has received
    and executed a commitment letter dated as of December&nbsp;6,
    2002 from Credit Suisse First Boston and Deutsche Bank AG Cayman
    Islands Branch (the &#147;Lenders&#148;) (the &#147;Senior Bank
    and Bridge Loan Commitment Letter&#148;), pursuant to which the
    Lenders have committed, subject to the terms and conditions set
    forth therein, to provide to Acquisition (i)&nbsp;$375,000,000
    in senior secured debt financing ($300,000,000 of which would be
    in the form of term loans used to complete the transactions
    contemplated hereby and $75,000,000 of which would be in the
    form of an revolving credit facility) and (ii)&nbsp;in the event
    that Acquisition is unable to complete a public offering or
    Rule&nbsp;144A or other private placement of not less than
    $215,000,000 of senior subordinated notes at the Closing, up to
    $215,000,000 of bridge financing in the form of senior
    subordinated increasing rate bridge loans. In addition, Parent
    has received and executed commitment letters, each dated as of
    the date hereof (together with the Senior Bank and Bridge Loan
    Commitment Letter, the &#147;Financing Letters&#148;) from
    (i)&nbsp;WCAS, pursuant to which WCAS has committed, subject to
    the terms and conditions set forth therein, to provide to Parent
    $256,400,000 in common equity financing and (ii)&nbsp;WCAS
    Capital Partners&nbsp;III, L.P. (&#147;WCAS CP&nbsp;III&#148;),
    pursuant to which WCAS CP&nbsp;III has committed, subject to the
    terms and conditions set forth therein, to purchase from Parent
    senior subordinated notes and common stock of Parent for an
    aggregate $65,000,000 (subject to adjustment as therein
    provided). True and complete copies of the Financing Letters
    have been furnished to the Company. The Financing Letters are in
    full force and effect, all commitment fees required to be paid
    thereunder have been paid in full or will be duly paid in full
    when due, and no event has occurred which (with or without
    notice, lapse of time or both) would constitute a default
    thereunder on the part of Parent, Acquisition or WCAS, as the
    case may be. The Financing Letters have been obtained, subject
    to the terms and conditions thereof, to finance (or provide
    funds for the Surviving Corporation to finance) the Merger
    Consideration, to pay all amounts required to be paid to holders
    of Company Stock Options and Company Warrants hereunder, to
    refinance any indebtedness of the Company and its Subsidiaries
    that may become due as a result of the transactions contemplated
    by this Agreement, to pay any amounts that may become due and
    payable to holders of the Company Common Stock as a result of
    the valid exercise of dissenters&#146; rights, to pay all
    related fees and expenses and to provide additional financing
    for future working capital and general corporate needs of
    Parent, the Surviving Corporation and their Subsidiaries (such
    financing, the &#147;Financing&#148;).
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(g)&nbsp;<I>Solvency.</I> Each of Parent and
    Acquisition is able to pay its debts generally as they become
    due and is solvent and will not be, nor will the Surviving
    Corporation be, as of the Effective Time, rendered insolvent as
    a result of the transactions contemplated hereby, including the
    Merger and the Financing. Neither Parent nor Acquisition is in
    breach or default of any obligation owed to any creditor for
    borrowed money or any other creditor who may have a Lien on any
    of its rights and assets. Neither Parent nor Acquisition has,
    either voluntarily or involuntarily (i)&nbsp;admitted in writing
    that it is or may become unable to pay its debts generally as
    they become due, (ii)&nbsp;filed or consented to the filing
    against it of a petition in bankruptcy or a petition to take
    advantage of an insolvency act,
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">A-28
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<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">(iii)&nbsp;made an assignment for the benefit of
    its creditors, (iv)&nbsp;consented to the appointment of a
    receiver for itself or for the whole or any substantial part of
    its property, (v)&nbsp;had a petition in bankruptcy filed
    against it, (vi)&nbsp;been adjudged a bankrupt or filed a
    petition or answer seeking reorganization or arrangement under
    the federal bankruptcy laws or any law or statute of the United
    States of America or any other jurisdiction, or
    (vii)&nbsp;incurred or reasonably should have believed it would
    incur, debts that are or will be beyond its ability to pay as
    such debts mature. Parent, Acquisition, and as of the Effective
    Time, Surviving Corporation, on a consolidated basis, are not
    engaged nor currently contemplate being engaged in a business or
    transaction for which any property remaining with them would be
    insufficient to continue to operate their businesses or to pay
    their debts generally as they come due. Notwithstanding anything
    to the contrary contained above, (A)&nbsp;each representation
    and warranty contained in this Section&nbsp;3.2(g) that is being
    made on the date hereof with respect to the Surviving
    Corporation as of the Effective Time is made on the date hereof
    assuming that (i)&nbsp;the Company&#146;s representations and
    warranties in Sections&nbsp;3.1(d), 3.1(i)(i) and 3.1(m) are
    true and correct in all material respects, (ii)&nbsp;no
    circumstance, event or condition (or aggregation of
    circumstances, events or conditions) occurring after the date of
    this Agreement will have had at the Effective Time a material
    adverse effect on the financial condition of the Company and its
    Subsidiaries, taken as a whole, and (iii)&nbsp;the Company will
    comply in all material respects with its obligations under
    Sections&nbsp;4.1 and 4.2 hereof at all times between the date
    of this Agreement and the Effective Time and (B)&nbsp;all
    certifications in the bring-down certificate required under
    Section&nbsp;6.3(a) that relate to this Section&nbsp;3.2(g)
    shall be made assuming that all certificates delivered by the
    Company at Closing pursuant to Sections&nbsp;6.2(a) and
    (b)&nbsp;are true and correct.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(h)&nbsp;<I>Absence of Litigation and Orders.</I>
    There is no claim, action, suit, arbitration, inquiry,
    proceeding or investigation by or before any Governmental Entity
    pending, or to the knowledge of Parent, threatened against
    Parent or Acquisition, or any of their Subsidiaries, or any of
    their property or assets, or any outstanding Orders in
    connection with Parent or Acquisition or their respective
    property or assets, which would reasonably be expected to have a
    Parent Material Adverse Effect.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(i)&nbsp;<I>Management Arrangements.</I> Parent
    has provided the Special Committee with true, correct and
    complete copies of all contracts and agreements between Parent
    and/or Acquisition (or any of their affiliates) and any of the
    officers and directors of the Company (or any of its affiliates)
    that would become effective upon consummation of the Merger, and
    Parent does not intend to enter into any additional contracts or
    agreements with the officers and directors of the Company that
    have not been provided to the Special Committee for disclosure
    in the Proxy Statement.
    </FONT></TD>
</TR>

</TABLE>

<P align="center">
<FONT size="2">ARTICLE&nbsp;IV
</FONT>

<P align="center">
<FONT size="2">COVENANTS RELATING TO CONDUCT OF BUSINESS
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">4.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Affirmative
Covenants of the Company.</I> During the period from the date of
this Agreement to the Effective Time, except (i)&nbsp;as set
forth on Schedule 4.1, (ii)&nbsp;as expressly contemplated or
permitted by this Agreement or (iii)&nbsp;to the extent that
Parent shall otherwise consent in writing, the Company shall,
and shall cause each of its Subsidiaries to:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(a)&nbsp;carry on their respective businesses in
    the usual, regular and ordinary course in substantially the same
    manner as heretofore conducted;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(b)&nbsp;use their reasonable best efforts, but
    only to the extent consistent with past practice, to
    (i)&nbsp;preserve intact their respective business organizations
    and goodwill, (ii)&nbsp;maintain their respective rights and
    franchises, (iii)&nbsp;retain the services of their respective
    officers and employees, (iv)&nbsp;other than as set forth in the
    agreement referred to in clause&nbsp;(6) of the proviso
    contained in the definition of Company Material Adverse Effect
    in Section&nbsp;3.1(a), preserve intact their respective
    relationships with customers, suppliers and others having
    business dealings with them and (v)&nbsp;keep in full force and
    effect insurance comparable in amount and scope of coverage to
    the insurance now carried by them;
    </FONT></TD>
</TR>

</TABLE>

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<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(c)&nbsp;comply in all material respects with all
    applicable Laws; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(d)&nbsp;maintain the accuracy of all Compliance
    Committee minutes, interpretive guidance, employee training
    programs and all hotline actions or non-actions and keep the
    foregoing, together with the policies, procedures, and corporate
    governance elements of the Compliance Program, in full force and
    effect, subject only to modifications of the Executive Corporate
    Compliance Committee.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">4.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Negative
Covenants of the Company.</I> During the period from the date of
this Agreement to the Effective Time, except (i)&nbsp;as set
forth on Schedule&nbsp;4.2, (ii)&nbsp;as expressly contemplated
or permitted by this Agreement or (iii)&nbsp;to the extent that
Parent shall otherwise consent in writing, such consent not to
be unreasonably withheld (it being understood, without excluding
any other reason, that it shall not be unreasonable for Parent
to withhold such consent if Parent in its reasonable judgment
shall have determined that any proposed action would increase
the aggregate amounts payable by Parent under Article&nbsp;II or
adversely affect the Financing), the Company shall not, and
shall not permit any of its Subsidiaries to:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(a)&nbsp;(i)&nbsp;declare, set aside or pay
    dividends on, or make other distributions in respect of, any
    capital stock (other than cash dividends and distributions by
    wholly-owned Subsidiaries of the Company), or set aside funds
    therefor, (ii)&nbsp;adjust, split, combine or reclassify any
    capital stock, or issue, authorize or propose the issuance of
    any other securities in respect of, in lieu of or in
    substitution for, any capital stock or (iii)&nbsp;repurchase,
    redeem or otherwise acquire any capital stock or securities
    directly or indirectly convertible into, or exercisable or
    exchangeable for, capital stock, or set aside funds therefor,
    except for cashless exercises to the extent permitted under a
    Company Stock Option;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(b)&nbsp;(i)&nbsp;except for shares of Company
    Common Stock (and associated Rights) issuable pursuant to
    Company Stock Options or Company Warrants outstanding on the
    date of this Agreement in accordance with the current terms
    thereof, issue, deliver, pledge, sell or otherwise encumber any
    shares of capital stock, any other voting securities or any
    securities directly or indirectly convertible into, or
    exercisable or exchangeable for, capital stock or other voting
    securities or (ii)&nbsp;amend the terms of any outstanding debt
    or equity security of the Company (including any Company Stock
    Option or Company Warrant) or any Stock Plan;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(c)&nbsp;amend or propose to amend its
    certificate or articles of incorporation or bylaws (or other
    organizational documents);
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(d)&nbsp;(i)&nbsp;merge or consolidate with, or
    acquire any interest in, any corporation, partnership, limited
    liability company, association or other business organization or
    division thereof except for the creation of a wholly-owned
    Subsidiary of the Company in the ordinary course of business,
    (ii)&nbsp;acquire or agree to acquire any material assets,
    except for acquisitions of inventory, equipment and raw
    materials in the ordinary course of business and consistent with
    past practice or (iii)&nbsp;make any loan or advance to, or
    otherwise make any investment in, any Persons other than loans
    or advances to, or investments in, Subsidiaries of the Company
    or Company Managed Practices existing on the date of this
    Agreement consistent with past practices;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(e)&nbsp;sell, lease, encumber or otherwise
    dispose of, or subject to any Lien, any assets having a fair
    market or book value in excess of $2,000,000 in the aggregate,
    other than sales of inventory in the ordinary course of business
    consistent with past practice;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(f)&nbsp;authorize, recommend, propose or
    announce an intention to adopt a plan of complete or partial
    liquidation or dissolution;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(g)&nbsp;except for increases in the compensation
    of employees (other than employees that are directors or
    executive officers) made in the ordinary course of business and
    consistent with past practice, and except as may be required by
    applicable Law or pursuant to any Plan existing on the date of
    this Agreement, (i)&nbsp;grant to any director, officer,
    employee or consultant any increase in compensation, severance
    or termination pay, (ii)&nbsp;enter into any new, or amend
    (including by
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">A-30
</FONT>

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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">accelerating rights or benefits under) any
    existing, employment, consulting, indemnification, severance or
    termination agreement with any director, officer, employee or
    consultant or (iii)&nbsp;establish, adopt or become obligated
    under any new Plan or collective bargaining agreement or amend
    (including by accelerating rights or benefits under) any such
    Plan or arrangement in existence on the date hereof;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(h)&nbsp;(i)&nbsp;assume, incur or guarantee any
    Indebtedness except for drawdowns under the Company&#146;s
    existing senior credit facility (subject to the total commitment
    of the lenders thereunder as in effect on the date hereof) made
    in the ordinary course of business consistent with past
    practice, (ii)&nbsp;issue or sell any debt securities or
    warrants or rights to acquire any debt securities,
    (iii)&nbsp;guarantee any other obligations of any other Person
    or (iv)&nbsp;enter into any &#147;keep well&#148; or other
    agreement to maintain the financial condition of any other
    Person or any other agreement having the same economic effect;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(i)&nbsp;other than as required by SEC guidelines
    or GAAP, make any changes with respect to accounting policies,
    procedures and practices or to change its fiscal year;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(j)&nbsp;settle or compromise any claims or
    litigation involving potential payments by or to the Company or
    any of its Subsidiaries of more than $2,000,000 in the
    aggregate, or that admit liability or consent to non-monetary
    relief, or that otherwise are or would reasonably be expected to
    be material to the Company and its Subsidiaries, taken as a
    whole;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(k)&nbsp;pay, discharge or satisfy any other
    material claims, liabilities or obligations (absolute, accrued,
    asserted or unasserted, contingent or otherwise), other than in
    the ordinary course of business and consistent with past
    practice;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(l)&nbsp;make or rescind any material tax
    election, or take any material tax position or settle or
    compromise any material audit, examination, litigation,
    proceeding (whether judicial or administrative) or matter in
    controversy relating to taxes, or make any change to its method
    of reporting income, deductions or other tax items for tax
    purposes;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(m)&nbsp;enter into any license with respect to
    Company Intellectual Property unless such license is
    non-exclusive and entered into in the ordinary course consistent
    with past practice;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(n)&nbsp;enter into any new line of business;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(o)&nbsp;make any capital expenditures, except
    for any capital expenditure or series of related capital
    expenditures reflected in the Approved Capital Report, a copy of
    which is attached as Schedule&nbsp;4.2(o), or any capital
    expenditure or series of capital expenditures which are not
    reflected in such Approved Capital Report but which are
    collectively less than $1,000,000;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(p)&nbsp;enter into any contracts, agreements or
    arrangements of the type described in Section&nbsp;3.1(v)(ix);
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(q)&nbsp;alter (through merger, liquidation,
    reorganization, restructuring or any other fashion) the
    corporate structure or ownership of the Company or any of its
    Subsidiaries;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(r)&nbsp;(i)&nbsp;redeem the Rights, or amend or
    modify or terminate the Rights Agreement other than to delay the
    Distribution Date (as defined in the Rights Agreement) with
    respect to, or to render the Rights inapplicable to, the
    execution, delivery and performance of this Agreement and the
    transactions contemplated hereby, (ii)&nbsp;permit the Rights to
    become non-redeemable at the redemption price currently in
    effect, except by reason of clause (iii)&nbsp;below, or
    (iii)&nbsp;take any action which would allow any Person other
    than Parent or Acquisition or any of their affiliates to become
    the Beneficial Owner (as defined in the Rights Agreement) of 15%
    or more of the Company Common Stock without causing a
    Distribution Date (as defined in the Rights Agreement) or a
    Stock Acquisition Date (as defined in the Rights Agreement) to
    occur or otherwise take any action which would render the Rights
    Agreement inapplicable to any transaction contemplated by such
    Person;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(s)&nbsp;unless such terms as waived, modified or
    consented to are no more favorable to the other party than those
    set forth in the Confidentiality Agreement (as defined below),
    waive any benefits of, or agree to modify in any respect, or
    fail to enforce, or consent to any matter with respect to which
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">A-31
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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">consent is required under, any standstill or
    similar agreement to which the Company or any of its
    Subsidiaries is a party or waive any material benefits of, or
    agree to modify in any material respect, or fail to enforce in
    any material respect, or consent to any matter with respect to
    which consent is required under, any material confidentiality or
    similar agreement to which the Company or any of its
    Subsidiaries is a party;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(t)&nbsp;knowingly or intentionally take any
    action that is reasonably likely to result in any of the
    representations or warranties of the Company hereunder being
    untrue in any material respect; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(u)&nbsp;agree to or make any commitment to,
    whether orally or in writing, take any actions prohibited by
    this Agreement.
    </FONT></TD>
</TR>

</TABLE>

<P align="center">
<FONT size="2">ARTICLE&nbsp;V
</FONT>

<P align="center">
<FONT size="2">ADDITIONAL AGREEMENTS
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Access to
Information; Confidentiality.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(a)&nbsp;During the period from the date hereof
to the Effective Time, the Company shall, and shall cause each
of its Subsidiaries to, afford to the officers, employees,
accountants, counsel and other representatives of Parent and
Acquisition (including financing sources and their officers,
employees, accountants, counsel and other representatives),
during normal business hours, access to all of the
Company&#146;s and its Subsidiaries&#146; properties, books,
records, leases, contracts, commitments, customers, officers,
employees, accountants, counsel and other representatives who
have any material knowledge relating to the Company or any of
its Subsidiaries. The Confidentiality Agreement dated
October&nbsp;1, 2002 between WCAS and the Company, as amended
from time to time as contemplated by Section&nbsp;5.2(g) (the
&#147;Confidentiality Agreement&#148;), shall apply with respect
to information furnished thereunder or hereunder and any other
activities contemplated thereby or hereby.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(b)&nbsp;During the period from the date hereof
to the Effective Time, the Company shall, and shall cause each
of its Subsidiaries to, promptly furnish to Parent and
Acquisition (i)&nbsp;a copy of each report, schedule,
registration statement and other document filed by it with the
SEC, or received by it from the SEC, during such period, and
(ii)&nbsp;such other information concerning its business,
properties and personnel as Parent or Acquisition may reasonably
request.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>No
Solicitation.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(a)&nbsp;During the period beginning on the date
of this Agreement and continuing until 12:01&nbsp;a.m.
(EST)&nbsp;on December&nbsp;21, 2002 (the &#147;Exclusivity
Period Start Date&#148;), the Company and its Subsidiaries and
their respective officers, directors, employees, agents,
advisors, affiliates and other representatives (collectively,
the &#147;Company Representatives&#148;) shall have the right to
(i)&nbsp;initiate, solicit and encourage (including by way of
providing access to non-public information pursuant to one or
more Acceptable Confidentiality Agreements (as hereinafter
defined)) inquiries with respect to, or the making or submission
of, Company Acquisition Proposals (as defined below) and
(ii)&nbsp;enter into and maintain or continue discussions or
negotiations with any Person or group of Persons in furtherance
of any such inquiries and to induce the making or submission of
Company Acquisition Proposals.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(b)&nbsp;Subject to Section&nbsp;5.2(c) and
except as may relate to any Person or group of related Persons
from whom the Company has received, after the date hereof and
prior to the Exclusivity Period Start Date, a bona fide written
indication of interest that the Board of Directors of the
Company or the Special Committee reasonably believes could
result in a Superior Proposal (as hereinafter defined) (and the
Company shall provide notice of, including the identity of the
Person or group of related Persons making such indication of
interest and the material terms and conditions thereof, within
24&nbsp;hours following the Exclusivity Period Start Date) (each
such Person or group, an &#147;Excluded Party&#148;), from the
Exclusivity Period Start Date until the Effective Time or, if
earlier, the termination of this Agreement in accordance with
Article&nbsp;VII, the Company shall not, and shall not direct,
authorize or permit any of its Subsidiaries or any of the
Company Representatives (and shall be responsible for
non-compliance with the following
</FONT>

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<DIV align="left">
<FONT size="2">provisions by any of the foregoing) to, directly
or indirectly, (A)&nbsp;initiate, solicit or encourage
(including by way of providing information) any prospective
acquiror or the invitation or submission of any inquiries,
proposals or offers or any other efforts or attempts that
constitute, or may reasonably be expected to lead to, any
Company Acquisition Proposal or engage in any discussions or
negotiations with respect thereto or otherwise cooperate with or
assist or participate in, or facilitate any such inquires,
proposals, discussions or negotiations or (B)&nbsp;accept a
Company Acquisition Proposal or enter into any agreement or
agreement in principle (other than an Acceptable Confidentiality
Agreement) providing for or relating to a Company Acquisition
Proposal or enter into any agreement or agreement in principle
requiring the Company to abandon, terminate or fail to
consummate the transactions contemplated hereby or breach its
obligations hereunder. Subject to Section&nbsp;5.2(c) and except
as may relate to any Excluded Party, on the Exclusivity Period
Start Date the Company shall immediately cease and cause to be
terminated any existing solicitation, initiation, encouragement,
activity, discussion or negotiation with any parties conducted
heretofore by the Company, any Subsidiary thereof or any Company
Representatives with respect to any Company Acquisition Proposal.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(c)&nbsp;Notwithstanding anything to the contrary
contained in Section&nbsp;5.2(b), if at any time prior to the
approval of this Agreement by the Company stockholders,
(i)&nbsp;the Company has otherwise complied with its obligations
under this Section&nbsp;5.2 and the Company has received a bona
fide written Company Acquisition Proposal from a third party
(including any Excluded Party), (ii)&nbsp;the Board of Directors
of the Company or the Special Committee determines in good
faith, after consultation with its independent financial advisor
and outside counsel, that such Company Acquisition Proposal
could reasonably be expected to result in a Superior Proposal
and (iii)&nbsp;after consultation with its legal advisors, the
Board of Directors of the Company or the Special Committee
determines in good faith that the failure to do so would be
inconsistent with its fiduciary duties under applicable Law,
then (x)&nbsp;the Company may take any of the actions otherwise
prohibited by Section&nbsp;5.2(b) with respect to such third
party and such Company Acquisition Proposal; provided, that the
Company (A)&nbsp;will provide notice to Parent of the identity
of the Person making such Company Acquisition Proposal and the
material terms and conditions thereof prior to or promptly after
(and in any event within 24&nbsp;hours after) commencing any
such actions, provided that Parent will hold all such
information pursuant to the terms of the Confidentiality
Agreement, (B)&nbsp;will not, and will not allow any of its
Subsidiaries or any Company Representatives to, disclose any
information to such third party without entering into an
Acceptable Confidentiality Agreement and (C)&nbsp;will promptly
provide to Parent any non-public information concerning the
Company or its Subsidiaries provided to such other Person which
was not previously provided to Parent. Nothing contained in this
Section&nbsp;5.2 shall prohibit the Company or the Board of
Directors of the Company from taking and disclosing to the
Company&#146;s stockholders a position with respect to a tender
or exchange offer by a third party pursuant to Rules&nbsp;14d-9
and 14e-2(a) promulgated under the Exchange Act or from making
any other disclosure required by applicable Law.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(d)&nbsp;The Company shall keep Parent generally
informed on a prompt basis of the status of and material
developments respecting any solicitations, inquiries, proposals
and/or negotiations (including as to the material terms and
price in respect of any Company Acquisition Proposal) that are
made or conducted pursuant to Section&nbsp;5.2(a) or 5.2(c) no
later than 24&nbsp;hours after such material development, and
shall provide notice to Parent of any intent to take any of the
actions described in Section&nbsp;7.1(f) or to terminate this
Agreement pursuant to Section&nbsp;7.1(g) (it being understood
that the Company shall not take any of the actions described in
Section&nbsp;7.1(f) or terminate this Agreement in accordance
with Section&nbsp;7.1(g) unless and until it provides Parent not
less than 72&nbsp;hours notice of such action or termination, as
the case may be).
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(e)&nbsp;As used in this Agreement, &#147;Company
Acquisition Proposal&#148; means any inquiry, proposal or offer
from any Person or group of Persons relating to any direct or
indirect acquisition or purchase of a business that constitutes
20% or more of the net revenues, net income or assets of the
Company and its Subsidiaries, taken as a whole, or 20% or more
of the outstanding Company Common Stock, any tender offer or
exchange offer that if consummated would result in any Person or
group of Persons beneficially owning 20% or more of the
outstanding Company Common Stock, or any merger, consolidation,
business
</FONT>

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</FONT>

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<DIV align="left">
<FONT size="2">combination, recapitalization, liquidation,
dissolution or similar transaction involving the Company (or any
Subsidiary or Subsidiaries of the Company whose business
constitutes 20% or more of the net revenues, net income or
assets of the Company and its Subsidiaries, taken as a whole),
other than the transactions contemplated by this Agreement.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(f)&nbsp;As used in this Agreement,
&#147;Superior Proposal&#148; means a Company Acquisition
Proposal (but changing the references to the 20% amounts in the
definition of Company Acquisition Proposal to 50%) made on terms
which the Board of Directors (or the Special Committee) in good
faith determines (based on such matters as it deems relevant,
after consultation with its independent financial advisor and
outside counsel), (a)&nbsp;would, if consummated, result in a
transaction that is more favorable to its stockholders entitled
to receive the Merger Consideration hereunder (in their
capacities as stockholders), from a financial point of view,
than the transactions contemplated hereby, and (b)&nbsp;is
reasonably likely to be completed.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(g)&nbsp;As used in this Agreement, an
&#147;Acceptable Confidentiality Agreement&#148; shall mean a
confidentiality and standstill agreement that contains
provisions which are no less favorable to the Company than those
contained in either (i)&nbsp;the Confidentiality Agreement or
(ii)&nbsp;a proposed amendment and/or restatement of the
Confidentiality Agreement that is signed by the Company and
delivered to WCAS so long as such amendment and/or restatement
does not (x) contain or amend any provisions which are less
favorable to WCAS than the Confidentiality Agreement in effect
as of the date hereof or (y)&nbsp;amend or modify (including by
adding any provision that limits or conflicts with) the
provisions of the fourth paragraph or the eleventh paragraph of
the Confidentiality Agreement in effect as of the date hereof.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Fees and
Expenses.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(a)&nbsp;Except as otherwise provided in this
Section&nbsp;5.3 and except with respect to claims for damages
incurred as a result of a willful and knowing breach of this
Agreement by Parent or Acquisition as described in
Section&nbsp;7.2, all costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby
shall be paid by the party incurring such costs and expenses.
The Company shall pay all costs and expenses in connection with
the printing and mailing of the Proxy Statement, as well as all
SEC filing fees related to the transactions contemplated hereby.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(b)&nbsp;In the event of any termination of this
Agreement (i)&nbsp;by Parent under Section&nbsp;7.1(f),
(ii)&nbsp;by Parent under Section&nbsp;7.1(d) so long as the
breach or failure to perform giving rise to such right of
termination under Section&nbsp;7.1(d) was a willful and knowing
breach or failure to perform, (iii)&nbsp;by the Company under
Section&nbsp;7.1(g), (iv)&nbsp;by Parent or the Company under
Section&nbsp;7.1(c) so long as (A)&nbsp;a Company Acquisition
Proposal shall have been communicated to the Board of Directors
of the Company or the Special Committee or publicly announced
prior to the Termination Date (as hereinafter defined) and not
withdrawn prior to the 30th day preceding the Termination Date,
(B)&nbsp;if Parent (rather than the Company) shall have
terminated under Section&nbsp;7.1(c), the Special Meeting shall
not have been held prior to such termination under
Section&nbsp;7.1(c) for any reason other than the continuance of
any SEC review and comment process relating to the Proxy
Statement or the issuance by a court of competent jurisdiction
of an Order prohibiting the Special Meeting (but only so long as
the Company&#146;s knowing and willful breach of or failure to
perform any of its obligations under this Agreement is not the
primary source of such delay) and (C)&nbsp;within twelve months
after such termination pursuant to 7.1(c), the Company (and/or
its Subsidiaries) enter(s) into a definitive agreement with
respect to, or consummate(s), a transaction that would have
constituted a Company Acquisition Proposal (but changing the
references to the 20% amounts in the definition of Company
Acquisition Proposal to 50%) (the &#147;Subsequent
Transaction&#148;) or (v)&nbsp;by Parent or the Company under
Section&nbsp;7.1(h) so long as (A)&nbsp;a Company Acquisition
Proposal shall have been publicly announced prior to the Special
Meeting and not withdrawn prior to the second business day
preceding the mailing date of the Proxy Statement and
(B)&nbsp;within twelve months after such termination pursuant to
7.1(h), the Company (and/or its Subsidiaries) enter(s) into a
definitive agreement with respect to, or consummate(s), a
Subsequent Transaction, then the Company shall pay to Parent or
its designee, a fee in the amount of $12,912,000 (the
&#147;Company Termination Fee&#148;),
</FONT>

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</FONT>

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<DIV align="left">
<FONT size="2">in cash, by wire transfer of immediately
available funds to an account designated by Parent. The Company
shall pay the Company Termination Fee to Parent (x)&nbsp;in the
case of a termination as provided in Section&nbsp;5.3(b)(i),
(ii)&nbsp;or (iii)&nbsp;above on the day of termination of this
Agreement or (y)&nbsp;in the case of a termination as provided
in Section&nbsp;5.3(b)(iv) or (v), on the date of the entering
into of a definitive agreement with respect to, or the
consummation of, as the case may be, the Subsequent Transaction.
As used herein, with respect to any Company Acquisition
Proposal, &#147;withdrawn&#148; shall mean that (i)&nbsp;such
offer was withdrawn publicly or, if such Company Acquisition
Proposal has not been publicly announced, that the Board of
Directors or the Special Committee has confirmed in writing to
Parent that is has been withdrawn, (ii)&nbsp;since the
withdrawal of such Company Acquisition Proposal, there shall
have been no further negotiations with respect thereto between
the Person making such proposal (or such Person&#146;s
representatives) and the Company (or any Company
Representatives) and no further delivery of confidential
information by the Company (or any Company Representatives) to
such Person (or such Person&#146;s representatives) and
(iii)&nbsp;the Company shall have requested that the Person
making such proposal return or destroy all confidential
information previously delivered to such Person (or such
Person&#146;s representatives); provided, that no Company
Acquisition Proposal shall be considered to have been
&#147;withdrawn&#148; for purposes of this Section&nbsp;5.3(b)
if, within twelve months after the termination of this
Agreement, the Company (and/or its Subsidiaries) enter(s) into a
definitive agreement with respect to, or consummate(s), a
Subsequent Transaction with the Person or group of Persons who
made such Company Acquisition Proposal (or any affiliate
thereof).
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Brokers or
Finders.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(a)&nbsp;The Company represents, as to itself,
its Subsidiaries and its affiliates, that no agent, broker,
investment banker, financial advisor or other firm or person is
or will be entitled to any broker&#146;s or finder&#146;s fee or
any other commission or similar fee in connection with any of
the transactions contemplated by this Agreement, except for the
Financial Advisor, whose fees and expenses will be paid by the
Company in accordance with the Company&#146;s agreements with
such firm.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(b)&nbsp;Parent and Acquisition each represent as
to itself, its subsidiaries and its affiliates that no agent,
broker, investment banker, financial advisor or other firm or
person engaged by Parent or Acquisition is or will be entitled
to receive any broker&#146;s or finder&#146;s fee or any other
commission or similar fee in connection with any of the
transactions contemplated by this Agreement except as set forth
in the Financing Letters or as set forth on Schedule&nbsp;5.4(b).
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Indemnification;
Directors&#146; and Officers&#146; Insurance.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(a)&nbsp;All rights to indemnification and
exculpation from liability for acts and omissions occurring at
or prior to the Effective Time and rights to advancements of
expenses relating thereto now existing in favor of the current
or former directors, officers, employees and agents of the
Company and its Subsidiaries (the &#147;Indemnitees&#148;) as
provided in their respective charters and/or bylaws (or similar
organizational documents) or in any indemnification agreement
listed on Schedule&nbsp;5.5(a) shall survive the Merger and
shall not be amended, repealed or otherwise modified in any
manner that would adversely affect the rights thereunder of any
such Indemnitees, unless an alteration or modification of such
documents is required by applicable Law or the Indemnitee
affected thereby otherwise consents in writing thereto. For six
years after the Effective Time, Surviving Corporation shall
indemnify and hold harmless the Indemnitees in respect of acts
or omissions occurring at or prior to the Effective Time to the
fullest extent permitted by the DGCL.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(b)&nbsp;For a period of six years after the
Effective Time, the Surviving Corporation shall provide and
maintain officers&#146; and directors&#146; liability insurance
and fiduciary liability insurance for acts or omissions
occurring prior to the Effective Time (&#147;D&#38;O
Insurance&#148;) covering the persons described in
Section&nbsp;5.5(a) (whether or not they are entitled to
indemnification thereunder) who are currently covered by the
Company&#146;s existing officers&#146; and directors&#146; or
fiduciary liability insurance policies on terms (particularly as
to coverage and amount) no less advantageous in the aggregate to
such indemnified parties than such existing insurance (a copy of
which has been made available to Parent and Acquisition);
provided, that the Surviving Corporation will not be required to
pay an annual premium therefor in excess
</FONT>

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</FONT>

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<DIV align="left">
<FONT size="2">of 200% of the annual premium being paid as of
the date hereof, which the Company represents and warrants to be
$495,000 (the &#147;Current Premium&#148;); and if the provision
and maintenance of D&#38;O Insurance in accordance with this
Section&nbsp;5.5(b) exceeds 200% of the Current Premium, the
Surviving Corporation shall provide the greatest amount of
substantially equivalent D&#38;O Insurance obtainable for 200%
of the Current Premium.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(c)&nbsp;In the event the Surviving Corporation
or any of its respective successors or assigns
(i)&nbsp;consolidates with or merges into any other Person and
is not the continuing or surviving corporation or entity of such
consolidation or merger or (ii) transfers all or substantially
all of its properties and assets to any Person, proper
provisions shall be made so that such Person assumes the
obligations set forth in this Section&nbsp;5.5.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(d)&nbsp;This Section&nbsp;5.5, which shall
survive the consummation of the Merger at the Effective Time and
shall continue for the periods specified herein, is intended to
benefit the Company, the Surviving Corporation, and any Person
referenced in this Section&nbsp;5.5 or indemnified hereunder,
each of whom may enforce the provisions of this Section&nbsp;5.5
(whether or not parties to this Agreement). The rights of this
Section&nbsp;5.5 shall be in addition to any rights such Persons
may have under the Company Certificate of Incorporation or
Company Bylaws or the articles or certificate of incorporation
or bylaws of any Company Subsidiary, or under Delaware Law or
any other applicable laws or under any agreement of any
Indemnitee with the Company or any Company Subsidiary that is
listed on Schedule&nbsp;5.10.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Reasonable
Best Efforts.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(a)&nbsp;Subject to the terms and conditions of
this Agreement, each of the parties hereto agrees to use its
reasonable best efforts to take, or cause to be taken, all
action and to do, or cause to be done, all things necessary,
proper or advisable, under applicable Laws or otherwise, to
consummate and make effective the transactions contemplated by
this Agreement. The Company will use its reasonable best efforts
to obtain any consent from third parties necessary to allow the
Company and its Subsidiaries to continue operating their
business as presently conducted as a result of the consummation
of the transactions contemplated hereby.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(b)&nbsp;In case at any time after the Effective
Time, any further action is necessary or desirable to carry out
the purposes of this Agreement or to vest the Surviving
Corporation with full title to all properties, assets, rights,
approvals, immunities and franchises of the Company, the parties
to this Agreement shall direct their respective officers and
directors to take all such necessary action.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(c)&nbsp;The Company agrees to provide, and will
use its reasonable best efforts to cause its officers and
employees to provide, all necessary cooperation reasonably
requested by Parent or Acquisition in connection with the
arrangement of, and the negotiation of agreements with respect
to, the Financing (and any substitutions or replacements
thereof), including by making available to Parent and
Acquisition and such financing sources and their
representatives, personnel (including for participation at
organizational meetings, drafting sessions for offering
memoranda and in road shows), documents and information of the
Company and its Subsidiaries as may reasonably be requested by
Parent or Acquisition or such financing sources and, if
applicable, by cooperating with financing sources in achieving a
timely offering and/or syndication of Financing (or such
substitutions or replacements) reasonably satisfactory to Parent
and Acquisition and such financing sources.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(d)&nbsp;Neither Parent nor Acquisition shall,
without the prior written consent of the Company, take any
action to amend, terminate or rescind the Financing Letters in
any manner that would reasonably be expected to decrease the
likelihood that the Financing will be obtained at Closing and
each shall use their reasonable best efforts to satisfy the
terms and conditions set forth in the Financing Letters on or
before the Termination Date.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(e)&nbsp;On or prior to the Closing Date, the
Company shall enter into an amendment to the Amended and
Restated AmeriSERP Plan, effective as of January&nbsp;1, 2002
(the &#147;AmeriSERP Plan&#148;), pursuant to which
Section&nbsp;5.15 of the AmeriSERP Plan shall be deleted in its
entirety effective as of the Effective Time.
</FONT>

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Publicity.</I>
The parties will consult with each other and will mutually agree
upon any press release or other public announcement pertaining
to the Merger or this Agreement and shall not issue any such
press release or make any such public announcement prior to such
consultation and agreement, except as may be required by
applicable Law, in which case the party proposing to issue such
press release or make such public announcement shall use its
reasonable best efforts to consult in good faith with the other
party before issuing any such press release or making any such
public announcement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Consents and
Approvals; State Takeover Laws.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(a)&nbsp;Parent, Acquisition and the Company
shall cooperate with one another in (i)&nbsp;determining whether
any action by or in respect of, or filing with, any Governmental
Entity is required, or any actions, consents, approvals or
waivers are required to be obtained from parties to any
contracts, agreements, commitments, leases, licenses,
arrangements, instruments or obligations, in connection with the
consummation of the transactions contemplated hereby and
(ii)&nbsp;seeking timely to obtain any such actions, consents,
approvals or waivers. Without limiting the generality of the
foregoing, each of the parties hereto shall file or cause to be
filed with the Federal Trade Commission (the &#147;FTC&#148;)
and the Antitrust Division of the Department of Justice (the
&#147;Antitrust Division&#148;) any notification required to be
filed by it or its &#147;ultimate parent&#148; company under the
HSR Act and the rules and regulations promulgated thereunder
with respect to the transactions contemplated by this Agreement.
Such parties will use their reasonable best efforts to make such
filings promptly and to respond on a timely basis to any
requests for additional information made by either of such
agencies. Each of the parties hereto agrees to furnish the other
with copies of all correspondence, filings and communications
(and memoranda setting forth the substance thereof) between it
and its affiliates and their respective representatives, on the
one hand, and the FTC, the Antitrust Division or any other
Governmental Entity or members or their respective staffs, on
the other hand, with respect to the Merger, other than personal
financial information filed therewith.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(b)&nbsp;Each party hereto shall cooperate and
use its reasonable best efforts to promptly prepare and file all
necessary documentation to effect all necessary applications,
notices, petitions, filings and other documents, and use its
reasonable best efforts to obtain (and will cooperate with each
other in obtaining) any consent, acquiescence, authorization,
order or approval of, or any exemption or nonopposition by, any
Governmental Entity required to be obtained or made by Parent,
Acquisition or the Company or any of their respective affiliates
in connection with the Merger or the taking of any other action
contemplated by this Agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(c)&nbsp;Each party hereto agrees to furnish the
other with such necessary information and reasonable assistance
as such other party and its affiliates may reasonably request in
connection with their preparation of necessary filings,
registrations or submissions of information to any Governmental
Entities, including any filings necessary under the provisions
of the HSR Act.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(d)&nbsp;Without limiting the foregoing, the
Company and its Board of Directors shall (i)&nbsp;use their
commercially reasonable efforts to take all action necessary or
otherwise reasonably requested by Parent or Acquisition to
exempt the Merger from the provisions of any applicable
takeover, business combination, control share acquisition or
similar statute and (ii)&nbsp;if any state takeover statute or
similar statute or regulation becomes applicable to this
Agreement or the Merger, use its commercially reasonable efforts
to take all action necessary to ensure that the Merger may be
consummated as promptly as practicable on the terms contemplated
by this Agreement and otherwise to minimize the effect of such
statute or regulation on the Merger.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Notification
of Certain Matters.</I> Each party shall give prompt written
notice to each other party of (a)&nbsp;any notice or other
communication from any Person alleging that the consent of such
Person is or may be required in connection with the transactions
contemplated hereby, (b)&nbsp;notice or communication from any
Governmental Entity in connection with the transactions
contemplated hereby, (c)&nbsp;the occurrence, or failure to
occur, of any event of which it becomes aware that has caused or
would reasonably be expected to cause any representation or
warranty of such party contained in this Agreement to be untrue
or inaccurate in any material respect at any time from the date
hereof to the Closing Date, (d)&nbsp;the commencement or threat
of any Company Litigation or any other action, suit,
investigation or
</FONT>

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<DIV align="left">
<FONT size="2">proceeding which relates to the consummation of
the transactions contemplated hereby or the issuance of any
Order affecting the Company and/or any of its Subsidiaries or
any of their respective properties or assets, in either case
which, if pending or issued, as the case may be, on or prior to
the date of this Agreement, would have been required to have
been disclosed pursuant to Section&nbsp;3.1 the failure of such
party to comply with or satisfy in any material respect any
covenant, condition or agreement to be complied with or
satisfied by it hereunder. The delivery of any notice pursuant
to this Section&nbsp;5.9 is for informational purposes and shall
not limit or otherwise affect the remedies available hereunder
to any party or parties receiving such notice. Except as
otherwise provided in any such notice, the delivery of any such
notice shall not be deemed an admission or an acknowledgment
that (a)&nbsp;the subject matter of such notice is material or
would result in a Company Material Adverse Effect or Parent
Material Adverse Effect, or is outside of the ordinary course of
business or inconsistent with past practices or (b)&nbsp;there
has occurred an actual or an anticipatory breach of, or failure
to comply with or satisfy, any representation, warranty,
covenant, condition or agreement.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.10&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Continuation
of Employee Benefits.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(a)&nbsp;From and after the Effective Time, the
Surviving Corporation and its Subsidiaries will honor in
accordance with their terms all existing employment, severance,
consulting and salary continuation agreements between the
Company or any of its Subsidiaries and any current or former
officer, director, employee or consultant of the Company or any
of its Subsidiaries or group of such officers, directors,
employees or consultants.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(b)&nbsp;Until the first anniversary of the
Effective Time the Surviving Corporation will not materially and
adversely alter the benefits (including health benefits,
severance policies and general employment policies and
procedures) that are available to employees of the Company and
its Subsidiaries on the date hereof (other than modifications to
any employee benefit plans in the ordinary course of business
consistent with past practice and other than with respect to any
equity-based compensation). Nothing in this Section&nbsp;5.10(b)
shall be deemed to prevent the Surviving Corporation or any of
its Subsidiaries from making any change required by applicable
Law.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(c)&nbsp;To the extent permitted under applicable
Law, each employee of the Company or its Subsidiaries shall be
given credit for all service with the Company or its
Subsidiaries (or service credited by the Company or its
Subsidiaries) under all employee benefit plans, programs,
policies and arrangements maintained by the Surviving
Corporation and its Subsidiaries in which they participate or in
which they become participants for purposes of eligibility,
vesting and benefit accrual including, for purposes of
determining (i)&nbsp;short-term and long-term disability
benefits, (ii)&nbsp;severance benefits, (iii)&nbsp;vacation
benefits and (iv)&nbsp;benefits under any retirement plan.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(d)&nbsp;This Section&nbsp;5.10, which shall
survive the consummation of the Merger at the Effective Time and
shall continue without limit except as expressly set forth
herein, is intended to benefit and bind the Company, the
Surviving Corporation and any Person referenced in this
Section&nbsp;5.10, each of whom may enforce the provisions of
this Section&nbsp;5.10 whether or not parties to this Agreement.
Except as provided in clause (a)&nbsp;above, nothing contained
in this Section&nbsp;5.10 shall create any beneficiary rights in
any employee or former employee (including any dependent
thereof) of the Company, any of its Subsidiaries or the
Surviving Corporation in respect of continued employment for any
specified period of any nature or kind whatsoever.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.11&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Preparation
of the Proxy Statement; Special Meeting.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(a)&nbsp;As soon as practicable following the
date of this Agreement (but in any event no later than ten
business days after the date hereof), the Company shall prepare
and file with the SEC the Proxy Statement. The parties will
cooperate with each other in connection with the preparation of
the Proxy Statement. The Company will use its reasonable best
efforts to have the Proxy Statement cleared by the SEC and
mailed to its stockholders as promptly as practicable after such
filing. Each party agrees to correct any information provided by
it for use in the Proxy Statement which shall have become false
or misleading. The Company will as promptly as practicable
notify Parent of (i)&nbsp;the receipt of any oral or
</FONT>

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<DIV align="left">
<FONT size="2">written comments from the SEC and (ii)&nbsp;any
request by the SEC for any amendment to the Proxy Statement or
for additional information. The Company shall provide Parent a
reasonable opportunity to review and comment on its draft of the
Proxy Statement (including each amendment or supplement
thereto), and all responses to requests for additional
information by and replies to comments of the SEC, prior to
filing such with or sending such to the SEC, and the parties
hereto will provide each other with copies of all such filings
made and correspondence with the SEC. If at any time prior to
the Effective Time, any information should be discovered by any
party which should be set forth in an amendment or supplement to
the Proxy Statement so that the Proxy Statement would not
include any misstatement of a material fact or omit to state any
material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under
which they were made, not misleading, the party which discovers
such information shall promptly notify the other parties hereto
and, to the extent required by applicable Law, an appropriate
amendment or supplement describing such information shall be
promptly filed by the Company with the SEC and disseminated by
the Company to the stockholders of the Company.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(b)&nbsp;Subject to the next two sentences of
this Section&nbsp;5.11(b), the Company shall, acting through its
Board of Directors and in accordance with applicable Law and the
Amended and Restated Certificate of Incorporation and the
Amended and Restated Bylaws of the Company, duly call, give
notice of, convene and hold a special meeting of its
stockholders (the &#147;Special Meeting&#148;) as promptly as
practicable after the date hereof (and, in no event later than
45 days after the mailing of the Proxy Statement to the
shareholders of the Company) for the purpose of considering and
taking action upon this Agreement and the Merger and shall
solicit proxies in favor of approval of this Agreement and the
Merger. The Board of Directors of the Company shall recommend
approval of this Agreement and the Merger by the Company&#146;s
stockholders (subject to the following, such recommendation,
together with a copy of the opinion referred to in
Section&nbsp;3.1(n), shall be included in the Proxy Statement);
provided, that, notwithstanding anything in this Agreement to
the contrary, the Board of Directors of the Company may
determine (i)&nbsp;not to make or may withdraw, modify or change
such recommendation and (ii)&nbsp;not to solicit proxies in
favor of this Agreement and the Merger and/or not to hold the
Special Meeting if, in the case of both clauses (i)&nbsp;and
(ii), the Special Committee has determined in good faith, after
consultation with its independent legal and financial advisors,
that (a)&nbsp;the Company has received a Company Acquisition
Proposal that could reasonably be expected to result in a
Superior Proposal and (b)&nbsp;failure to take such action would
be inconsistent with the fiduciary duties of the Board of
Directors of the Company under applicable Law. The Company may,
if it has complied with the provisions of Section&nbsp;5.2 and
this Section&nbsp;5.11, and it receives a written bona fide
Company Acquisition Proposal that it reasonably expects could
result in a Superior Proposal, delay the mailing of the Proxy
Statement or the holding of the Special Meeting, in each case,
for such time (not to exceed ten business days) as is necessary
for the Board of Directors of the Company to consider such
Company Acquisition Proposal and to determine the effect, if
any, on its recommendation in favor of the Merger.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.12&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Consequences
If Rights Are Triggered.</I> If any Distribution Date (under and
as defined in the Rights Agreement) or Stock Acquisition Date
(under and as defined in the Rights Agreement) occurs under the
Rights Agreement at any time during the period from the date of
this Agreement to the Effective Time other than as a result of
the actions of Parent, Acquisition or their respective
affiliates, the Company, Parent, and Acquisition shall make such
adjustment to the per share Merger Consideration (without any
increase in the aggregate Merger Consideration) as the Company,
Parent and Acquisition shall mutually agree so as to preserve
the economic benefits that the parties each reasonably expected
on the date of this Agreement to receive as a result of the
consummation of the Merger.
</FONT>

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<P align="center">
<FONT size="2">ARTICLE&nbsp;VI
</FONT>

<P align="center">
<FONT size="2">CONDITIONS PRECEDENT
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">6.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Conditions to
Each Party&#146;s Obligation to Effect the Merger.</I> The
respective obligations of each party to effect the Merger shall
be subject to the satisfaction or waiver, where permitted by
applicable Law, by each party hereto prior to the Effective Time
of the following conditions:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(a)&nbsp;This Agreement shall have been adopted
    at the Special Meeting (or an adjournment thereof) by the
    affirmative vote of the holders of a majority of the outstanding
    shares of Company Common Stock entitled to vote thereon.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(b)&nbsp;Any applicable waiting periods
    (including any extensions thereof) under the HSR Act shall have
    expired or been terminated and all consents, approvals and
    actions of, filings with, and notices to, all Governmental
    Entities required of Parent, Acquisition or the Company or any
    of their respective Subsidiaries or other affiliates in
    connection with the transactions contemplated hereby shall have
    been made, obtained or effected, as the case may be, except for
    those, the failure of which to be made, obtained or effected has
    not had and would not reasonably be expected to have,
    individually or in the aggregate, a Company Material Adverse
    Effect.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(c)&nbsp;No Order or Law shall be in effect that
    prevents or materially restricts the consummation of the Merger
    or the other transactions contemplated hereby; provided, that
    prior to invoking this condition, each party shall use its
    reasonable best efforts to have any such legal prohibition or
    restraint removed.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">6.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Conditions to
the Obligation of Parent and Acquisition to Effect the
Merger.</I> The obligation of Parent and Acquisition to effect
the Merger is further subject to the following conditions, any
or all of which may be waived, in whole or in part by Parent and
Acquisition, on or prior to the Effective Time, to the extent
permitted by applicable Law:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(a)&nbsp;Each of the representations and
    warranties of the Company (i)&nbsp;set forth in
    Sections&nbsp;3.1(a)(y), 3.1(b), 3.1(c)(i), 3.1(c)(ii)(A),
    3.1(l) (with respect to Sections&nbsp;4.2(a) and (b)), 3.1(p),
    3.1(q), 3.1(x), 3.1(y) and 5.4(a) of this Agreement (the
    &#147;Specified Sections&#148;) shall be true and correct in all
    material respects (provided that any representation or warranty
    of the Company contained herein that is subject to a
    materiality, Material Adverse Effect or similar qualification
    shall not be so qualified for purposes of this paragraph) as of
    the Closing Date as though made on and as of the Closing Date
    (provided that, to the extent any such representation or
    warranty speaks as of a specified date, it need only be true and
    correct as of such specified date) and (ii)&nbsp;set forth in
    this Agreement (other than the Specified Sections) shall be true
    and correct (provided that any representation or warranty of the
    Company contained herein that is subject to a materiality,
    Material Adverse Effect or similar qualification shall not be so
    qualified for purposes of this paragraph) as of the Closing Date
    as though made on and as of the Closing Date (provided that, to
    the extent any such representation or warranty speaks as of a
    specified date, it need only be true and correct as of such
    specified date), except, in the case of this clause&nbsp;(ii),
    where the failure of such representations and warranties to be
    true and correct would not have a Company Material Adverse
    Effect; and Parent and Acquisition shall have received a
    certificate signed on behalf of the Company by the chief
    executive officer and the chief financial officer of the Company
    to the effect set forth in this paragraph.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(b)&nbsp;The Company shall have performed in all
    material respects the obligations required to be performed by it
    under this Agreement on or prior to the Closing Date and Parent
    and Acquisition shall have received a certificate signed on
    behalf of the Company by the chief executive officer and the
    chief financial officer of the Company to the effect set forth
    in this paragraph.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(c)&nbsp;There shall not be pending or threatened
    any suit, action, investigation or proceeding by any
    Governmental Entity (i)&nbsp;challenging the acquisition by
    Parent or Acquisition of any shares of Company Common Stock,
    seeking to restrain or prohibit the consummation of the Merger,
    or seeking
    </FONT></TD>
</TR>

</TABLE>

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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">to place limitations on the ownership of shares
    of Company Common Stock by Parent or Acquisition or seeking to
    obtain from the Company, Parent or Acquisition any damages that
    are material in relation to the Company, (ii)&nbsp;seeking to
    prohibit or materially limit the ownership or operation by the
    Company, Parent or any of their respective Subsidiaries of any
    portion of any business or of any assets of the Company, Parent
    or any of their respective Subsidiaries, or to compel the
    Company, Parent or any of their respective Subsidiaries to
    divest or hold separate any portion of any business or of any
    assets of the Company, Parent or any of their respective
    Subsidiaries, as a result of the Merger, (iii)&nbsp;seeking to
    prohibit Parent or any of its Subsidiaries from effectively
    controlling in any material respect the business or operations
    of the Company or any of its Subsidiaries or (iv)&nbsp;otherwise
    having, or being reasonably expected to have, a Company Material
    Adverse Effect.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(d)&nbsp;The Company shall have received all
    written consents, waivers and authorizations necessary to
    provide for the continuation in full force and effect after the
    Effective Time of all contracts, agreements, commitments,
    leases, licenses, arrangements, instruments and obligations of
    the Company and its Subsidiaries which, if not so continued as a
    result of the consummation of the Merger, would reasonably be
    expected to have, individually or in the aggregate, a Company
    Material Adverse Effect.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(e)&nbsp;There shall not have occurred after the
    date of this Agreement any event or circumstance, or aggregation
    of events or circumstances, that has had or would reasonably be
    expected to have, individually or in the aggregate, a Company
    Material Adverse Effect.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(f)&nbsp;Parent and Acquisition shall have
    obtained the proceeds of the Financing substantially on the
    terms contemplated by the Financing Letters or alternative
    financing on terms (including amounts and pricing) no less
    favorable in any material respect than those set forth in the
    Financing Letters.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(g)&nbsp;The total number of Dissenting Shares
    (excluding any shares held by WCAS) shall not exceed 5% of the
    issued and outstanding shares of Company Common Stock as of the
    Effective Time; provided that such percentage shall increase to
    8% in the event the Dissenting Shares shall include a holder of
    more than 3% of the issued and outstanding shares of Company
    Common Stock as of the Effective Time.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">6.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Conditions to
Obligation of the Company to Effect the Merger.</I> The
obligation of the Company to effect the Merger is further
subject to the following conditions, any or all of which may be
waived, in whole or in part by the Company, on or prior to the
Effective Time, to the extent permitted by applicable Law:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(a)&nbsp;Each of the representations and
    warranties of Parent and Acquisition set forth in this Agreement
    shall be true and correct as of the Closing Date as though made
    on and as of the Closing Date (provided that, to the extent any
    such representation or warranty speaks as of a specified date,
    it need only be true and correct as of such specified date)
    except where the failure of such representations and warranties
    to be true and correct would not have a Parent Material Adverse
    Effect, and the Company shall have received a certificate signed
    on behalf of Parent and Acquisition by their respective
    presidents, and, as to the representations and warranties set
    forth in Section&nbsp;3.2(g), their respective primary financial
    officers, to the effect set forth in this paragraph.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(b)&nbsp;Parent and Acquisition shall have
    performed in all material respects the obligations required to
    be performed by them under this Agreement on or prior to the
    Closing Date and the Company shall have received a certificate
    signed on behalf of Parent and Acquisition by their respective
    presidents to the effect set forth in this paragraph.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(c)&nbsp;Parent and Acquisition shall have
    obtained the proceeds of the Financing or alternative financing
    in an aggregate amount that is sufficient to allow the Surviving
    Corporation to fulfill its obligations under Article&nbsp;II
    hereof.
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">A-41
</FONT>

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<P align="center">
<FONT size="2">ARTICLE&nbsp;VII
</FONT>

<P align="center">
<FONT size="2">TERMINATION AND ABANDONMENT
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">7.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Termination
and Abandonment.</I> This Agreement may be terminated and the
Merger may be abandoned at any time prior to the Effective Time,
whether before or after Company Stockholder Approval:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(a)&nbsp;by mutual written consent of the
    Company, Parent and Acquisition;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(b)&nbsp;by Parent or the Company, if any court
    of competent jurisdiction or other Governmental Entity shall
    have issued an Order or taken any other action permanently
    restraining, enjoining or otherwise prohibiting the Merger, and
    such Order or other action shall have become final and
    non-appealable;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(c)&nbsp;by Parent or the Company, if the
    Effective Time shall not have occurred on or before 5:00 p.m.
    (EST)&nbsp;on April&nbsp;30, 2003 (the &#147;Termination
    Date&#148;); provided, that the right to terminate this
    Agreement under this Section&nbsp;7.1(c) shall not be available
    to any party whose failure to fulfill or breach of any
    obligation under this Agreement has been the cause of, or
    resulted in, the failure of the Effective Time to occur on or
    before such date;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(d)&nbsp;by Parent, if (i)&nbsp;any of the
    representations and warranties of the Company contained in this
    Agreement shall fail to be true and correct such that the
    condition set forth in Section&nbsp;6.2(a) would not be
    satisfied, or (ii)&nbsp;the Company shall have breached or
    failed to comply with any of its obligations under this
    Agreement such that the condition set forth in
    Section&nbsp;6.2(b) would not be satisfied (in either case other
    than as a result of a material breach by Parent or Acquisition
    of any of their respective obligations under this Agreement) and
    such failure or breach with respect to any such representation,
    warranty or obligation cannot be cured or, if curable, shall
    continue unremedied for a period of thirty days after the
    Company has received written notice from Parent of the
    occurrence of such failure or breach (provided that in no event
    shall such thirty day period extend beyond the second day
    preceding the Termination Date);
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(e)&nbsp;by the Company, if (i)&nbsp;any of the
    representations and warranties of Parent and Acquisition
    contained in this Agreement shall fail to be true and correct
    such that the condition set forth in Section&nbsp;6.3(a) would
    not be satisfied, or (ii)&nbsp;Parent or Acquisition shall have
    breached or failed to comply with any of their respective
    obligations under this Agreement such that the condition set
    forth in Section&nbsp;6.3(b) would not be satisfied (in either
    case other than as a result of a material breach by the Company
    of any of its obligations under this Agreement) and such failure
    or breach with respect to any such representation, warranty or
    obligation cannot be cured or, if curable, shall continue
    unremedied for a period of thirty days after Parent has received
    written notice from the Company of the occurrence of such
    failure or breach (provided that in no event shall such thirty
    day period extend beyond the second day preceding the
    Termination Date);
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(f)&nbsp;by Parent, if (i)&nbsp;the Board of
    Directors of the Company or the Special Committee shall have
    withdrawn or modified, in any manner which is materially adverse
    to Parent and/or Acquisition, its recommendation or approval of
    this Agreement and the Merger, (ii)&nbsp;the Board of Directors
    of the Company shall have failed to recommend to the
    Company&#146;s stockholders that they approve this Agreement and
    the Merger at the Special Meeting, (iii)&nbsp;the Board of
    Directors of the Company or the Special Committee shall have
    publicly approved or recommended any alternative Company
    Acquisition Proposal, (iv)&nbsp;a tender or exchange offer that
    would constitute an alternative Company Acquisition Proposal is
    commenced after the date of this Agreement and the Board of
    Directors of the Company or the Special Committee fails to
    recommend against the acceptance of such tender or exchange
    offer by the stockholders of the Company (including by means of
    taking no position with respect to the acceptance of such tender
    or exchange offer by the stockholders of the Company) within ten
    business days from the commencement thereof or (v)&nbsp;if the
    Board of Directors of the Company or the Special Committee
    resolves to take any of the foregoing actions; provided, that
    the Company shall provide Parent prior written notice of its
    intention to take any action described in this
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">A-42
</FONT>

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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">Section&nbsp;7.1(f), which notice must be
    received by Parent at least 72 hours prior to the Company&#146;s
    taking any such action;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(g)&nbsp;by the Company, if in the exercise of
    its good faith judgment as to its fiduciary duties to the
    stockholders of the Company, after consultation with outside
    counsel, the Board of Directors of the Company or the Special
    Committee determines that such termination is required by reason
    of a Superior Proposal having been made; provided, that the
    Company shall provide Parent not less than 72 hours prior
    written notice of its intention to terminate this Agreement
    and/or enter into a definitive agreement with respect to any
    Superior Proposal; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(h)&nbsp;by Parent or the Company, if the Special
    Meeting is held and the Company fails to obtain Company
    Stockholder Approval at the Special Meeting (or any adjournment
    thereof).
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">Any party desiring to terminate this Agreement
    shall give written notice of such termination to the other
    parties.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">7.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Effect of
Termination.</I> (a)&nbsp;In the event of any termination of
this Agreement by any party hereto as provided in
Section&nbsp;7.1, this Agreement shall forthwith become void and
there shall be no liability or further obligation hereunder on
the part of any party hereto or their respective affiliates,
officers, directors or stockholders, except that the last
sentence of Section&nbsp;5.1(a), Section&nbsp;5.3,
Section&nbsp;5.4, this Section&nbsp;7.2 and Article&nbsp;VIII
shall survive such termination.
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(b)&nbsp;Except for the termination rights
    provided in Section&nbsp;7.1 and except as otherwise provided in
    Section&nbsp;8.2, the Company acknowledges and agrees that its
    remedy for any claim asserted by the Company against Parent or
    Acquisition, including, without limitation, any claim that
    arises out of or relates in any way to the negotiation, entry
    into, performance, or the terms of this Agreement or the
    transactions contemplated hereby or the breach or claimed breach
    thereof shall be limited to the remedy as agreed to in the
    Contingency Letter Agreement among WCAS, the Company and Parent
    dated of even date herewith and such remedy shall only be
    available if this Agreement shall have been terminated by the
    Company pursuant to Section&nbsp;7.1(e) and such breaches or
    claimed breaches by Parent and/or Acquisition giving rise to
    such termination were knowing and willful.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(c)&nbsp;Except for the termination rights
    provided in Section&nbsp;7.1 and except as otherwise provided in
    Section&nbsp;8.2, Parent and Acquisition acknowledge and agree
    that: (i)&nbsp;for any claim asserted by Parent or Acquisition
    against the Company, including, without limitation, any claim
    that arises out of or relates in any way to the negotiation,
    entry into, performance, or terms of this Agreement or the
    transactions contemplated hereby or the breach or claimed breach
    thereof, Parent and Acquisition shall be entitled to only a
    single recovery, and such recovery shall be as specified in
    Section&nbsp;5.3 hereof; (ii) such recovery shall be Parent and
    Acquisition&#146;s sole and exclusive remedy with respect to any
    such claim, and all other damages or remedies, at law or in
    equity (including provisional remedies) are waived;
    (iii)&nbsp;it is the intent of Parent and Acquisition that the
    limitations imposed hereby on remedies and the measure of
    damages shall apply regardless of the theory upon which recovery
    hereunder is sought.
    </FONT></TD>
</TR>

</TABLE>

<P align="center">
<FONT size="2">ARTICLE&nbsp;VIII
</FONT>

<P align="center">
<FONT size="2">MISCELLANEOUS
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">8.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Survival of
Representations, Warranties, Covenants and Agreements.</I> None
of the representations, warranties, covenants and agreements
contained in this Agreement or in any certificate or other
instrument delivered pursuant to this Agreement shall survive
the Effective Time except for covenants and agreements that
contemplate performance after the Effective Time (which
covenants and agreements shall survive in accordance with their
terms).
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">8.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Specific
Performance.</I> The parties hereto acknowledge and agree that
any breach or threatened breach of the terms of this Agreement
would give rise to irreparable harm for which money damages
would not be an adequate remedy and accordingly the parties
agree that, in addition to any other
</FONT>

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</FONT>

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<DIV align="left">
<FONT size="2">remedies, each party shall be entitled to enforce
the terms of this Agreement by a decree of specific performance
without the necessity of proving the inadequacy of money damages
as a remedy.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">8.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Notices.</I>
Any notice or communication required or permitted hereunder
shall be in writing and shall be delivered personally, delivered
by nationally recognized overnight courier service, sent by
certified or registered mail, postage prepaid, or sent by
facsimile (subject to electronic confirmation of such facsimile
transmission and the sending (on the date of such facsimile
transmission) of a confirmation copy of such facsimile by
nationally recognized overnight courier service or by certified
or registered mail, postage prepaid). Any such notice or
communication shall be deemed to have been given (i)&nbsp;when
delivered, if personally delivered, (ii)&nbsp;one business day
after it is deposited with a nationally recognized overnight
courier service, if sent by nationally recognized overnight
courier service, (iii)&nbsp;the day of sending, if sent by
facsimile prior to 5:00 p.m. (EST)&nbsp;on any business day or
the next succeeding business day if sent by facsimile after
5:00&nbsp;p.m. (EST)&nbsp;on any business day or on any day
other than a business day or (iv)&nbsp;five business days after
the date of mailing, if mailed by certified or registered mail,
postage prepaid, in each case, to the following address or
facsimile number, or to such other address or addresses or
facsimile number or numbers as such party may subsequently
designate to the other parties by notice given hereunder:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="4%"></TD>
    <TD width="93%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(a)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">if to Parent or Acquisition, to it:
    </FONT></TD>
</TR>

</TABLE>

<DIV align="left">
<FONT size="2">c/o Welsh, Carson, Anderson &#38; Stowe IX, L.P.
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">320 Park Avenue, Suite&nbsp;2500
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">New York, New York 10022-6815
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">Attn: Paul B. Queally and D. Scott Mackesy
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">Facsimile: (212)&nbsp;893-9566
</FONT>
</DIV>

<P align="left">
<FONT size="2">with a copy to:
</FONT>

<P align="left">
<FONT size="2">Reboul, MacMurray, Hewitt &#38; Maynard
</FONT>

<DIV align="left">
<FONT size="2">45 Rockefeller Plaza
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">New York, New York 10111
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">Attn: Othon A. Prounis, Esq.
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">Facsimile: (212)&nbsp;841-5725
</FONT>
</DIV>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="4%"></TD>
    <TD width="93%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(b)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">if to the Company, to:
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">AmeriPath, Inc.
</FONT>

<DIV align="left">
<FONT size="2">7289 Garden Road, Suite&nbsp;200
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">Riviera Beach, Florida 33404
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">Attn: James C. New
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">Facsimile: (561)&nbsp;845-0129
</FONT>
</DIV>

<P align="left">
<FONT size="2">with a copy to:
</FONT>

<P align="left">
<FONT size="2">Alston &#38; Bird LLP
</FONT>

<DIV align="left">
<FONT size="2">One Atlantic Center
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">1201 Peachtree Street
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">Atlanta, GA 30309-3424
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">Attn: J. Vaughan Curtis, Esq.
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">Facsimile: (404)&nbsp;881-7777
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">8.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Interpretation.</I>
As used herein, the words &#147;hereof&#148;,
&#147;herein&#148;, &#147;herewith&#148; and words of similar
import shall, unless otherwise stated, be construed to refer to
this Agreement as a whole and not to any particular provision of
this Agreement, and the words &#147;Article&#148; and
&#147;Section&#148; are references to the articles and sections
of this Agreement unless otherwise specified. Whenever the words
&#147;include&#148;, &#147;includes&#148; or
&#147;including&#148; are used in this Agreement they shall be
deemed to be followed by the words &#147;without
limitation&#148;. Unless otherwise provided herein, each
accounting term used in this Agreement has the meaning given to
it in accordance with GAAP. As used in this Agreement, the term
&#147;affiliate&#148; shall have the meaning set forth in
Rule&nbsp;12b-2 promulgated under the Exchange Act. The
definitions contained in
</FONT>

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<DIV align="left">
<FONT size="2">this Agreement are applicable to the singular as
well as the plural forms of such terms and to the masculine as
well as to the feminine and neuter genders of such terms. Any
agreement or statute referred to herein means such agreement or
statute as from time to time amended, qualified or supplemented,
including, in the case of statutes, by succession of comparable
successor statutes. References to the Securities Act and to the
Exchange Act are also references to the rules and regulations of
the SEC promulgated thereunder. References to a Person are also
to its successors and permitted assigns. The table of contents
and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. The parties hereto have
participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if
drafted jointly by the parties and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of
the authorship of any provisions of this Agreement. As used in
this Agreement, the phrase &#147;to the knowledge of the
Company&#148; shall mean to the actual knowledge of the
individuals listed on Schedule&nbsp;8.4, after reasonable
inquiry.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">8.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Counterparts.</I>
This Agreement may be executed in two or more counterparts (and
may be delivered by facsimile), each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">8.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Entire
Agreement; No Third Party Beneficiaries.</I> This Agreement,
including the schedules hereto, together with the
Confidentiality Agreement, constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written
and oral, between the parties hereto with respect to the subject
matter hereof (other than the Confidentiality Agreement which
shall survive the execution and delivery of this Agreement).
This Agreement shall be binding upon and inure to the benefit of
each party hereto and to their respective successors and
permitted assigns, and, except as provided in Section&nbsp;5.5
and Section&nbsp;5.10, nothing in this Agreement, express or
implied, is intended to or shall confer upon any other Person
any other right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">8.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Amendment.</I>
This Agreement may be amended, modified or supplemented, only by
written agreement of Parent, Acquisition and the Company at any
time prior to the Effective Time with respect to any of the
terms contained herein; provided, that, after Company
Stockholder Approval is obtained, no term or condition contained
in this Agreement shall be amended or modified in any manner
that by Law requires further approval by the stockholders of the
Company without so obtaining such further stockholder approval.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">8.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Waiver.</I>
At any time prior to the Effective Time, the parties hereto, by
action taken or authorized by their respective Boards of
Directors, may, to the extent legally allowed (a)&nbsp;extend
the time for the performance of any of the obligations or other
acts required hereby, (b) waive any inaccuracies in the
representations and warranties contained herein or in any
document delivered pursuant hereto and (c)&nbsp;waive compliance
with any of the agreements or conditions contained herein. Any
agreement on the part of a party hereto to any such extension or
waiver shall be valid only if set forth in a written instrument
signed by such party. No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate
as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">8.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Governing
Law.</I> This Agreement, and all claims arising hereunder, shall
be governed and construed and enforced in accordance with the
Laws of the State of Delaware, without giving effect to the
principles of conflicts of Law thereof.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">8.10&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Submission
to Jurisdiction.</I> Each of the parties hereto irrevocably and
unconditionally submits, for itself and its property, to the
exclusive jurisdiction of the Delaware Court of Chancery or, in
the event (but only in the event) such court does not have
subject matter jurisdiction, any other court of the state of
Delaware or the United States District Court for the District of
Delaware, in any action or proceeding arising out of or relating
to this Agreement. Each of the parties hereto agrees that,
subject to rights with respect to post-trial motions and rights
of appeal or other avenues of review, a final judgment in any
such
</FONT>

<P align="center"><FONT size="2">A-45
</FONT>

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<DIV align="left">
<FONT size="2">action or proceeding shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by Law. Each of the parties hereto
irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection that it may now
or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in the
Delaware Court of Chancery or any other state court of the State
of Delaware or the United States District Court for the District
of Delaware. Each of the parties hereto irrevocably and
unconditionally waives, to the fullest extent it may legally and
effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">8.11&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Assignment.</I>
No party hereto shall assign this Agreement or any of its
rights, interests or obligations hereunder (whether by operation
of Law or otherwise) without the prior written consent of the
other parties hereto. Any assignment in violation of the
foregoing shall be null and void.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">8.12&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Severability.</I>
If any term or other provision of this Agreement is finally
determined by a court of competent jurisdiction, by final
judgment no longer subject to review, to be invalid, illegal or
incapable of being enforced, all other terms and provisions of
this Agreement shall nevertheless remain in full force and
effect so long as neither the economic nor legal substance of
the transactions contemplated herein is affected in any manner
materially adverse to any party hereto. Upon such determination
that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in a
mutually acceptable manner.
</FONT>

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<P align="center"><FONT size="2">A-46
</FONT>

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">IN WITNESS WHEREOF, the parties hereto have
caused this Agreement and Plan of Merger to be executed and
delivered by their respective officers thereunto duly authorized
as of the date first above written.
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">THE COMPANY:
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">AMERIPATH, INC.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="2%"></TD>
    <TD width="58%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">By:&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">/s/ JAMES C. NEW
    </FONT></TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <HR size="1" align="left" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">Name:&nbsp;James C. New
    </FONT></TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="8%"></TD>
    <TD width="52%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">Title:</FONT></TD>
    <TD align="left">
    <FONT size="2">Chief Executive Officer
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">PARENT:
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">AMY HOLDING COMPANY
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="2%"></TD>
    <TD width="58%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">By:&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">/s/ D. SCOTT MACKESY
    </FONT></TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <HR size="1" align="left" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">Name:&nbsp;D. Scott Mackesy
    </FONT></TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="8%"></TD>
    <TD width="52%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">Title:</FONT></TD>
    <TD align="left">
    <FONT size="2">Vice President
    </FONT></TD>
</TR>

</TABLE>
<P>

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<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">ACQUISITION:
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">AMY ACQUISITION CORP.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="2%"></TD>
    <TD width="58%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">By:&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">/s/ D. SCOTT MACKESY
    </FONT></TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <HR size="1" align="left" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">Name:&nbsp;D. Scott Mackesy
    </FONT></TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="8%"></TD>
    <TD width="52%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">Title:</FONT></TD>
    <TD align="left">
    <FONT size="2">Vice President
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">A-47
</FONT>

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<DIV align="right">
<B><FONT size="2">APPENDIX&nbsp;B</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">CONTINGENCY LETTER AGREEMENT</FONT></B>

<P align="center">
<B><FONT size="2">WELSH, CARSON, ANDERSON &#38; STOWE IX,
L.P.</FONT></B>

<DIV align="center">
<B><FONT size="2">320 Park Avenue, Suite&nbsp;2500</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">New York, New York 10022-6815</FONT></B>
</DIV>

<P align="right">
<FONT size="2">As of December&nbsp;8, 2002
</FONT>

<P align="left">
<FONT size="2">Amy Holding Company
</FONT>

<DIV align="left">
<FONT size="2">c/o Welsh, Carson, Anderson &#38; Stowe
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">320 Park Avenue, Suite&nbsp;2500
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">New York, New York 10022-6815
</FONT>
</DIV>

<P align="left">
<FONT size="2">AmeriPath, Inc.
</FONT>

<DIV align="left">
<FONT size="2">7289 Garden Road, Suite&nbsp;200
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">Riveria Beach, Florida 33404
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Re:&nbsp;Contingency Letter Agreement
</FONT>

<P align="left">
<FONT size="2">Ladies and Gentlemen:
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Reference is hereby made to the Agreement and
Plan of Merger, dated as of the date hereof (the &#147;<U>Merger
Agreement</U>&#148;), by and among Amy Holding Company, a
Delaware corporation (&#147;<U>Parent</U>&#148;), Amy
Acquisition Corp., a Delaware corporation
(&#147;<U>Acquisition</U>&#148;), and Ameripath, Inc., a
Delaware corporation (the &#147;<U>Company</U>&#148;).
Capitalized terms used and not otherwise defined herein have the
meanings ascribed to them in the Merger Agreement or, if not
defined therein, in the Senior Bank and Bridge Loan Commitment
Letter (such terms being used herein as defined in the Merger
Agreement).
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Welsh, Carson, Anderson &#38; Stowe IX, L.P.
(&#147;<U>WCAS IX</U>&#148;) hereby agrees with Parent and the
Company that, if, at any time on or after the date hereof and
prior to the Effective Time, Parent and/or Acquisition shall
have any liability to the Company under the Merger Agreement or
otherwise that cannot be satisfied out of the assets of Parent
and/or Acquisition, WCAS IX shall make an equity contribution to
Parent (which shall, to the extent needed, be contributed by
Parent to Acquisition) in an amount up to the amount of such
liability (such obligation of WCAS IX, the &#147;<U>Backstop
Obligation</U>&#148;); <I>provided,</I> that, WCAS IX shall, in
any event, be deemed to have satisfied in full the Backstop
Obligation once WCAS IX has contributed to Parent in respect of
such Backstop Obligation and/or paid or delivered to the Company
in respect of Direct Obligations (as defined below) an aggregate
$12,912,000 in cash and an aggregate 1,534,480 shares of Company
Common Stock. Any contribution by WCAS IX to Parent pursuant to
this paragraph shall reduce by an equal amount any investment
commitment that WCAS IX may have to Parent. WCAS IX&#146;s
Backstop Obligation may be satisfied by a contribution to Parent
by any other affiliate of Welsh, Carson, Anderson &#38; Stowe or
a third party. Any contribution contemplated by this paragraph
shall be made immediately upon the earlier to occur of:
(i)&nbsp;the execution and delivery of any settlement agreement
to which the Company is a party relating to and finally
resolving any liability by Parent and/or Acquisition to Company
under the Merger Agreement and if an action was commenced by the
Company in respect of such liability there shall have been
executed and delivered by the Company a stipulation of dismissal
with prejudice in a form prepared by WCAS IX or (ii)&nbsp;the
entry by a court of competent jurisdiction of a final judgment
no longer subject to appeal or other avenue of review that a
liability by Parent and/or Acquisition to Company under the
Merger Agreement exists. WCAS IX further acknowledges and agrees
that, consistent with the terms of this letter agreement, the
Backstop Obligation is absolute and unconditional.
</FONT>

<P align="center"><FONT size="2">B-1
</FONT>

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition, WCAS IX hereby covenants and agrees
(in the case of (i), (ii), and (iii)&nbsp;below) and represents
and warrants (in the case of (iv)&nbsp;below) as follows:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(i)&nbsp;to vote all shares of Company Common
    Stock held by it in favor of the Merger Agreement and the Merger
    and not to exercise appraisal rights in connection with the
    Merger;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(ii)&nbsp;to use its reasonable best efforts
    prior to the Termination Date (or earlier termination of the
    Merger Agreement) to take, or cause Parent and/or Acquisition to
    take, all action and to do, or cause Parent and/or Acquisition
    to do, all things that are necessary to consummate the Financing
    to be provided under the Senior Bank and Bridge Loan Commitment
    Letter (the &#147;<U>Debt Financing</U>&#148;) or, in the event
    the Debt Financing is unable to be consummated for whatever
    reason, to obtain alternative debt financing that is
    (i)&nbsp;sufficient to enable Parent and Acquisition to
    consummate in a timely manner the transactions contemplated by
    the Merger Agreement in accordance therewith and (ii)&nbsp;on
    terms not materially less favorable to Parent, Acquisition, WCAS
    IX and/or WCAS Capital Partners III, L.P. (&#147;<U>WCAS CP
    III</U>&#148;) than the terms of the Debt Financing as set forth
    in the Senior Bank and Bridge Loan Commitment Letter (including
    the attachments thereto), including, without limitation, with
    respect to pricing and other Debt Financing terms and the
    amounts and terms of the equity and debt financing required to
    be provided by WCAS IX, WCAS CP III and the other Investors;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iii)&nbsp;any tax sharing arrangement it causes
    Parent and/or Acquisition and/or the Borrower to enter into
    shall contain terms and conditions satisfactory to the Arrangers
    and the Lenders; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iv)&nbsp;the Arrangers have committed, pursuant
    and subject to the terms and conditions of the Senior Bank and
    Bridge Loan Commitment Letter, to provide 100% of the Debt
    Financing and the Arrangers have acknowledged to and agreed with
    Parent and the Arrangers are satisfied with (a)&nbsp;the terms
    and conditions of the Merger Agreement, an executed copy of
    which has been provided to the Arrangers, (b)&nbsp;the terms and
    conditions of the Senior Facilities, the Subordinated Notes and
    the Bridge Loans, and the anticipated capitalization, structure
    and equity ownership of Parent and the Borrower, in each case as
    described in the Senior Bank and Bridge Loan Commitment Letter
    (including the attachments thereto) and subject to the rights of
    the Arrangers described in the Fee Letter delivered in
    connection with the Senior Bank and Bridge Loan Commitment
    Letter, and (c)&nbsp;the terms of the Holdings Subordinated
    Notes, a form of which has been provided to the Arrangers.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">Notwithstanding anything to the contrary
contained herein, (A)&nbsp;in no event shall WCAS IX have any
liability in respect of any breach of the representations,
warranties, covenants and agreements contained in clauses (i)
through (iv)&nbsp;above (&#147;<U>Direct Obligations</U>&#148;)
unless such breach is knowing and willful and (B)&nbsp;the
Direct Obligations shall be satisfied in full once WCAS IX has
contributed to Parent in respect of the Backstop Obligation
and/or paid or delivered to the Company in respect of Direct
Obligations an aggregate $12,912,000 in cash and an aggregate
1,534,480 shares of Company Common Stock.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company covenants, agrees and acknowledges
that: (i)&nbsp;for any claim asserted by the Company against
Parent, Acquisition and/or WCAS&nbsp;IX, including, without
limitation, any claim that arises out of or relates in any way
to the negotiation, entry into or terms of the Merger Agreement
or this letter or the transactions contemplated by either of
them or the breach or claimed breach thereof, the Company shall
be entitled to only a single recovery, and such recovery shall
be as specified in the second and third paragraphs of this
letter agreement; (ii)&nbsp;such recovery shall be the
Company&#146;s sole and exclusive remedy with respect to any
such claim, and all other damages or remedies, at law or in
equity (including provisional remedies) are waived;
(iii)&nbsp;it is the intent of the Company that the limitations
imposed hereby on remedies and the measure of damages shall
apply regardless of the theory or theories upon which recovery
hereunder is sought; and (iv)&nbsp;this paragraph shall survive
any expiration or termination of the Merger Agreement or this
letter agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Notwithstanding anything that may be expressed or
implied in the foregoing provisions of this letter agreement,
Parent, Acquisition and the Company covenant, agree and
acknowledge that no person or
</FONT>

<P align="center"><FONT size="2">B-2
</FONT>

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<DIV align="left">
<FONT size="2">entity other than WCAS&nbsp;IX, shall have any
obligation hereunder and that, notwithstanding that WCAS&nbsp;IX
is a partnership, no recourse hereunder shall be had against any
current or future officer, director, agent or employee of WCAS
IX, against any current or future general or limited partner of
WCAS IX or against any current or future director, officer,
employee, general or limited partner, member, affiliate or
assignee of any of the foregoing, whether by the enforcement of
any assessment or by any legal or equitable proceeding or by
virtue of any statute, regulation or other applicable Law, or
otherwise. Without limiting the generality of the foregoing, it
is expressly agreed and acknowledged that no personal liability
whatsoever shall attach to, be imposed on or otherwise incurred
by any current or future officer, agent or employee of WCAS IX,
any current or future general or limited partner of WCAS IX or
any current or future director, officer, employee, general or
limited partner, member affiliate or assignee of any of the
foregoing, as such for any obligations of WCAS IX under this
letter agreement or for any claim relating to, based on, in
respect of or by reason of such obligations or their creation.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Each of WCAS IX, Parent and the Company
covenants, agrees and acknowledges that: (i)&nbsp;this letter
agreement may be executed in two or more counterparts (and may
be delivered by facsimile), each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument; (ii) this letter agreement shall be binding
upon and inure to the benefit of the parties hereto and their
respective successors and assigns; (iii)&nbsp;nothing express or
implied is intended to or shall confer upon any other Person any
other right, benefit or remedy of any nature whatsoever relating
to, under or by reason of this letter agreement; (iv)&nbsp;this
letter agreement and all claims arising hereunder shall be
governed by and construed and enforced in accordance with the
Laws of the State of New York, without giving effect to the
principles of conflicts of Laws thereof; (v)&nbsp;any claim
arising under this letter agreement shall be brought exclusively
in the state or federal courts sitting in New York County, New
York, and such courts are agreed to be a convenient forum for
such claims and (vi)&nbsp;this letter agreement, together with
the Merger Agreement and the other agreements executed in
connection with the Merger Agreement on the date hereof, sets
forth the entire agreement and understanding of the parties with
respect to the subject matter hereof and supercedes all prior
written and oral agreements and understandings with respect
thereto.
</FONT>

<P align="center">
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</FONT>

<P align="center"><FONT size="2">B-3
</FONT>

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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">Very truly yours,
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">WELSH, CARSON, ANDERSON &#38; STOWE IX, L.P.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">By WCAS IX Associates LLC
    </FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">General Partner
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="2%"></TD>
    <TD width="58%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">By:&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">/s/ D. SCOTT MACKESY
    </FONT></TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <HR size="1" align="left" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="center">
    <I><FONT size="2">Managing Member</FONT></I></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="60%"></TD>
    <TD width="40%"></TD>
</TR>

<TR valign="top">
    <TD align="left">
    <FONT size="2">Accepted and Agreed to By:
    </FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD align="left">
    <FONT size="2">AMY HOLDING COMPANY
    </FONT></TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="2%"></TD>
    <TD width="58%"></TD>
    <TD width="40%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">By:&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">/s/ D. SCOTT MACKESY
    </FONT></TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

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<TR>
    <TD width="60%"></TD>
    <TD width="40%"></TD>
</TR>

<TR valign="top">
    <TD align="left">
    <HR size="1" align="left" noshade></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD align="left">
    <FONT size="2">Name:&nbsp;D. Scott Mackesy
    </FONT></TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="8%"></TD>
    <TD width="52%"></TD>
    <TD width="40%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">Title:</FONT></TD>
    <TD align="left">
    <FONT size="2">Vice President
    </FONT></TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>
<P>

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<TR>
    <TD width="60%"></TD>
    <TD width="40%"></TD>
</TR>

<TR valign="top">
    <TD align="left">
    <FONT size="2">AMERIPATH, INC.
    </FONT></TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="2%"></TD>
    <TD width="58%"></TD>
    <TD width="40%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">By:&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">/s/ JAMES C. NEW
    </FONT></TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

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<TR>
    <TD width="60%"></TD>
    <TD width="40%"></TD>
</TR>

<TR valign="top">
    <TD align="left">
    <HR size="1" align="left" noshade></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD align="left">
    <FONT size="2">Name:&nbsp;James C. New
    </FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD align="left">
    <FONT size="2">Title:&nbsp;&nbsp;&nbsp;Chairman and CEO
    </FONT></TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">B-4
</FONT>

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<!-- link1 "APPENDIX C" -->

<DIV align="right">
<B><FONT size="2">APPENDIX&nbsp;C</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">[LETTERHEAD OF SALOMON SMITH BARNEY
INC.]</FONT></B>

<P align="left">
<FONT size="2">December&nbsp;8, 2002
</FONT>

<P align="left">
<FONT size="2">The Special Committee and the Board of Directors
</FONT>

<DIV align="left">
<FONT size="2">AmeriPath, Inc.
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">7289 Garden Road, Suite&nbsp;200
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">Riviera Beach, Florida 33404
</FONT>
</DIV>

<P align="left">
<FONT size="2">Members of the Special Committee and the Board of
Directors:
</FONT>

<P align="left">
<FONT size="2">You have requested our opinion as to the
fairness, from a financial point of view, to the holders of the
common stock of AmeriPath, Inc. (&#147;AmeriPath&#148;), other
than Welsh, Carson, Anderson &#38; Stowe (&#147;Welsh,
Carson&#148;) and its affiliates, of the Merger Consideration
(as defined below) to be received by such holders pursuant to
the terms and subject to the conditions set forth in the
Agreement and Plan of Merger, dated as of December&nbsp;8, 2002
(the &#147;Merger Agreement&#148;), among AmeriPath, Amy Holding
Company, a wholly owned subsidiary of an affiliate of Welsh
Carson (&#147;Holdco&#148;), and Amy Acquisition Corp., a wholly
owned subsidiary of Holdco (&#147;Acquisition Corp.&#148;). As
more fully described in the Merger Agreement,
(i)&nbsp;Acquisition Corp. will be merged with and into
AmeriPath (the &#147;Merger&#148;) and (ii)&nbsp;each
outstanding share of the common stock, par value $0.01 per
share, of AmeriPath (&#147;AmeriPath Common Stock&#148;) will be
converted into the right to receive $21.25 in cash (the
&#147;Merger Consideration&#148;).
</FONT>

<P align="left">
<FONT size="2">In arriving at our opinion, we reviewed the
Merger Agreement and held discussions with certain senior
officers, directors and other representatives and advisors of
AmeriPath and certain representatives and advisors of Welsh,
Carson concerning the business, operations and prospects of
AmeriPath. We examined certain publicly available business and
financial information relating to AmeriPath as well as certain
financial forecasts and other information and data relating to
AmeriPath which were provided to or otherwise discussed with us
by the management of AmeriPath. We reviewed the financial terms
of the Merger as set forth in the Merger Agreement in relation
to, among other things: current and historical market prices and
trading volumes of AmeriPath Common Stock; the historical and
projected earnings and other operating data of AmeriPath; and
the financial condition and capitalization of AmeriPath. We
considered, to the extent publicly available, the financial
terms of other transactions recently effected which we
considered relevant in evaluating the Merger and analyzed
certain financial, stock market and other publicly available
information relating to the businesses of other companies whose
operations we considered relevant in evaluating AmeriPath. In
addition to the foregoing, we conducted such other analyses and
examinations and considered such other financial, economic and
market criteria as we deemed appropriate in arriving at our
opinion.
</FONT>

<P align="left">
<FONT size="2">In rendering our opinion, we have assumed and
relied, without independent verification, upon the accuracy and
completeness of all financial and other information and data
publicly available or furnished to or otherwise reviewed by or
discussed with us. With respect to financial forecasts and other
information and data provided to or otherwise discussed with us,
we have been advised by the management of AmeriPath that such
forecasts and other information and data were reasonably
prepared on bases reflecting the best currently available
estimates and judgments of the management of AmeriPath as to the
future financial performance of AmeriPath. In rendering our
opinion and with your consent, we have relied upon the
representations and warranties of AmeriPath, Holdco and
Acquisition Corp. as set forth in the Merger Agreement and have
assumed that the Merger will be consummated in accordance with
its terms, without waiver, modification or amendment of any
material term, condition or agreement, and in compliance with
all applicable laws (including laws relating to insolvency and
fraudulent conveyance). We also have assumed, with your consent,
that in the course of obtaining the necessary regulatory and
third party approvals and consents for the Merger, no delay,
limitation, restriction or condition will be imposed that would
have an adverse effect on the Merger. We have not made or been
provided with an independent
</FONT>

<P align="center"><FONT size="2">C-1
</FONT>

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<P align="left">
<B><FONT size="2">The Special Committee and the Board of
Directors</FONT></B>

<DIV align="left">
<B><FONT size="2">AmeriPath, Inc.</FONT></B>
</DIV>

<DIV align="left">
<B><FONT size="2">December&nbsp;8, 2002</FONT></B>
</DIV>

<DIV align="left">
<B><FONT size="2">Page&nbsp;2</FONT></B>
</DIV>

<P align="left">
<FONT size="2">evaluation or appraisal of the assets or
liabilities (contingent or otherwise) of AmeriPath nor have we
made any physical inspection of the properties or assets of
AmeriPath. Prior to the date hereof, we were not requested to,
and we did not, solicit third party indications of interest in
the possible acquisition of all or a part of AmeriPath; however,
as contemplated by the Merger Agreement, we will, upon the
request of the Special Committee, solicit third party
indications of interest for competing acquisition proposals
during the period following public announcement of the proposed
Merger and continuing until December&nbsp;21, 2002. We express
no view as to, and our opinion does not address, the relative
merits of the Merger as compared to any alternative business
strategies that might exist for AmeriPath or the effect of any
other transaction in which AmeriPath might engage. Our opinion
is necessarily based upon information available to us, and
financial, stock market and other conditions and circumstances
existing and disclosed to us, as of the date hereof.
</FONT>

<P align="left">
<FONT size="2">Salomon Smith Barney Inc. has acted as financial
advisor to the Special Committee of the Board of Directors in
connection with the proposed Merger and will receive a fee for
such services, a significant portion of which is contingent upon
the consummation of the Merger. We also will receive a fee upon
delivery of this opinion. As you are aware, an affiliate of
Salomon Smith Barney engaged in the commercial lending business
has acted as co-syndication agent and joint book-running lead
arranger for a bank credit facility of AmeriPath which is
expected to be repaid in connection with the Merger, for which
services such affiliate has received, and will receive,
compensation. We also in the past have provided investment
banking services to AmeriPath and certain affiliates of Welsh,
Carson unrelated to the proposed Merger, including in connection
with underwritten public offerings of AmeriPath Common Stock and
offerings of certain securities of such affiliates of Welsh,
Carson, for which services we have received compensation. In the
ordinary course of our business, we and our affiliates may
actively trade or hold the securities of AmeriPath and certain
affiliates of Welsh, Carson for our own account or for the
account of our customers and, accordingly, may at any time hold
a long or short position in such securities. In addition, we and
our affiliates (including Citigroup Inc. and its affiliates) may
maintain relationships with AmeriPath, Welsh, Carson and their
respective affiliates.
</FONT>

<P align="left">
<FONT size="2">Our advisory services and the opinion expressed
herein are provided for the information of the Special Committee
and the Board of Directors in their evaluation of the proposed
Merger, and our opinion is not intended to be and does not
constitute a recommendation to any stockholder as to how such
stockholder should vote or act on the proposed Merger or any
related matters.
</FONT>

<P align="left">
<FONT size="2">Based upon and subject to the foregoing, our
experience as investment bankers, our work as described above
and other factors we deemed relevant, we are of the opinion
that, as of the date hereof, the Merger Consideration is fair,
from a financial point of view, to the holders of AmeriPath
Common Stock (other than Welsh, Carson and its affiliates).
</FONT>

<P align="left">
<FONT size="2">Very truly yours,
</FONT>

<P align="left">
<FONT size="2">/s/ SALOMON SMITH BARNEY INC.
</FONT>

<P align="left">
<FONT size="2">SALOMON SMITH BARNEY INC.
</FONT>

<P align="center"><FONT size="2">C-2
</FONT>
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<!-- link1 "APPENDIX D" -->

<P align="right">
<B><FONT size="2">APPENDIX&nbsp;D</FONT></B>

<P align="center">
<B><FONT size="2">DELAWARE CODE</FONT></B>

<DIV align="center">
<B><FONT size="2">TITLE&nbsp;8. CORPORATIONS</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">CHAPTER&nbsp;1. GENERAL CORPORATION
LAW</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">SUBCHAPTER&nbsp;IX. MERGER, CONSOLIDATION OR
CONVERSION</FONT></B>
</DIV>

<P align="left">
<FONT size="2">&#167; 262. Appraisal Rights.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(a)&nbsp;Any stockholder of a corporation of this
State who holds shares of stock on the date of the making of a
demand pursuant to subsection (d)&nbsp;of this section with
respect to such shares, who continuously holds such shares
through the effective date of the merger or consolidation, who
has otherwise complied with subsection (d)&nbsp;of this section
and who has neither voted in favor of the merger or
consolidation nor consented thereto in writing pursuant to
&#167; 228 of this title shall be entitled to an appraisal by
the Court of Chancery of the fair value of the
stockholder&#146;s shares of stock under the circumstances
described in subsections (b)&nbsp;and (c)&nbsp;of this section.
As used in this section, the word &#147;stockholder&#148; means
a holder of record of stock in a stock corporation and also a
member of record of a nonstock corporation; the words
&#147;stock&#148; and &#147;share&#148; mean and include what is
ordinarily meant by those words and also membership or
membership interest of a member of a nonstock corporation; and
the words &#147;depository receipt&#148; mean a receipt or other
instrument issued by a depository representing an interest in
one or more shares, or fractions thereof, solely of stock of a
corporation, which stock is deposited with the depository.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(b)&nbsp;Appraisal rights shall be available for
the shares of any class or series of stock of a constituent
corporation in a merger or consolidation to be effected pursuant
to &#167; 251 (other than a merger effected pursuant to &#167;
251(g) of this title), &#167; 252, &#167; 254, &#167; 257,
&#167; 258, &#167; 263 or &#167; 264 of this title:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(1)&nbsp;Provided, however, that no appraisal
    rights under this section shall be available for the shares of
    any class or series of stock, which stock, or depository
    receipts in respect thereof, at the record date fixed to
    determine the stockholders entitled to receive notice of and to
    vote at the meeting of stockholders to act upon the agreement of
    merger or consolidation, were either (i)&nbsp;listed on a
    national securities exchange or designated as a national market
    system security on an interdealer quotation system by the
    National Association of Securities Dealers, Inc. or
    (ii)&nbsp;held of record by more than 2,000 holders; and further
    provided that no appraisal rights shall be available for any
    shares of stock of the constituent corporation surviving a
    merger if the merger did not require for its approval the vote
    of the stockholders of the surviving corporation as provided in
    subsection (f)&nbsp;of &#167; 251 of this title.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(2)&nbsp;Notwithstanding paragraph (1)&nbsp;of
    this subsection, appraisal rights under this section shall be
    available for the shares of any class or series of stock of a
    constituent corporation if the holders thereof are required by
    the terms of an agreement of merger or consolidation pursuant to
    &#167;&#167; 251, 252, 254, 257, 258, 263 and 264 of this title
    to accept for such stock anything except:
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="94%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">a.&nbsp;Shares of stock of the corporation
    surviving or resulting from such merger or consolidation, or
    depository receipts in respect thereof;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">b.&nbsp;Shares of stock of any other corporation,
    or depository receipts in respect thereof, which shares of stock
    (or depository receipts in respect thereof) or depository
    receipts at the effective date of the merger or consolidation
    will be either listed on a national securities exchange or
    designated as a national market system security on an
    interdealer quotation system by the National Association of
    Securities Dealers, Inc. or held of record by more than 2,000
    holders;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">c.&nbsp;Cash in lieu of fractional shares or
    fractional depository receipts described in the foregoing
    subparagraphs a. and b. of this paragraph; or
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">D-1
</FONT>

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<TR>
    <TD width="6%"></TD>
    <TD width="94%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">d.&nbsp;Any combination of the shares of stock,
    depository receipts and cash in lieu of fractional shares or
    fractional depository receipts described in the foregoing
    subparagraphs a., b. and c. of this paragraph.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(3)&nbsp;In the event all of the stock of a
    subsidiary Delaware corporation party to a merger effected under
    &#167; 253 of this title is not owned by the parent corporation
    immediately prior to the merger, appraisal rights shall be
    available for the shares of the subsidiary Delaware corporation.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(c)&nbsp;Any corporation may provide in its
certificate of incorporation that appraisal rights under this
section shall be available for the shares of any class or series
of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the
corporation is a constituent corporation or the sale of all or
substantially all of the assets of the corporation. If the
certificate of incorporation contains such a provision, the
procedures of this section, including those set forth in
subsections (d)&nbsp;and (e)&nbsp;of this section, shall apply
as nearly as is practicable.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(d)&nbsp;Appraisal rights shall be perfected as
follows:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(1)&nbsp;If a proposed merger or consolidation
    for which appraisal rights are provided under this section is to
    be submitted for approval at a meeting of stockholders, the
    corporation, not less than 20&nbsp;days prior to the meeting,
    shall notify each of its stockholders who was such on the record
    date for such meeting with respect to shares for which appraisal
    rights are available pursuant to subsection (b)&nbsp;or
    (c)&nbsp;hereof that appraisal rights are available for any or
    all of the shares of the constituent corporations, and shall
    include in such notice a copy of this section. Each stockholder
    electing to demand the appraisal of such stockholder&#146;s
    shares shall deliver to the corporation, before the taking of
    the vote on the merger or consolidation, a written demand for
    appraisal of such stockholder&#146;s shares. Such demand will be
    sufficient if it reasonably informs the corporation of the
    identity of the stockholder and that the stockholder intends
    thereby to demand the appraisal of such stockholder&#146;s
    shares. A proxy or vote against the merger or consolidation
    shall not constitute such a demand. A stockholder electing to
    take such action must do so by a separate written demand as
    herein provided. Within 10&nbsp;days after the effective date of
    such merger or consolidation, the surviving or resulting
    corporation shall notify each stockholder of each constituent
    corporation who has complied with this subsection and has not
    voted in favor of or consented to the merger or consolidation of
    the date that the merger or consolidation has become effective;
    or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(2)&nbsp;If the merger or consolidation was
    approved pursuant to &#167; 228 or &#167; 253 of this title,
    then either a constituent corporation before the effective date
    of the merger or consolidation or the surviving or resulting
    corporation within 10&nbsp;days thereafter shall notify each of
    the holders of any class or series of stock of such constituent
    corporation who are entitled to appraisal rights of the approval
    of the merger or consolidation and that appraisal rights are
    available for any or all shares of such class or series of stock
    of such constituent corporation, and shall include in such
    notice a copy of this section. Such notice may, and, if given on
    or after the effective date of the merger or consolidation,
    shall, also notify such stockholders of the effective date of
    the merger or consolidation. Any stockholder entitled to
    appraisal rights may, within 20&nbsp;days after the date of
    mailing of such notice, demand in writing from the surviving or
    resulting corporation the appraisal of such holder&#146;s
    shares. Such demand will be sufficient if it reasonably informs
    the corporation of the identity of the stockholder and that the
    stockholder intends thereby to demand the appraisal of such
    holder&#146;s shares. If such notice did not notify stockholders
    of the effective date of the merger or consolidation, either
    (i)&nbsp;each such constituent corporation shall send a second
    notice before the effective date of the merger or consolidation
    notifying each of the holders of any class or series of stock of
    such constituent corporation that are entitled to appraisal
    rights of the effective date of the merger or consolidation or
    (ii)&nbsp;the surviving or resulting corporation shall send such
    a second notice to all such holders on or within 10&nbsp;days
    after such effective date; provided, however, that if such
    second notice is sent more than 20&nbsp;days following the
    sending of the first notice, such second notice need only be
    sent to each stockholder who is entitled to appraisal rights and
    who has demanded appraisal of such holder&#146;s shares in
    accordance with this subsection. An affidavit of the secretary
    or assistant secretary or of the
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">D-2
</FONT>

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<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">transfer agent of the corporation that is
    required to give either notice that such notice has been given
    shall, in the absence of fraud, be prima facie evidence of the
    facts stated therein. For purposes of determining the
    stockholders entitled to receive either notice, each constituent
    corporation may fix, in advance, a record date that shall be not
    more than 10&nbsp;days prior to the date the notice is given,
    provided, that if the notice is given on or after the effective
    date of the merger or consolidation, the record date shall be
    such effective date. If no record date is fixed and the notice
    is given prior to the effective date, the record date shall be
    the close of business on the day next preceding the day on which
    the notice is given.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(e)&nbsp;Within 120&nbsp;days after the effective
date of the merger or consolidation, the surviving or resulting
corporation or any stockholder who has complied with subsections
(a)&nbsp;and (d)&nbsp;hereof and who is otherwise entitled to
appraisal rights, may file a petition in the Court of Chancery
demanding a determination of the value of the stock of all such
stockholders. Notwithstanding the foregoing, at any time within
60&nbsp;days after the effective date of the merger or
consolidation, any stockholder shall have the right to withdraw
such stockholder&#146;s demand for appraisal and to accept the
terms offered upon the merger or consolidation. Within
120&nbsp;days after the effective date of the merger or
consolidation, any stockholder who has complied with the
requirements of subsections (a)&nbsp;and (d)&nbsp;hereof, upon
written request, shall be entitled to receive from the
corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of
shares not voted in favor of the merger or consolidation and
with respect to which demands for appraisal have been received
and the aggregate number of holders of such shares. Such written
statement shall be mailed to the stockholder within 10 days
after such stockholder&#146;s written request for such a
statement is received by the surviving or resulting corporation
or within 10&nbsp;days after expiration of the period for
delivery of demands for appraisal under subsection
(d)&nbsp;hereof, whichever is later.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(f)&nbsp;Upon the filing of any such petition by
a stockholder, service of a copy thereof shall be made upon the
surviving or resulting corporation, which shall within
20&nbsp;days after such service file in the office of the
Register in Chancery in which the petition was filed a duly
verified list containing the names and addresses of all
stockholders who have demanded payment for their shares and with
whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the
petition shall be filed by the surviving or resulting
corporation, the petition shall be accompanied by such a duly
verified list. The Register in Chancery, if so ordered by the
Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the
surviving or resulting corporation and to the stockholders shown
on the list at the addresses therein stated. Such notice shall
also be given by 1 or more publications at least 1&nbsp;week
before the day of the hearing, in a newspaper of general
circulation published in the City of Wilmington, Delaware or
such publication as the Court deems advisable. The forms of the
notices by mail and by publication shall be approved by the
Court, and the costs thereof shall be borne by the surviving or
resulting corporation.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(g)&nbsp;At the hearing on such petition, the
Court shall determine the stockholders who have complied with
this section and who have become entitled to appraisal rights.
The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by
certificates to submit their certificates of stock to the
Register in Chancery for notation thereon of the pendency of the
appraisal proceedings; and if any stockholder fails to comply
with such direction, the Court may dismiss the proceedings as to
such stockholder.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(h)&nbsp;After determining the stockholders
entitled to an appraisal, the Court shall appraise the shares,
determining their fair value exclusive of any element of value
arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to
be paid upon the amount determined to be the fair value. In
determining such fair value, the Court shall take into account
all relevant factors. In determining the fair rate of interest,
the Court may consider all relevant factors, including the rate
of interest which the surviving or resulting corporation would
have had to pay to borrow money during the pendency of the
proceeding. Upon application by the surviving or resulting
corporation or by any stockholder entitled to participate in the
appraisal proceeding, the Court may, in its discretion, permit
discovery or other pretrial proceedings and may proceed to trial
upon the appraisal prior to the final
</FONT>

<P align="center"><FONT size="2">D-3
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="left">
<FONT size="2">determination of the stockholder entitled to an
appraisal. Any stockholder whose name appears on the list filed
by the surviving or resulting corporation pursuant to subsection
(f) of this section and. who has submitted such
stockholder&#146;s certificates of stock to the Register in
Chancery, if such is required, may participate fully in all
proceedings until it is finally determined that such stockholder
is not entitled to appraisal rights under this section.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(i)&nbsp;The Court shall direct the payment of
the fair value of the shares, together with interest, if any, by
the surviving or resulting corporation to the stockholders
entitled thereto. Interest may be simple or compound, as the
Court may direct. Payment shall be so made to each such
stockholder, in the case of holders of uncertificated stock
forthwith, and the case of holders of shares represented by
certificates upon the surrender to the corporation of the
certificates representing such stock. The Court&#146;s decree
may be enforced as other decrees in the Court of Chancery may be
enforced, whether such surviving or resulting corporation be a
corporation of this State or of any state.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(j)&nbsp;The costs of the proceeding may be
determined by the Court and taxed upon the parties as the Court
deems equitable in the circumstances. Upon application of a
stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the
appraisal proceeding, including, without limitation, reasonable
attorney&#146;s fees and the fees and expenses of experts, to be
charged pro rata against the value of all the shares entitled to
an appraisal.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(k)&nbsp;From and after the effective date of the
merger or consolidation, no stockholder who has demanded
appraisal rights as provided in subsection (d)&nbsp;of this
section shall be entitled to vote such stock for any purpose or
to receive payment of dividends or other distributions on the
stock (except dividends or other distributions payable to
stockholders of record at a date which is prior to the effective
date of the merger or consolidation); provided, however, that if
no petition for an appraisal shall be filed within the time
provided in subsection (e)&nbsp;of this section, or if such
stockholder shall deliver to the surviving or resulting
corporation a written withdrawal of such stockholder&#146;s
demand for an appraisal and an acceptance of the merger or
consolidation, either within 60&nbsp;days after the effective
date of the merger or consolidation as provided in subsection
(e)&nbsp;of this section or thereafter with the written approval
of the corporation, then the right of such stockholder to an
appraisal shall cease. Notwithstanding the foregoing, no
appraisal proceeding in the Court of Chancery shall be dismissed
as to any stockholder without the approval of the Court, and
such approval may be conditioned upon such terms as the Court
deems just.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(l)&nbsp;The shares of the surviving or resulting
corporation to which the shares of such objecting stockholders
would have been converted had they assented to the merger or
consolidation shall have the status of authorized and unissued
shares of the surviving or resulting corporation.
</FONT>

<P align="center"><FONT size="2">D-4
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">AMERIPATH, INC.</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">PROXY FOR SPECIAL MEETING OF
STOCKHOLDERS &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
2003</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">This Proxy is Solicited on Behalf of the Board
of Directors</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">KNOW ALL MEN BY THESE PRESENTS, that the
undersigned stockholder of AMERIPATH, INC., a Delaware
corporation, does hereby constitute and
appoint&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;and &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
or any one of them, with full power or substitution, to act
alone and to designate substitutes, the true and lawful
attorneys and proxies of the undersigned for and in the name and
stead of the undersigned, to vote all shares of common stock of
AmeriPath, Inc. that the undersigned would be entitled to vote
if personally present at the special meeting of shareholders to
be held
at &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
on &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2003
at &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a.m.,
Eastern Time, and at any and all adjournments, postponements and
continuations thereof, upon and in respect of the following
matters and in accordance with the following instructions, with
discretionary authority as to any and all other matters that may
properly come before the meeting.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">UNLESS A CONTRARY DIRECTION IS INDICATED, THIS
PROXY WILL BE VOTED FOR THE PROPOSAL AS MORE SPECIFICALLY
DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE
INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
FOLLOWING PROPOSAL.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Please mark your vote as indicated in this
example&nbsp;<FONT face="wingdings">&#120;</FONT>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">APPROVAL OF AGREEMENT AND PLAN OF MERGER
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">To approve and adopt the Agreement and Plan of
Merger, dated as of December&nbsp;8, 2002, among AmeriPath,
Inc., Amy Holding Company and Amy Acquisition Corp., and the
merger contemplated thereby, pursuant to which Amy Acquisition
Corp. will be merged with and into AmeriPath, Inc., with
AmeriPath, Inc. as the surviving corporation.
</FONT>

<P align="center">
<FONT size="2"><FONT face="wingdings">&#111;</FONT>&nbsp;<B>FOR</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="wingdings">&#111;</FONT>&nbsp;<B>AGAINST</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="wingdings">&#111;</FONT>&nbsp;<B>ABSTAIN</B>
</FONT>

<P align="center">
<I><FONT size="2">(Continued, and to be marked, dated and
signed, on the other side)</FONT></I>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="left">&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">NOTE: PLEASE DATE THIS PROXY, SIGN YOUR NAME
EXACTLY AS IT APPEARS HEREON, AND RETURN PROMPTLY USING THE
ENCLOSED POSTAGE PAID ENVELOPE.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">JOINT OWNERS SHOULD EACH SIGN. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE AS SUCH. WHEN SIGNING AS AN ENTITY, PLEASE GIVE
NAME OF ENTITY AND HAVE A DULY AUTHORIZED PERSON SIGN, STATING
TITLE.
</FONT>

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<TR>
    <TD width="41%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="31%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="13%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom">
    <FONT size="2">Date
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="left"><HR size="1" noshade></TD>

</TR>

<TR>
    <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="5" align="left"><HR size="1" noshade></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="left" valign="bottom">
    <FONT size="2">Signature(s)
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom">
    <FONT size="2">Date
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="left"><HR size="1" noshade></TD>

</TR>

<TR>
    <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="5" align="left"><HR size="1" noshade></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="left" valign="bottom">
    <FONT size="2">Signature(s)
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="7"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="5" align="left" valign="bottom">
    <FONT size="2">VOTES MUST BE INDICATED (X)&nbsp;IN BLACK OR BLUE
    INK.
    </FONT></TD>
</TR>

</TABLE>
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